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

                           FORM 10-Q



[X]   Quarterly report pursuant to Section 13 or 15  (d)  of  the
Securities Exchange Act of 1934
For the Period ended March 31, 1997 or

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

Commission File No. 33-24662

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


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

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

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


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


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

Yes     X           No


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

             INDEX TO QUARTERLY REPORT ON FORM 10-Q

                       March 31, 1997
<CAPTION>

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

     Statements of Financial Condition March 31, 1997
     (Unaudited) and December 31, 1996.....................2

     Statements of Operations for the Quarters Ended
     March 31, 1997 and 1996 (Unaudited)...................3

     Statements of Changes in Partners' Capital for the
        Quarters Ended March 31, 1997 and 1996
     (Unaudited)...........................................4

     Statements of Cash Flows for the Quarters Ended
     March 31, 1997 and 1996 (Unaudited)...................5

     Notes to Financial Statements (Unaudited)..........6-11

Item 2. Management's Discussion and Analysis of

Financial Condition and Results of Operations..........12-15

Part II. OTHER INFORMATION

Item 1. Legal Proceedings..............................16-17

Item 6. Exhibits and Reports on Form 8-K................. 18



</TABLE>







<PAGE>
<TABLE>
          DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
               STATEMENTS OF FINANCIAL CONDITION

<CAPTION>

                                                March 31,     December 31,
                                                   1997           1996
                                                     $              $
                                                 (Unaudited)
ASSETS
<S>                                              <C>              <C>
Equity in Commodity futures trading accounts:
 Cash                                            12,723,646      12,415,430
 Net unrealized gain on open contracts              384,956         160,193

 Total Trading Equity                            13,108,602      12,575,623

Interest receivable (DWR)                            46,619          42,043
Due from DWR                                         17,141               -

 Total Assets                                    13,172,362      12,617,666


LIABILITIES AND PARTNERS' CAPITAL

Liabilities

 Redemptions payable                                525,091         297,904
 Accrued brokerage commissions (DWR)                 34,476          15,137
 Accrued management fee (DWFCM)                      32,925          31,538
 Accrued transaction fees and costs                   2,550           2,330

 Total Liabilities                                  595,042         346,909


Partners' Capital

 Limited Partners (4,778.675 and
  4,982.521 Units, respectively)                 12,309,426      12,019,867
 General Partner (104 Units)                        267,894         250,890

 Total Partners' Capital                         12,577,320      12,270,757

 Total Liabilities and Partners' Capital         13,172,362      12,617,666


NET ASSET VALUE PER UNIT                           2,575.91        2,412.41


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


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


<CAPTION>

                                For the Quarters Ended March 31,

                                       1997            1996
                                        $            $
REVENUES
<S>                                  <C>          <C>
 Trading profit (loss):
    Realized                         827,347   (1,523,712)
    Net change in unrealized         224,763      (33,617)

      Total Trading Results        1,052,110   (1,557,329)

 Interest Income (DWR)               128,476      133,457

      Total Revenues               1,180,586   (1,423,872)


EXPENSES

 Brokerage fees (DWR)                230,557     303,808
 Management fees (DWFCM)             100,157     101,269
 Transaction fees and costs           18,218      30,307
 Incentive fees (DWFCM)                  -        (2,590)

      Total Expenses                 348,932     432,794

NET INCOME (LOSS)                    831,654  (1,856,666)


NET INCOME (LOSS) ALLOCATION

 Limited Partners                   814,650   (1,823,153)
 General Partner                     17,004      (33,513)



NET INCOME (LOSS) PER UNIT

Limited Partners                     163.50      (322.24)
General Partner                      163.50      (322.24)

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

</TABLE>



<PAGE>
<TABLE>
          DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
           STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
         For the Quarters Ended March 31, 1997 and 1996
                          (Unaudited)


<CAPTION>


                          Units of
                        Partnership   Limited    General
                          Interest   Partners    Partner    Total
<S>                     <C>         <C>          <C>        <C>
Partners' Capital,
 December 31, 1995      5,761.751   $14,341,357   $263,621   $14,604,978

Net Loss                       -     (1,823,153)   (33,513)   (1,856,666)

Redemptions              (134.141)     (296,797)        -       (296,797)

Partners' Capital,
 March 31, 1996         5,627.610   $12,221,407   $230,108   $12,451,515




Partners' Capital,
    December 31, 1996   5,086.521   $12,019,867   $250,890   $12,270,757

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

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

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



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












<PAGE>
<TABLE>

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


<CAPTION>



                                             For the Quarters Ended March 31,

                                                       1997            1996
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                  <C>              <C>
Net income (loss)                                     831,654          (1,856,666)
Noncash item included in net income (loss):
    Net change in unrealized                         (224,763)             33,617

(Increase) decrease in operating assets:
    Interest receivable (DWR)                          (4,576)             12,086
    Due from DWR                                      (17,141)
Increase (decrease) in operating liabilities:
    Accrued brokerage commissions (DWR)                19,339             (20,009)
    Accrued management fee (DWFCM)                      1,387              (6,669)
    Accrued transaction fees and costs                    220              (3,577)
    Accrued incentive fee (DWFCM)                           -              (3,299)

Net cash provided by (used for) operating activities   606,120         (1,844,517)


CASH FLOWS FROM FINANCING ACTIVITIES


Increase (decrease) in  redemptions  payable           227,187           (484,451)
Redemptions of units                                  (525,091)          (296,797)

Net cash used for financing activities                (297,904)          (781,248)


Net increase (decrease) in cash                        308,216         (2,625,765)

Balance at beginning of period                      12,415,430         14,643,529

Balance at end of period                            12,723,646         12,017,764





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

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

                  NOTES TO FINANCIAL STATEMENTS

                           (UNAUDITED)

The  financial statements include, in the opinion of  management,

all  adjustments necessary for a fair presentation of the results

of  operations and financial condition.  The financial statements

and condensed notes herein should be read in conjunction with the

Partnership's December 31, 1996 Annual Report on Form 10-K.


1. Organization

Dean  Witter Diversified Futures Fund II L.P. (the "Partnership")

is  a  limited partnership organized to engage in the speculative

trading  of  commodity  futures  and  futures-related  contracts,

including  forward contracts on foreign currencies.  The  general

partner  for  the  Partnership is Demeter Management  Corporation

(the  "Demeter").  The commodity broker is Dean  Witter  Reynolds

Inc.   ("DWR").   The  trading  manager  who  makes  all  trading

decisions  for the Partnership is Dean Witter Futures &  Currency

Management,  Inc. ("DWFCM"), an affiliate of DWR.  Demeter,  DWR,

and  DWFCM  are  all wholly owned subsidiaries  of  Dean  Witter,

Discover & Co. ("DWD").







                                
<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  in  commodity

trading accounts to meet margin requirements as needed.  DWR pays

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

Bill  rates.  Brokerage expenses incurred by the Partnership  are

paid  to  DWR.   Management and incentive fees  incurred  by  the

Partnership are paid to DWFCM.



3. Financial Instruments

The  Partnership trades futures and forward contracts in interest

rates,  stock  indices,  commodities, currencies,  petroleum  and

precious  metals.  Futures and forwards represent  contracts  for

delayed delivery of an instrument at a specified date and  price.

Risk arises from changes in the value of these contracts and  the

potential inability of counterparties to perform under the  terms

of   the  contracts.   There  are  numerous  factors  which   may

significantly  influence  the market value  of  these  contracts,

including  interest  rate volatility.   At  March  31,  1997  and

December 31, 1996, open contracts were:



<PAGE>
          DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
                                
            NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                
                                
                               Contract or Notional Amount
                            March 31, 1997   December 31, 1996
                                    $                   $
Exchange-Traded Contracts
 Financial Futures:
   Commitments to Sell         55,000,000                  -
 Commodity Futures:
   Commitments to Purchase      8,586,000          2,026,000
   Commitments to Sell          3,489,000          6,083,000
 Foreign Futures:
   Commitments to Purchase      3,466,000          6,629,000
   Commitments to Sell         26,271,000         11,748,000
Off-Exchange-Traded
 Forward Currency Contracts
   Commitments to Purchase     17,847,000         33,150,000
   Commitments to Sell         30,483,000         42,844,000


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

forward  foreign currency contracts is due to offsetting  forward

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

date   in   the   future.   These  commitments  are  economically

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

settlement date.










<PAGE>

          DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.

           NOTES TO FINANCIAL STATEMENTS (CONTINUED)



The  net  unrealized  gain on open contracts  is  reported  as  a

component  of  "Equity in Commodity futures trading accounts"  on

the  Statement  of Financial Condition and totaled  $384,956  and

$160,193  at  March 31, 1997 and December 31, 1996, respectively.

Of  the  $384,956 net unrealized gain on open contracts at  March

31,  1997  $686,490 related to exchange traded futures  contracts

and  $(301,534)  related to off-exchange-traded forward  currency

contracts.  Of the $160,193 unrealized gain on open contracts  at

December  31,  1996, $423,229 related to exchange-traded  futures

contracts  and $(263,036) related to off-exchange-traded  forward

currency contracts.



Exchange-traded  futures contracts held  by  the  Partnership  at

March 31, 1997 and December 31, 1996 mature through December 1997

and June 1997, respectively. Off-exchange-traded forward currency

contracts held by the Partnership at March 31, 1997 and  December

31, 1996 mature through May 1997 and February 1997, respectively.

The   contract   amounts  in  the  above  table   represent   the

Partnership's extent of involvement in the particular class of

<PAGE>

          DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.

              NOTES TO FINANCIAL STATEMENTS (CONTINUED)

financial  instrument, but not the credit  risk  associated  with

counterparty  nonperformance.  The credit  risk  associated  with

these  instruments  is limited to the amounts  reflected  in  the

Partnership's Statements of Financial Condition.


The  Partnership  also has credit risk because DWR  acts  as  the

futures  commission  merchant  or  the  sole  counterparty,  with

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

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

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

a  daily basis.  DWR, as the futures commission merchant for  all

of   the  Partnership's  exchange-traded  futures  contracts,  is

required pursuant to regulations of the Commodity Futures Trading

Commission  to  segregate from its own assets and  for  the  sole

benefit  of  its commodity customers all funds held by  DWR  with

respect to exchange-traded futures contracts including an  amount

equal  to  the net unrealized gain on all open futures contracts,

which funds totaled $13,410,136 and $12,838,659 at March 31, 1997

and  December  31,  1996,  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

<PAGE>

          DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
                                
            NOTES TO FINANCIAL STATEMENTS (CONCLUDED)
                                
                                
any  requirement that an amount equal to the net unrealized  gain

on  open forward contracts be segregated.  With respect to  those

off-exchange-traded forward currency contracts, the  Partnerships

are  at  risk to the ability of DWR, the counterparty on  all  of

such contracts, to perform.


                                
For  the  quarter  ended March 31, 1997 and for  the  year  ended

December 31, 1996 the average fair value of financial instruments

held for trading purposes was as follows:

                                               March 1997
                                       Assets         Liabilities
                                         $                 $

Exchange-Traded Contracts:
  Financial Futures                     695,000       23,903,000
  Commodity Futures                   5,217,000        4,146,000
  Foreign Futures                    15,589,000       10,014,000
Off-Exchange-Traded Forward
 Currency Contracts                  19,997,000       32,648,000


                                             December 1996
                                       Assets         Liabilities
                                         $                 $

Exchange-Traded Contracts:
  Financial Futures                  15,923,000        8,572,000
  Commodity Futures                   7,188,000        5,152,000
  Foreign Futures                    22,067,000        8,118,000
Off-Exchange-Traded Forward
 Currency Contracts                  37,689,000       41,562,000
<PAGE>
                                
Item   2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

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

commodity interest trading accounts with DWR, and are used by the

Partnership  as  margin to engage in commodity  futures,  forward

contracts  and other commodity interest trading.  DWR holds  such

assets   in  either  designated  depositories  or  in  securities

approved   by  the  Commodity  Futures  Trading  Commission   for

investment of customer funds.  The Partnership's assets  held  by

DWR  may  be used as margin solely for the Partnership's trading.

Since  the  Partnership's sole purpose is to trade  in  commodity

futures  contracts, forward contracts on foreign  currencies  and

other  commodity  interests, it is expected that the  Partnership

will continue to own such liquid assets for margin purposes.



The  Partnership's  investment in commodity futures  and  forward

contracts and other commodity interests may be illiquid.  If  the

price  for  the  futures contract for a particular commodity  has

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

positions  in  the commodity can neither be taken nor  liquidated

unless  traders  are willing to effect trades at  or  within  the

limit.   Commodity  futures prices have  occasionally  moved  the

daily

                                

<PAGE>

limit  for  several consecutive days with little or  no  trading.

Such   market  conditions  could  prevent  the  Partnership  from

promptly liquidating its commodity futures positions.



There  is  no limitation on daily price moves in trading  forward

contracts  on  foreign currencies.  The markets  for  some  world

currencies  have low trading volume and are illiquid,  which  may

prevent  the  Partnership from trading in potentially  profitable

markets  or  prevent  the Partnership from  promptly  liquidating

unfavorable  positions  in  such markets  and  subjecting  it  to

substantial  losses.   Either of these  market  conditions  could

result in restrictions on redemptions.



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

expect  to  have, any capital assets.  Redemptions of  additional

Units in the future will impact the amount of funds available for

investments  in commodity futures, forward contracts  on  foreign

currencies and other commodity interests.  As redemptions are  at

the  discretion  of  Limited Partners,  it  is  not  possible  to

estimate   the  amount  and  therefore,  the  impact  of   future

redemptions.





<PAGE>

Results of Operations

For the Quarter Ended March 31, 1997

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

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

During  the first quarter, the Partnership posted an increase  in

Net  Asset  Value per Unit.  Total expenses for the  period  were

$348,932,  generating net income of $831,654.  The  value  of  an

individual  Unit in the Partnership increased from  $2,412.41  at

December 31, 1996 to $2,575.91 at March 31, 1997.



For the Quarter Ended March 31, 1996

For  the  quarter  ended March 31, 1996 the  Partnership's  total

trading  losses  net of interest income were $1,423,872.   During

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

Value  per Unit.  The most significant trading losses during  the

quarter  were recorded in the currency and energy markets  during

February.  In  the  currency markets, a sudden  and  sharp  trend

reversal  in  the downward move in the value of the Japanese  yen

and most major European currencies, which had posted gains during

January,  resulted in losses from short positions in the Japanese

yen,  German mark, Swiss franc and British pound.  Trading  gains

recorded during March from transactions involving the Australian

<PAGE>

dollar  and  Japanese yen offset a portion of the overall  losses

experienced in the currency markets during February.   Additional

losses  were  experienced in the energy markets due primarily  to

short-term  volatile  movement  in  gas  and  oil  prices  during

February.  A portion of these losses was offset by gains in crude

oil  during March.  In the financial futures markets, losses were

recorded in most global interest rate and stock index futures  as

these  prices moved in a short-term volatile pattern  during  the

quarter.   Trading gains in British long gilt,  French  bond  and

U.S.  Treasury  note futures offset a portion  of  these  losses.

Smaller  losses  were recorded in the agricultural  markets  from

trading soybean futures and in the soft commodities markets  from

trading cotton and coffee futures.  Total expenses for the period

were  $432,794, resulting in a net loss of $1,856,666.  The value

of an individual Unit in the Partnership decreased from $2,534.82

at December 31, 1995 to $2,212.58 at March 31, 1996.














<PAGE>

                 PART II.    OTHER INFORMATION

Item 1.   LEGAL PROCEEDINGS

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

purported class actions were filed in the Superior Court  of  the

State  of  California, County of Los Angeles, on  behalf  of  all

purchasers  of  interests in limited partnership commodity  pools

sold  by DWR.  Named defendants include DWR, Demeter, DWFCM,  DWD

(all  such  parties  referred to hereafter as  the  "Dean  Witter

Parties"),  the  Partnership, certain other  limited  partnership

commodity  pools  of  which Demeter is the general  partner,  and

certain trading advisors to those pools.  Similar purported class

actions  were  also filed on September 18 and  20,  1996  in  the

Supreme Court of the State of New York, New York County,  and  on

November 14, 1996 in the Superior Court of the State of Delaware,

New  Castle  County, against the Dean Witter Parties and  certain

trading  advisors  on behalf of all purchasers  of  interests  in

various   limited  partnership  commodity  pools  including   the

Partnership,  sold  by DWR.  Generally, these complaints  allege,

among  other things, that the defendants committed fraud, deceit,

misrepresentation,  breach  of  fiduciary  duty,  fraudulent  and

unfair  business practices, unjust enrichment, and conversion  in

connection with the sale and operation of the various limited

<PAGE>

partnership  commodity  pools.  The complaints  seek  unspecified

amounts  of  compensatory and punitive damages and other  relief.

It  is possible that additional similar actions may be filed  and

that,  in  the  course of these actions, other parties  could  be

added  as defendants.  The Dean Witter Parties believe that  they

and  the  Partnership  have strong defenses  to,  and  they  will

vigorously  contest, the actions.  Although the ultimate  outcome

of  legal proceedings cannot be predicted with certainty,  it  is

the  opinion  of management of the Dean Witter Parties  that  the

resolution of the actions will not have a material adverse effect

on the financial condition or the results of operations of any of

the Dean Witter Parties or the Partnership.






















                                

<PAGE>



Item 6.   Exhibits and Reports on Form 8-K

     A)   Exhibits.

          None.

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


































<PAGE>


                           SIGNATURE



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




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

                               By: Demeter Management Corporation
                                  (General Partner)

May   13,   1997                    By:   /s/  Patti  L.   Behnke
                                               Patti L. Behnke
                                               Chief Financial Officer




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