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 September 30, 2000 or

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

Commission File No. 0-17446

          DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.

     (Exact name of registrant as specified in its charter)


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


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

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



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


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

Yes    X            No___________


<PAGE>
<TABLE>

          DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.

             INDEX TO QUARTERLY REPORT ON FORM 10-Q

                     September 30, 2000

<CAPTION>


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

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

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

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

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

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

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

Item 2. Management's Discussion and Analysis of

Financial Condition and Results of Operations..13-24

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

Part II. OTHER INFORMATION

Item 1. Legal Proceedings.................................36

Item 6. Exhibits and Reports on Form 8-K...............36-37

</TABLE>






<PAGE>
<TABLE>
                 PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

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

2000                                 1999
                                         $                $
                                    (Unaudited)
ASSETS
<S>                                     <C>            <C>
Equity in futures interests trading accounts:
 Cash                               6,330,483       8,042,490

   Net   unrealized   gain   on  open  contracts   (MS   &   Co.)
707,301                                      -
    Net    unrealized    gain    on   open    contracts    (MSIL)
81,279                                      -
    Net    unrealized    gain    on   open    contracts    (Carr)
-                         293,674

  Total  net  unrealized gain on open contracts    788,580     29
3,674

 Total Trading Equity               7,119,063       8,336,164

Interest receivable (DWR)              28,412          29,570

 Total Assets                       7,147,475       8,365,734


LIABILITIES AND PARTNERS' CAPITAL

Liabilities

 Redemptions payable                  293,050        291,006
 Accrued management fees  (DWFCM)      17,869          20,914

 Total Liabilities                     310,919        311,920


Partners' Capital

 Limited Partners (2,651.265  and
  3,046.638 Units, respectively)    6,578,504       7,787,964
 General Partner (104 Units)          258,052         265,850

 Total Partners' Capital            6,836,556       8,053,814

 Total Liabilities and Partners' Capital   7,147,475  8,365,734


NET ASSET VALUE PER UNIT            2,481.27         2,556.25

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

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

<CAPTION>




                              For the Quarters Ended September 30,

                                        2000        1999
                                          $            $
REVENUES
<S>                                         <C>          <C>
 Trading profit (loss):
                                                         Realized
 (1,538,340)                                332,256           Net
 change in unrealized               997,310      54,322
      Total Trading Results        (541,030)    386,578
    Interest Income (DWR)             88,751       86,101
      Total Revenues               (452,279)     472,679

EXPENSES

      Brokerage   commissions   (DWR)         87,379      145,655
Management    fees   (DWFCM)                  53,696       69,274
Transaction fees and costs             3,746         9,706

Total Expenses                       144,821    224,635

NET INCOME (LOSS)                  (597,100)      248,044

NET INCOME (LOSS) ALLOCATION

      Limited   Partners                 (575,489)        240,528
 General Partner                   (21,611)        7,516

NET INCOME (LOSS) PER UNIT

           Limited        Partners                       (207.80)
 72.28                                         General    Partner
 (207.80)                             72.28
<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 Nine Months Ended September 30,


                                        2000        1999
                                          $            $
REVENUES
<S>                                      <C>          <C>
 Trading profit (loss):
                                                         Realized
(430,132)                                               (224,879)
Net change in unrealized             494,906     236,302
            Total      Trading      Results                64,774
11,423
    Interest Income (DWR)            268,323    259,250
      Total Revenues                 333,097      270,673


EXPENSES

      Brokerage   commissions  (DWR)        324,112       454,511
Management   fees   (DWFCM)                175,098        216,700
Transaction fees and costs            20,139      32,841
                  Incentive              fee              (DWFCM)
-                                                 (3,716)
       Total Expenses                519,349    700,336

NET LOSS                           (186,252)    (429,663)

NET LOSS ALLOCATION

      Limited   Partners                 (178,454)      (418,302)
General Partner                      (7,798)     (11,361)

NET LOSS PER UNIT

       Limited    Partners                   (74.98)     (109.23)
General Partner                      (74.98)   (109.23)

<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 Nine Months Ended September 30, 2000 and 1999
                          (Unaudited)

<CAPTION>




                           Units of
                          PartnershipLimited  General
                          Interest   Partners Partner    Total


<S>
<C>                        <C>                                <C>
<C>
Partners' Capital,
  December 31, 1998                                         3,744.082     $10,281,223
$293,743       $10,574,966

Net Loss                       -    (418,302)(11,361)    (429,663)

Redemptions                     (479.603)             (1,281,540)
-                (1,281,540)

Partners' Capital,
  September 30, 1999      3,264.479 $8,581,381         $282,382    $8,863,763



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

Net  Loss                       -     (178,454)    (7,798)      (
186,252)

Redemptions                     (395.373)             (1,031,006)
-                (1,031,006)

Partners' Capital,
  September 30, 2000      2,755.265 $6,578,504         $258,052     $6,836,556





<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 Nine Months Ended September 30,

                                       2000           1999
                                          $             $


CASH FLOWS FROM OPERATING ACTIVITIES
<S>
<C>                           <C>
   Net   loss                            (186,252)              (
429,663)
 Noncash item included in net loss:
      Net  change  in  unrealized         (494,906)             (
236,302)
 (Increase) decrease in operating assets:
         Interest      receivable      (DWR)                1,158
4,289
                     Due                 from                 DWR
-                                     (2,176)

 Decrease in operating liabilities:
     Accrued management fees (DWFCM)   (3,045)            (3,840)
Accrued             incentive             fee             (DWFCM)
-                                                  (3,871)
   Net   cash   used   for   operating   activities     (683,045)
(671,563)

CASH FLOWS FROM FINANCING ACTIVITIES

          Increase         in         redemptions         payable
2,044                        182,835                            R
edemptions        of       Units                      (1,031,006)
(1,281,540)
   Net   cash   used   for  financing  activities     (1,028,962)
(1,098,705)
   Net  decrease  in  cash              (1,712,007)             (
1,770,268)
     Balance     at    beginning    of    period        8,042,490
10,606,680
     Balance     at    end    of    period              6,330,483
8,836,412





<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 unauditied 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, 1999 Annual Report on Form 10-K.



1. Organization

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

limited  partnership  organized  to  engage  primarily   in   the

speculative  trading of commodity futures and forward  contracts,

physical    commodities,    and   other    commodity    interests

(collectively, "futures interests").



The  general  partner for the Partnership is  Demeter  Management

Corporation  ("Demeter").  The non-clearing commodity  broker  is

Dean  Witter Reynolds Inc. ("DWR").  Morgan Stanley &  Co.,  Inc.

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

("MSIL")  provide clearing and execution services.   The  trading

manager  is  Dean  Witter  Futures  &  Currency  Management  Inc.

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



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



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

Witter & Co.


2. Related Party Transactions

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

in futures interests trading accounts to meet margin requirements

as  needed. DWR pays interest on these funds based on current 13-

week   U.S.   Treasury  bills.  The  Partnership  pays  brokerage

commissions to DWR.  Management fees and incentive fees (if  any)

incurred by the Partnership are paid to DWFCM.



3.  Financial Instruments

The Partnership trades commodity futures and forward contracts on

physical commodities and other commodity interests.  Futures  and

forwards   represent  contracts  for  delayed  delivery   of   an

instrument  at  a  specified date and  price.  Risk  arises  from

changes  in  the  value  of  these contracts  and  the  potential

inability  of  counterparties to perform under the terms  of  the

contracts.   There  are numerous factors which may  significantly

influence the market value of these contracts, including interest

rate volatility.



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

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

133, "Accounting for Derivative Instruments and Hedging

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


Activities" effective for fiscal years beginning after  June  15,

2000,  as  amended by SFAS No. 137. The Partnership  adopted  the

provisions  of SFAS No. 133 beginning with the fiscal year  ended

December  31,  1998.  SFAS No. 133 superceded SFAS Nos.  119  and

105,  which  required  the disclosure of average  aggregate  fair

values  and contract/notional values, respectively, of derivative

financial  instruments for an entity that carries its  assets  at

fair  value.  SFAS No. 133 was further amended by SFAS  No.  138,

which  clarifies issues surrounding interest rate  risk,  foreign

currency  denominations,  normal  purchases  and  sales  and  net

hedging.  The application of SFAS No. 133, as amended by SFAS No.

137,  did  not  have  a significant effect on  the  Partnership's

financial  statements, nor will the application of the provisions

of  SFAS  No.  138 have a significant effect on the Partnership's

financial statements.



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



  3)   Terms require or permit net settlement.



Generally derivatives include futures, forwards, swaps or  option

contracts,   or   other   financial  instruments   with   similar

characteristics such as caps, floors and collars.



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  $788,580  and

$293,674   at   September  30,  2000  and  December   31,   1999,

respectively.



Of  the  $788,580  net  unrealized  gain  on  open  contracts  at

September  30, 2000, $222,625 related to exchange-traded  futures

contracts  and  $565,955  related to off-exchange-traded  forward

currency contracts.



Of the $293,674 net unrealized gain on open contracts at December

31,  1999,  $262,869 related to exchange-traded futures contracts

and  $30,805  related  to  off-exchange-traded  forward  currency

contracts.







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



Exchange-traded  futures contracts held  by  the  Partnership  at

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

2001   and   September  2000,  respectively.  Off-exchange-traded

forward  currency contracts held by the Partnership at  September

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

March 2000, respectively.



The Partnership has credit risk associated with counterparty non-

performance.  The credit risk associated with the instruments  in

which  the  Partnership  is involved is limited  to  the  amounts

reflected in the Partnership's statements of financial condition.



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

MSIL   act   as   the   futures  commission  merchants   or   the

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

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

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

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

the   Partnership's   exchange-traded  futures   contracts,   are

required,  pursuant  to  regulations  of  the  Commodity  Futures

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

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

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

including



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




an  amount  equal to the net unrealized gain on all open  futures

contracts, which funds, in the aggregate, totaled $6,553,108  and

$8,305,359  at  September  30,  2000  and  December   31,   1999,

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

traded forward currency contracts, there are no daily settlements

of  variations  in  value nor is there any  requirement  that  an

amount equal to the net unrealized gain on open forward contracts

be segregated.  With respect to those off-exchange-traded forward

currency contracts, the Partnership is at risk to the ability  of

MS  &  Co.,  the  sole counterparty on all of such contracts,  to

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

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

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

contracts,  should  materially decrease the Partnership's  credit

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

















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

Liquidity -  The Partnership deposits its assets with DWR as non-

clearing  broker  and  MS & Co. and MSIL as clearing  brokers  in

separate  futures trading accounts established  for  the  Trading

Manager,  which assets are used as margin to engage  in  trading.

The  assets are held in either non-interest-bearing bank accounts

or  in  securities  and instruments permitted  by  the  CFTC  for

investment   of  customer  segregated  or  secured  funds.    The

Partnership's assets held by the commodity brokers may be used as

margin   solely  for  the  Partnership's  trading.    Since   the

Partnership's  sole purpose is to trade in futures and  forwards,

it  is  expected that the Partnership will continue to  own  such

liquid assets for margin purposes.



The  Partnership's investment in futures and forwards  may,  from

time  to  time,  be illiquid.  Most U.S. futures exchanges  limit

fluctuations  in  prices  during  a  single  day  by  regulations

referred  to  as  "daily  price fluctuations  limits"  or  "daily

limits".   Trades may not be executed at prices beyond the  daily

limit.   If  the  price  for a particular  futures  contract  has

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

positions  in  that  futures contract can neither  be  taken  nor

liquidated  unless  traders are willing to effect  trades  at  or

within  the  limit.  Futures prices have occasionally  moved  the

daily  limit  for  several consecutive days  with  little  or  no

trading.  These market conditions could



<PAGE>

prevent  the  Partnership from promptly liquidating  its  futures

contracts and result in restrictions on redemptions.



There  is  no limitation on daily price moves in trading  forward

contracts  on  foreign  currency.  The  markets  for  some  world

currencies  have low trading volume and are illiquid,  which  may

prevent  the  Partnership from trading in potentially  profitable

markets  or  prevent  the Partnership from  promptly  liquidating

unfavorable   positions  in  such  markets,  subjecting   it   to

substantial  losses.   Either of these  market  conditions  could

result in restrictions on redemptions.



The  Partnership  has  never had illiquidity  affect  a  material

portion of its assets.



Capital  Resources. The Partnership does not have, or  expect  to

have,  any  capital assets.  Redemptions of additional  units  of

limited  partnership  interest ("Unit(s)")  in  the  future  will

affect  the  amount of funds available for investment in  futures

interests in subsequent periods.  It is not possible to  estimate

the  amount  and  therefore, the impact of future redemptions  of

Units.











<PAGE>

Results of Operations

General.  The Partnership's results depend on its Trading Manager

and the ability of the Trading Manager's trading programs to take

advantage of price movements or other profit opportunities in the

futures  and forwards markets.  The following presents a  summary

of  the Partnership's operations for the quarters and nine months

ended  September 30, 2000 and 1999, respectively, and  a  general

discussion of its trading activities during each period.   It  is

important  to note, however, that the Trading Manager  trades  in

various markets at different times and that prior activity  in  a

particular market does not mean that such market will be actively

traded  by  the  Trading Manager or will  be  profitable  in  the

future.   Consequently,  the  results  of   operations   of   the

Partnership are difficult to discuss other than in the context of

its  Trading  Manager's  trading  activities  on  behalf  of  the

Partnership  as a whole and how the Partnership has performed  in

the past.



For the Quarter and Nine Months Ended September 30, 2000

For  the  quarter  ended  September  30,  2000,  the  Partnership

recorded  total trading losses net of interest income of $452,279

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

significant  losses of approximately 3.8% were  recorded  in  the

energy  markets primarily during July from long futures positions

in  crude  oil  as prices reversed lower amid growing  conviction

that Saudi Arabia would follow through with a pledge to boost

<PAGE>

production.  Additional losses were experienced during  July  and

August  from  long  positions in natural gas  futures  as  prices

retreated on higher-than-expected inventory numbers, mild weather

and  technical  selling attributed to the decline  in  crude  oil

prices.   In soft commodities, losses of approximately 3.1%  were

incurred primarily during July from previously established  short

positions  and  subsequent long positions in  coffee  futures  as

prices traded in an extremely volatile pattern on weather related

concerns  for Brazil.  Additional losses were recorded  primarily

during  July  from  short positions in cotton futures  as  prices

moved  higher amid fears that the dryness and heat in Texas would

slash  the  size of the U.S. crop.  In the global interest  rates

futures  markets,  losses of approximately 2.8% were  experienced

primarily  during  September  from short  positions  in  Japanese

interest  rate futures as bond prices surged as investors  sought

refuge  from  declining  stock prices  in  the  U.S.  and  Japan.

Additional losses were recorded from long positions in Australian

interest rate futures as prices declined mirroring a drop in U.S.

Treasury  prices.   In  the global stock index  futures  markets,

losses of approximately 2.0% were recorded during late July  from

long  positions  in S&P 500 Index futures as prices  declined  on

fears  of  additional interest rate hikes in the U.S. and  Europe

and during September due to jitters in the technology industry as

well  as  from an overall concern regarding the oil markets.   In

the  metals  markets, losses of approximately 0.1% were  recorded

throughout a majority of the quarter from long aluminum futures

<PAGE>

positions  as  prices  declined  amid  currency  and  oil   price

fluctuations  and on fears that the global economy could  be  set

for  a  growth  slowdown.  These losses were mitigated  by  gains

recorded primarily during mid-September from long copper  futures

positions  as  prices rose higher due to a rise in  COMEX  copper

stocks.  A portion of the Partnership's overall losses was offset

by  gains of approximately 3.6% recorded in the currency  markets

primarily  during  September from short  positions  in  the  euro

relative  to the British pound as prices were pushed lower  on  a

lack  of  European  support for the common currency.   Additional

gains  were  recorded  during July and  September  from  a  short

Japanese  yen  position  as its value weakened  versus  the  U.S.

dollar on a weaker Japanese stock market, corporate failures  and

overall strengthening of the U.S dollar.  Total expenses for  the

three months ended September 30, 2000 were $144,821, resulting in

a  net  loss  of  $597,100.  The value of a Unit  decreased  from

$2,689.07 at June 30, 2000 to $2,481.27 at September 30, 2000.



For  the  nine  months ended September 30, 2000, the  Partnership

recorded  total  trading revenues, including interest  income  of

$333,097  and,  after expenses, posted a decrease  in  Net  Asset

Value  per  Unit.   The most significant losses of  approximately

10.2%  were recorded in the global interest rate futures  markets

primarily throughout a majority of the second quarter, as well as

during  July,  from  short positions in German  bund  futures  as

prices were pushed higher by a rise in U.S. prices.  Additional

<PAGE>

losses   were  incurred  primarily  during  February  from   long

positions in Japanese government bond futures as prices decreased

in  response  to the yen's weakness and the perception  in  Japan

that, despite a zero interest rate policy, 10-year interest rates

are  too  low.  During September, losses were also recorded  from

short  positions in Japanese interest rate futures as bond prices

surged as investors sought refuge from declining stock prices  in

the  U.S.  and Japan.  In the global stock index futures markets,

losses  of approximately 4.8% were incurred throughout a majority

of  the  first quarter and during April, late July and  September

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

prices  declined due to volatility in the technology  sector  and

fears  that the Federal Reserve will be forced to take aggressive

action  to  slow  the  economy.  In soft commodities,  losses  of

approximately 3.4% were incurred primarily during July from short

positions  in  cotton futures as prices moved higher  amid  fears

that  the dryness and heat in Texas would slash the size  of  the

U.S.  crop.  In the metals markets, losses of approximately  2.2%

were  recorded  throughout a majority of the third  quarter  from

long  aluminum futures positions as prices declined amid currency

and  oil  price fluctuations and on fears that the global economy

could   be  set  for  a  growth  slowdown.   A  portion  of   the

Partnership's overall losses was offset by gains of approximately

11.3%  recorded in the energy markets primarily during  May  from

long  positions in natural gas futures as prices continued  their

upward trend on fears that inventory levels remain low and that

<PAGE>

U.S.  demand  will  outstrip production.  Additional  gains  were

recorded during February from long positions in crude oil futures

as  prices  increased  due  to  a combination  of  cold  weather,

declining  inventories and increasing demand.   Oil  prices  also

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

price setting mechanism and a promise of only a modest production

increase.   In the currency markets, gains of approximately  4.6%

were  recorded  primarily during March, April and September  from

short  positions in the euro as the value of the European  common

currency weakened versus the U.S. dollar and British pound  on  a

lack  of  European  support.   Offsetting  currency  losses  were

experienced  during  March  as the  value  of  the  Japanese  yen

reversed  higher  versus the U.S. dollar, despite  dollar  buying

intervention  by the Bank of Japan on two occasions  during  that

month.   During  April  and  early May,  additional  losses  were

recorded  from long positions in the Japanese yen  as  its  value

weakened  relative to the U.S. dollar amid fears of an additional

Bank  of  Japan intervention and as Japanese consumer  confidence

remained  sluggish.   In  the  agricultural  markets,  gains   of

approximately 1.3% were recorded primarily during June  and  July

from  short corn futures positions as corn prices were  pressured

lower  by  a  damp  weather forecast in the U.S.  Midwest.  Total

expenses  for  the  nine  months ended September  30,  2000  were

$519,349,  resulting in a net loss of $186,252.  The value  of  a

Unit  decreased from $2,556.25 at December 31, 1999 to  $2,481.27

at September 30, 2000.

<PAGE>

For the Quarter and Nine Months Ended September 30, 1999

For  the  quarter  ended  September  30,  1999,  the  Partnership

recorded  total  trading revenues including  interest  income  of

$472,679 and posted an increase in Net Asset Value per Unit.  The

most significant gains of approximately 5.7% were recorded in the

metals  markets  primarily from short gold futures  positions  as

prices  dropped  during early July amid disappointment  over  low

prices  at the U.K. auction.  Newly established long gold futures

positions  also produced gains as prices skyrocketed due  to  the

results of the Bank of England's second gold auction on September

21  and  the  announcement of a plan by several European  central

banks  to  restrict sales of their gold reserves for five  years.

Additional  gains were recorded during August from long  aluminum

futures  positions  as  prices  increased  on  bullish  technical

factors and speculative buying.  In the energy markets, gains  of

approximately  3.7% were recorded primarily from long  crude  oil

futures positions as oil prices moved higher after OPEC ministers

confirmed  that  they  would uphold their global  cutbacks  until

April  of next year.  These gains were partially offset by losses

of  approximately  3.7%  recorded in  the  global  interest  rate

futures  markets  primarily from short Australian  interest  rate

futures  positions as prices increased during July and August  on

the  temporary  strength  in U.S. bonds and  weaker-than-expected

business spending data out of Australia.  Additional losses  were

recorded  from  short  U.S. interest rate  futures  positions  as

domestic bond prices moved temporarily higher on the release of

<PAGE>

benign  inflation  data and diminished fears of another  interest

rate  increase by the Federal Reserve.  Offsetting gains resulted

from  short  positions in German bond futures as prices  declined

during July on comments by Bundesbank President designate Welteke

that  he has started to see signs of a resurgence in the European

economy.   In the currency markets, losses of approximately  1.1%

were  experienced  early  in  the  quarter  primarily  from  long

Australian dollar positions as its value weakened versus the U.S.

dollar  due  to  depressed  commodities prices,  emerging  market

concerns and on-going talks that China may eventually devalue its

currency.   Newly  established short positions in  this  currency

resulted  in  additional  losses during September  as  its  value

strengthened relative to the U.S. dollar following the  rally  in

gold prices.  Losses were also experienced from long positions in

the  euro  and  the Swiss franc as the value of these  currencies

declined  sharply versus the U.S. dollar on September  10  as  an

intervention  by  the Bank of Japan temporarily strengthened  the

U.S. dollar versus most major currencies.  As a result, new short

positions  were established in the euro and the Swiss franc  only

to  result  in additional losses as these currencies strengthened

versus the U.S. dollar during the latter half of September  after

U.S.  trade  figures  reflected  a  record  deficit.   Offsetting

currency  gains were recorded from long positions in the Japanese

yen as the value of the yen climbed to a 44-month high versus the

U.S.  dollar amid optimism over Japan's economic recovery.  Total

expenses for the three months ended September 30, 1999 were

<PAGE>

$224,635,  resulting in net income of $248,044.  The value  of  a

Unit  increased from $2,642.94 at June 30, 1999 to  $2,715.22  at

September 30, 1999.



For  the  nine  months ended September 30, 1999, the  Partnership

recorded  total  trading revenues including  interest  income  of

$270,673  and,  after expenses, posted a decrease  in  Net  Asset

Value  per  Unit.   The most significant losses of  approximately

6.2% were experienced in the global interest rate futures markets

primarily  from short Australian interest rate futures  positions

as  prices  increased  during July and August  on  the  temporary

strength in U.S. bonds and weaker-than-expected business spending

data  out  of  Australia.  Additional losses were  recorded  from

short  Japanese bond futures positions as prices increased during

the first quarter amid growing speculation that the Bank of Japan

may  underwrite  Japanese government bonds and during  the  third

quarter on the strength of the Japanese yen and expectations that

additional  monetary easing in that country will  come.   In  the

currency  markets,  losses of approximately  3.1%  were  recorded

throughout  a majority of the first quarter primarily  from  long

Australian  dollar  positions as its value dropped  significantly

relative  to  the U.S. dollar on speculation regarding  potential

currency  devaluations in the Asian region.  Early in  the  third

quarter,  losses  were  recorded  from  long  positions  in  this

currency  due  to  depressed commodities prices, emerging  market

concerns and on-going talks that China may eventually devalue its

<PAGE>

currency.   Newly established short positions in  the  Australian

dollar  resulted  in additional losses during  September  as  its

value  strengthened  relative to the U.S.  dollar  following  the

rally  in  gold prices.  Offsetting currency gains were  recorded

during the third quarter from long positions in the Japanese  yen

as  the  value of the yen climbed to a 44-month high  versus  the

U.S.  dollar  due  to  continued optimism over  Japan's  economic

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

approximately  1.5% were experienced primarily  during  February,

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

domestic  equity prices moved lower on concerns that the  Federal

Reserve  may  raise  interest  rates  in  an  effort  to  control

inflation.   These  losses  were partially  offset  by  gains  of

approximately  6.0%  recorded  in the  energy  markets  primarily

during March from long positions in crude and heating oil futures

as  prices moved significantly higher on news that both OPEC  and

non-OPEC  countries had reached an agreement to cut total  output

beginning  April 1st.  Gains were also recorded during the  third

quarter  after  OPEC ministers confirmed that they  would  uphold

their  global cutbacks until April of next year.  In  the  metals

markets, gains of approximately 0.7% were recorded primarily from

short  gold  futures positions as prices dropped to 20-year  lows

during early July amid disappointment over low prices at the U.K.

auction.   Newly  established long gold  futures  positions  also

resulted in gains as prices skyrocketed due to the results of the

Bank of England's second gold auction on September 21 and an

<PAGE>

announcement by several European central banks that they plan  to

restrict  sales  of  their gold reserves for five  years.   Total

expenses  for  the  nine  months ended September  30,  1999  were

$700,336,  resulting in a net loss of $429,663.  The value  of  a

Unit  decreased from $2,824.45 at December 31, 1998 to  $2,715.22

at September 30, 1999.


Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
       RISK

Introduction

The  Partnership is a commodity pool involved in the  speculative

trading  of  futures interests.  The market-sensitive instruments

held  by  the  Partnership are acquired for  speculative  trading

purposes only and, as a result, all or substantially all  of  the

Partnership's  assets  are at risk of trading  loss.   Unlike  an

operating  company, the risk of market-sensitive  instruments  is

central,  not  incidental,  to  the Partnership's  main  business

activities.



The  futures interests traded by the Partnership involve  varying

degrees  of  market  risk.  Market risk is often  dependent  upon

changes  in  the level or volatility of interest rates,  exchange

rates,  and  prices  of  financial instruments  and  commodities.

Fluctuations  in market risk based upon these factors  result  in

frequent  changes  in  the fair value of the  Partnership's  open

positions, and, consequently, in its earnings and cash flow.



<PAGE>

The  Partnership's  total market risk is  influenced  by  a  wide

variety  of  factors,  including the  diversification  among  the

Partnership's open positions, the volatility present  within  the

markets,  and the liquidity of the markets.  At different  times,

each  of these factors may act to increase or decrease the market

risk associated with the Partnership.



The  Partnership's past performance is not necessarily indicative

of  its future results.  Any attempt to numerically quantify  the

Partnership's  market risk is limited by the uncertainty  of  its

speculative  trading.  The Partnership's speculative trading  may

cause future losses and volatility (i.e. "risk of ruin") that far

exceed  the  Partnership's experiences to date or any  reasonable

expectations based upon historical changes in market value.



Quantifying the Partnership's Trading Value at Risk

The    following    quantitative   disclosures   regarding    the

Partnership's  market  risk  exposures  contain  "forward-looking

statements"  within  the meaning of the safe  harbor  from  civil

liability  provided for such statements by the Private Securities

Litigation  Reform Act of 1995 (set forth in Section 27A  of  the

Securities Act of 1933 and Section 21E of the Securities Exchange

Act  of 1934).  All quantitative disclosures in this section  are

deemed to be forward-

looking  statements for purposes of the safe harbor,  except  for

statements of historical fact.



<PAGE>

The  Partnership accounts for open positions using mark-to-market

accounting  principles.   Any loss in the  market  value  of  the

Partnership's  open  positions  is  directly  reflected  in   the

Partnership's earnings, whether realized or unrealized,  and  its

cash  flow.   Profits and losses on open positions  of  exchange-

traded  futures  interests are settled  daily  through  variation

margin.



The  Partnership's risk exposure in the market sectors traded  by

the  Trading Manager is estimated below in terms of Value at Risk

("VaR").  The  VaR  model used by the Partnership  includes  many

variables that could change the market value of the Partnership's

trading  portfolio.  The Partnership estimates VaR using a  model

based  on historical simulation with a confidence level  of  99%.

Historical  simulation involves constructing  a  distribution  of

hypothetical  daily changes in the value of a trading  portfolio.

The  VaR  model takes into account linear exposures to price  and

interest  rate risk.  Market risks that are incorporated  in  the

VaR  model  include equity and commodity prices, interest  rates,

foreign exchange rates, and correlation among these variables.



The  hypothetical changes in portfolio value are based  on  daily

percentage changes observed in key market indices or other market

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

sensitive.    The   historical   observation   period   of    the

Partnership's VaR is approximately four years. The one-day 99%

<PAGE>

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.



VaR   models,   including  the  Partnership's,  are  continuously

evolving  as trading portfolios become more diverse and  modeling

techniques  and systems capabilities improve.  Please  note  that

the  VaR  model is used to numerically quantify market  risk  for

historic  reporting purposes only and is not utilized  by  either

Demeter  or  the  Trading Manager in their daily risk  management

activities.



The Partnership's Value at Risk in Different Market Sectors

The  following  table  indicates  the  VaR  associated  with  the

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

by  primary  market risk category as of September  30,  2000  and

1999.  As of September 30, 2000 and 1999, the Partnership's total

capitalization  was  approximately $7  million  and  $9  million,

respectively.

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

     Currency                  (2.78)%                 (1.73)%

     Commodity                 (2.40)                  (1.42)

     Interest Rate             (0.57)                  (0.88)

     Equity                       -                    (0.17)

     Aggregate Value at Risk   (3.28)%                 (2.44)%

<PAGE>

Aggregate Value at Risk represents the aggregate VaR of  all  the

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

individual Market Categories listed above.  Aggregate VaR will be

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  September  30, 2000  and  1999  only  and  is  not

necessarily representative of either the historic or future  risk

of  an  investment in the Partnership.  Because the Partnership's

only  business  is the speculative trading of futures  interests,

the composition of its trading portfolio can change significantly

over  any given time period, or even within a single trading day.

Any  changes  in  open positions could positively  or  negatively

materially impact market risk as measured by VaR.



The table below supplements the quarter-end VaR by presenting the

Partnership's high, low and average VaR as a percentage of  total

Net  Assets for the four quarterly reporting periods from October

1, 1999 through September 30, 2000.

Primary Market Risk Category        High      Low      Average

Currency                           (2.78)%   (0.79)%    (1.66)%

Commodity                          (2.40)    (0.80)     (1.74)

Interest Rate                      (1.56)    (0.22)     (0.98)

Equity                             (1.16)    (0.08)     (0.47)

Aggregate Value at Risk            (3.28)%   (1.24)%    (2.60)%

<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

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:

     past  changes in market risk factors will not always result

  in accurate predictions of the distributions and correlations of

  future market movements;

     changes  in portfolio value in response to market movements

  may differ from those of the VaR model;

    VaR results reflect past trading positions while future risk

  depends on future positions;





<PAGE>

     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 above present the results of the Partnership's VaR

for  each  of the Partnership's market risk exposures and  on  an

aggregate basis at September 30, 2000 and 1999 and for the end of

the four quarterly reporting periods from October 1, 1999 through

September  30, 2000.  Since VaR is based on historical data,  VaR

should  not  be viewed as predictive of the Partnership's  future

financial  performance or its ability to manage or monitor  risk.

There can be no assurance that the Partnership's actual losses on

a  particular day will not exceed the VaR amounts indicated above

or  that  such losses will not occur more than 1 in  100  trading

days.



Non-Trading Risk

The  Partnership has non-trading market risk on its foreign  cash

balances  not needed for margin.  These balances and  any  market

risk  they may represent are immaterial.  At September  30,  2000

the  Partnership's cash balance at DWR was approximately  86%  of

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

rates

<PAGE>

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

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

statements of historical fact and (B) the descriptions of how the

Partnership   manages  its  primary  market  risk   exposures   -

constitute  forward-looking  statements  within  the  meaning  of

Section  27A  of  the  Securities Act  and  Section  21E  of  the

Securities Exchange Act.

The  Partnership's primary market risk exposures as well  as  the

strategies used and to be used by Demeter and the Trading Manager

for   managing   such   exposures   are   subject   to   numerous

uncertainties,  contingencies and risks, any one of  which  could

cause  the  actual results of the Partnership's risk controls  to

differ   materially  from  the  objectives  of  such  strategies.

Government  interventions, defaults and expropriations,  illiquid

markets, the emergence of dominant fundamental factors, political

upheavals, changes in historical price relationships,  an  influx

of  new market participants, increased regulation and many  other

factors could

<PAGE>

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 September 30, 2000 by market sector.   It  may  be

anticipated,  however,  that  these market  exposures  will  vary

materially over time.



Currency.   The  Partnership's currency exposure is  to  exchange

rate  fluctuations,  primarily  fluctuations  which  disrupt  the

historical pricing relationships between different currencies and

currency  pairs.  Interest rate changes as well as political  and

general  economic  conditions influence these fluctuations.   The

Partnership  trades  in  a large number of currencies,  including

cross-rates - i.e., positions between two currencies  other  than

the  U.S. dollar.  At September 30, 2000, the Partnership's major

exposures  were  in the euro currency crosses and  outright  U.S.

dollar  positions.  Outright positions consist of the U.S. dollar

vs.  other currencies.  These other currencies include the  major

and  minor currencies.  Demeter does not anticipate that the risk

profile   of  the  Partnership's  currency  sector  will   change

significantly  in  the future.  The currency trading  VaR  figure

includes foreign margin amounts converted into U.S. dollars with



<PAGE>

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.



Commodity

Metals.   The Partnership's second largest exposure at  September

30,  2000  was in the metals complex. This included positions  in

aluminum, copper and gold. Prices in these markets are influenced

by  general economic conditions, warehouse stocks and in the case

of gold, central bank sales.



Energy.   At September 30, 2000 the Partnership's energy exposure

was  in  futures  contracts  in the natural  gas  market.   Price

movement  in  this market results from political developments  in

the   Middle   East,   weather  patterns   and   other   economic

fundamentals.  It is possible that volatility will  remain  high.

Significant  profits and losses, which have been  experienced  in

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

market.  Natural gas has exhibited volatility in prices resulting

from  weather  patterns  and supply and demand  factors  and  may

continue in this choppy pattern.



Soft Commodities and Agriculturals.  At  September 30, 2000   the

Partnership had exposure in the corn, cotton and coffee  markets.

Supply  and  demand inequalities, severe weather  disruption  and

market expectations affect price movements in these markets.

<PAGE>

Interest  Rate.  The third largest market exposure  at  September

30,  2000 was in the interest rate complex.  Exposure was  spread

across   United  States  and  Japanese  interest  rate   sectors.

Interest  rate  movements  directly  affect  the  price  of   the

sovereign  bond  futures positions held by  the  Partnership  and

indirectly  affect  the  value of its stock  index  and  currency

positions.   Interest rate movements in one country  as  well  as

relative  interest  rate movements between  countries  materially

impact   the   Partnership's  profitability.   The  Partnership's

primary  interest  rate exposure is generally  to  interest  rate

fluctuations  in the United States and the other  G-7  countries.

The  G-7  countries  consist of France, U.S.,  Britain,  Germany,

Japan,  Italy  and Canada.  However, the Partnership  also  takes

futures  positions  in the government debt of smaller  nations  -

e.g.  Australia.   Demeter anticipates that  G-7  and  Australian

interest rates will remain the primary interest rate exposure  of

the  Partnership  for  the foreseeable future.   The  changes  in

interest  rates  that  have the most significant  effect  on  the

Partnership are changes in short to intermediate term as  opposed

to  long  term  rates  as  most of  the  positions  held  by  the

Partnership are in short term and medium term instruments.



Qualitative Disclosures Regarding Non-Trading Risk Exposure

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

Partnership at September 30, 2000:



<PAGE>

Foreign  Currency  Balances.  The Partnership's  primary  foreign

currency  balances at September 30, 2000 were  in  Japanese  yen.

The  Partnership controls the non-trading risk of these  balances

by  regularly  converting these balances back into  dollars  upon

liquidation of the respective position.



Qualitative Disclosures Regarding Means of Managing Risk Exposure

The  Partnership and the Trading Manager, separately, attempt  to

manage   the   risk  of  the  Partnership's  open  positions   in

essentially  the  same  manner in all market  categories  traded.

Demeter  attempts  to manage market  exposure   by   diversifying

the   Partnership's  assets among different  market  sectors  and

trading approaches, and monitoring the performance of the Trading

Manager  daily.   In  addition, the Trading  Manager  establishes

diversification  guidelines, often set in terms  of  the  maximum

margin  to be committed to positions in any one market sector  or

market-sensitive instrument.



Demeter monitors and controls the risk of the Partnership's  non-

trading   instrument,  cash.   Cash  is  the   only   Partnership

investment directed by Demeter, rather than the Trading Manager.










<PAGE>

                 PART II.    OTHER INFORMATION


Item 1.   LEGAL PROCEEDINGS

Please  refer  to Legal Proceedings previously disclosed  in  the

Partnership's Form 10-Q(s) for the quarters ended March 31,  2000

and  June 30, 2000 and Form 10-K for the year ended December  31,

1999.


Item 6.   Exhibits and Reports on Form 8-K

(A)   Exhibits

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

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

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

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

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





<PAGE>

10.06      Customer  Agreement, dated as of May 1,  2000  between
     Morgan  Stanley & Co. Incorporated, the Partnership and Dean
     Witter Reynolds Inc. is incorporated by reference to Exhibit
     10.06 of the Partnership's Quarterly Report on Form 10-Q for the
     quarter ended June 30, 2000, (File No. 0-17446).

(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)

November 14, 2000           By:/s/Raymond E. Koch
                                  Raymond E. Koch
                                  Chief Financial Officer




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