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 September 30, 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

                     September 30, 1997
<CAPTION>

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

     Statements of Financial Condition September 30, 1997
     (Unaudited) and December 31, 1996.....................2

     Statements of Operations for the Quarters Ended
     September 30, 1997 and 1996 (Unaudited)...............3

     Statements of Operations for the Nine Months Ended
     September 30, 1997 and 1996 (Unaudited)...............4

     Statements of Changes in Partners' Capital for the
        Nine Months ended September 30, 1997 and 1996
     (Unaudited)...........................................5

     Statements of Cash Flows for the Nine Months Ended
     September 30, 1997 and 1996 (Unaudited)...............6

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

Item 2. Management's Discussion and Analysis of

Financial Condition and Results of Operations..13-19

Part II. OTHER INFORMATION

Item 1. Legal Proceedings..............................20-21

Item 5. Other Information.................................21

Item 6. Exhibits and Reports on Form 8-K..................22



</TABLE>












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

<CAPTION>

                                          September 30,   December 31,
                                               1997           1996
                                                $              $
                                           (Unaudited)
ASSETS
<S>                                         <C>              <C>
Equity in Commodity futures trading accounts:
 Cash                                       10,915,331      12,415,430
  Net  unrealized gain on open contracts       689,490         160,193

 Total Trading Equity                       11,604,821      12,575,623

Interest receivable (DWR)                       36,919          42,043

 Total Assets                               11,641,740      12,617,666


LIABILITIES AND PARTNERS' CAPITAL

Liabilities

 Redemptions payable                          530,225          297,904
 Accrued management fee (DWFCM)                29,099           31,538
 Accrued brokerage commissions (DWR)           26,234           15,137
 Accrued transaction fees and costs             2,067            2,330

 Total Liabilities                            587,625          346,909


Partners' Capital

 Limited Partners ( 4,281.169 and
  4,982.521 Units, respectively)           10,791,952       12,019,867
 General Partner (104 Units)                  262,163          250,890

 Total Partners' Capital                   11,054,115       12,270,757

 Total Liabilities and Partners' Capital   11,641,740       12,617,666


NET ASSET VALUE PER UNIT                     2,520.80         2,412.41


<FN>

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

</TABLE>

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



<CAPTION>


                                For the Quarters Ended September 30,

                                        1997            1996
                                         $            $
REVENUES
<S>                                  <C>            <C>
 Trading profit:
    Realized                         183,098    144,140
    Net change in unrealized         525,415    813,840

      Total Trading Results          708,513    957,980

 Interest Income (DWR)               117,079    119,649

      Total Revenues                 825,592  1,077,629


EXPENSES

 Brokerage fees (DWR)                194,316    246,062
 Management fees (DWFCM)              87,118     90,036
 Transaction fees and costs           15,593     16,507

      Total Expenses                 297,027    352,605

NET INCOME                           528,565    725,024


NET INCOME ALLOCATION

Limited Partners                     516,603    710,956
General Partner                       11,962     14,068


NET INCOME PER UNIT

Limited Partners                       115.02    135.27
General Partner                        115.02    135.27

<FN>

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

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


<CAPTION>

                             For the Nine Months Ended September 30,

                                       1997            1996
                                        $            $
REVENUES
<S>                                  <C>       <C>
 Trading profit (loss):
    Realized                         599,472   (884,671)
    Net change in unrealized         529,297     161,586

      Total Trading Results        1,128,769   (723,085)

 Interest Income (DWR)               368,287    381,512

      Total Revenues               1,497,056   (341,573)


EXPENSES

 Brokerage fees (DWR)                640,232    832,679
 Management fees (DWFCM)             276,598    285,575
 Transaction fees and costs          50,693      68,492
 Incentive fees (DWFCM)                   -      (2,590)

      Total Expenses                 967,523  1,184,156

NET INCOME (LOSS)                    529,533  (1,525,729)


NET INCOME (LOSS) ALLOCATION

 Limited Partners                    518,260 (1,499,001)
 General Partner                      11,273    (26,728)


NET INCOME (LOSS) PER UNIT

 Limited Partners                     108.39    (257.00)
 General Partner                      108.39    (257.00)


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

</TABLE>


<PAGE>
<TABLE>
          DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
           STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
      For the Nine Months Ended September 30, 1997and 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                       -     (1,499,001)   (26,728)   (1,525,729)

Redemptions             (551.742)    (1,211,800)         -    (1,211,800)

Partners' Capital
 September 30, 1996    5,210.009    $11,630,556   $236,893   $11,867,449






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

Net Income                    -         518,260     11,273       529,533

Redemptions             (701.352)    (1,746,175)         -    (1,746,175)

Partners' Capital
 September 30, 1997    4,385.169    $10,791,952   $262,163   $11,054,115




<FN>



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


</TABLE>





<PAGE>
<TABLE>

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



<CAPTION>


                             For the Nine Months Ended September 30,

                                                   1997            1996
                                                       $            $
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                <C>       <C>
Net   income  (loss):                              529,533   (1,525,729)
Noncash item included in net income (loss):
      Net  change  in  unrealized                 (529,297)    (161,586)

Decrease in operating assets:
    Interest receivable (DWR)                        5,124       15,257

Increase (decrease) in operating liabilities:
    Accrued management fee (DWFCM)                  (2,439)      (8,221)
    Accrued brokerage commissions (DWR)             11,097      (99,790)
    Accrued transaction fees and costs                (263)      (3,089)
    Accrued incentive fee   (DWFCM)                    -         (3,299)

Net cash provided by (used for) operating activities 13,755  (1,786,457)


CASH FLOWS FROM FINANCING ACTIVITIES


   Increase  (decrease)  in  redemptions  payable   232,321    (439,892)
   Redemptions  of  units                        (1,746,175) (1,211,800)

Net cash used for financing activities           (1,513,854) (1,651,692)


Net decrease in cash                             (1,500,099) (3,438,149)

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

Balance  at  end  of  period                     10,915,331  11,205,380
<FN>




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

<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 (collectively,

"futures interests").  The general partner for the Partnership is

Demeter Management Corporation ("Demeter").  The commodity broker

for  most  of  the  Partnership's  transactions  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 Morgan  Stanley,

Dean Witter, Discover & Co. ("MSDWD").



On July 31, 1997, DWR closed the sale of its institutional

futures business and foreign currency trading operations to Carr

Futures Inc. ("Carr"), a subsidiary of Credit Agricole Indosuez.

Following the sale, Carr became the counterparty on the

Partnership's foreign currency trades.  However, during a

<PAGE>

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




transition period of about four months, DWR will continue to

perform certain services relating to the Partnership's futures

trading including clearance.  After such transaction period, DWR

will continue to serve as a non-clearing commodity broker for the

Partnership with Carr providing all clearing services for

Partnership transactions.



2. Related Party Transactions

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

commodity trading accounts to meet margin requirements as needed.

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

                                

<PAGE>

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




significantly  influence  the market value  of  these  contracts,

including  interest rate volatility.  At September 30,  1997  and

December 31, 1996, open contracts were:


Contract or Notional Amount
                            September 30, 1997       December 31,
1996                                     $                   $

Exchange-Traded Contracts
 Financial Futures:
   Commitments to Purchase       376,000                  -
 Commodity Futures:
   Commitments to Purchase     6,457,000           2,026,000
   Commitments to Sell         4,598,000           6,083,000
 Foreign Futures:
   Commitments to Purchase    17,239,000           6,629,000
   Commitments to Sell         4,858,000          11,748,000
Off-Exchange-Traded
 Forward Currency Contracts
   Commitments to Purchase    22,109,000          33,150,000
   Commitments to Sell        21,680,000          42,844,000


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

forward   currency   contracts  is  due  to  offsetting   forward

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

date   in   the   future.   These  commitments  are  economically

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

settlement date.

                                
The  net  unrealized gains on open contracts are  reported  as  a

component  of  "Equity in Commodity futures trading accounts"  on

the  Statements of Financial Condition and totaled  $689,490  and

$160,193 at September 30, 1997 and December 31, 1996,

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


respectively.   Of  the  $689,490 net  unrealized  gain  on  open

contracts  at September 30, 1997, $466,020, related to  exchange-

traded  futures  contracts and $223,470 related to  off-exchange-

traded   forward  currency  contracts.   Of  the   $160,193   net

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

September  30,  1997 and December 31, 1996 mature  through  March

1998  and  June 1997, respectively.  Off-exchange-traded  forward

currency contracts held by the Partnership at September 30,  1997

and  December 31, 1996 mature through December 1997 and  February

1997,  respectively.  The contract amounts  in  the  above  table

represent  the  Partnership's  extent  of  involvement   in   the

particular class of financial instrument, but not the credit risk

associated  with  counterparty nonperformance.  The  credit  risk

associated  with  these  instruments is limited  to  the  amounts

reflected in the Partnership's Statements of Financial Condition.



The  Partnership also has credit risk because either DWR or  Carr

acts as the futures commission merchant or the counterparty, with

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

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

variations  in  value  settled on a daily  basis.   DWR,  as  the

futures

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



commission  merchant for all of the Partnership's exchange-traded

futures  contracts,  is required pursuant to regulations  of  the

Commodity  Futures Trading Commission ("CFTC") 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

$11,285,326  and $12,838,659 at September 30, 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 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 Carr, the sole counterparty on all such contracts,

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

guaranteed Carr's obligations to the Partnership.



For  the  nine months ended September 30, 1997 and for  the  year

ended  December  31, 1996,  the average fair value  of  financial

instruments held for trading purposes was as follows:










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




                                      September 30, 1997
                                       Assets        Liabilities
                                         $               $

Exchange-Traded Contracts:
  Financial Futures                  3,755,000       14,954,000
  Commodity Futures                  4,416,000        5,484,000
  Foreign Futures                   13,695,000        8,500,000
Off-Exchange-Traded Forward
 Currency Contracts                 21,060,000       30,505,000


                                        December 31, 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  futures

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

Partnership as margin to engage in futures interest trading.  DWR

and  Carr hold such assets in either designated depositories  or

in  securities  approved by the CFTC for investment  of  customer

funds. The Partnership's assets held by DWR and Carr may be  used

as  margin  solely  for  the Partnership's  trading.   Since  the

Partnership's  sole purpose is to trade in futures interests,  it

is expected that the Partnership will continue to own such liquid

assets for margin purposes.



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

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

fluctuations in certain futures interest prices during  a  single

day  by  regulations  referred to as  "daily  price  fluctuations

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

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

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

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

limit",  positions in such futures interest can neither be  taken

nor liquidated unless traders are willing to effect trades at  or

within  the  limit.   Futures interest prices  have  occasionally

moved the daily limit for several consecutive days with little or

no trading.  Such market conditions could prevent the Partnership

from promptly liquidating its futures interests and result in

<PAGE>

restrictions on redemptions.  However, since the commencement  of

trading  by  the Partnership, there has never been  a  time  when

illiquidity  has affected a material portion of the Partnership's

assets.



There  is  no limitation on daily price moves in trading  forward

contracts  on  foreign currencies.  The markets  for  some  world

currencies  have low trading volume and are illiquid,  which  may

prevent  the  Partnership from trading in potentially  profitable

markets  or  prevent  the Partnership from  promptly  liquidating

unfavorable  positions  in  such markets  and  subjecting  it  to

substantial  losses.   Either of these  market  conditions  could

result in restrictions on redemptions.



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

expect  to  have, any capital assets.  Redemptions  of

additional  Units of Limited Partnership Interest in  the  future

will  affect  the  amount of funds available for  investments  in

futures interests in subsequent periods.  As redemptions  are  at

the  discretion  of the Limited Partners, it is not  possible  to

estimate   the  amount  and  therefore  the  impact   of   future

redemptions.



Results of Operations

For the Quarter and Nine Months Ended September 30, 1997

For  the quarter ended September 30, 1997 the Partnership's total

trading revenues including interest income were $825,592. During

<PAGE>

the  third  quarter, the Partnership posted a gain in  Net  Asset

Value  per  Unit.   The most significant gains were  recorded  in

financial  futures  due primarily to an upward  trend  in  global

interest rate futures prices during July and September.   Smaller

profits  were recorded in global stock index futures  from  short

Nikkei  Index  futures  during  the  quarter.   In  the  currency

markets,  gains were recorded during July from short German  mark

positions  as the value of the U.S. dollar increased  versus  the

German  mark.   During  August, the  value  of  the  German  mark

increased  versus the U.S. dollar, resulting in  losses  for  the

Partnership. This upward price move resulted in new  long  German

mark  positions,  which  profited  during  September.  Additional

currency  gains  were  recorded from transactions  involving  the

Malaysian  ringgit,  Australian  dollar  and  Swedish  krona.   A

portion  of these currency gains was offset by losses experienced

from  transactions involving the British pound and Japanese  yen.

In  the energy markets, gains were recorded from long natural gas

positions  as  prices increased during August and September.   In

metals,  gains were recorded from long zinc futures  during  July

and  long silver futures positions during September.  Gains  were

also  recorded from short copper futures positions during  August

and  September.  Trading losses in aluminum futures during August

offset  a  portion  of  these gains.   In  soft  commodities  and

agricultural markets, losses were recorded as a result of  short-

term volatile price movement in a majority of the markets traded,

particularly, cocoa, cotton and corn futures.  Total expenses for

the period were $297,027, resulting in net income of $528,565.

<PAGE>

The value of an individual Unit in the Partnership increased from

$2,405.78 at at June 30, 1997 to $2,520.80 at September 30, 1997.



For  the  nine  months ended September 30, 1997 the Partnership's

total  revenues including interest income were $1,497,056. During

the  first three-quarters of year, the Partnership posted a  gain

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

were  recorded  in  the  currency  markets  as  a  result  of   a

strengthening  in the value of the U.S. dollar relative  to  most

major   currencies  during  the  period  January  through  April.

Additional currency gains were recorded during the third  quarter

from  transactions involving the German mark, Malaysian  ringgit,

Swedish  knona and Australian dollar.  A portion of  these  gains

was  offset  by  losses from transactions involving  the  British

pound  and  Canadian dollar during February, March  and  May.  In

metals,  gains experienced from short gold futures  positions  in

January  and  July from long zinc futures positions in  July  and

long  silver  futures  positions in September  more  than  offset

losses  recorded  from  base  metals futures  during  the  second

quarter.   A portion of the Partnership's overall gains  for  the

first  nine months of the year was offset by losses from  trading

energy  futures  as  oil and gas prices moved without  consistent

direction  for  a  majority of the year.  One  exception  in  the

energy  complex  was natural gas futures prices, which  increased

during  the  third  quarter, thus resulting in  gains  from  long

positions.   In  soft commodities, losses recorded  from  trading

cocoa, cotton and sugar futures during the third quarter offset

<PAGE>

profits  recorded  during the first half of the  year  from  long

coffee  futures positions.  In agricultural markets, losses  were

recorded  from trading corn futures during the third quarter  and

soybean  oil  during  the first half of the year.   In  financial

futures, trading gains recorded from short Nikkei Index and  long

global  interest rate futures during the third quarter more  than

offset the losses experienced in global interest rate futures  as

a  result  of short-term price volatility during the  first  four

months of the year.  Total expenses for the period were $967,523,

resulting  in net income of $529,533.  The value of an individual

Unit in the Partnership increased from $2,412.41 at December  31,

1996 to $2,520.80 at September 30, 1997.



For the Quarter and Nine Months Ended September 30, 1996

For the quarter ended September 30, 1996, the Partnership's total

trading  revenues  including  interest  income  were  $1,077,629.

During  the third quarter, the Partnership posted an increase  in

Net  Asset  Value per Unit.  The most significant  trading  gains

were   recorded  in  the  financial  futures  markets  from  long

Australian,  European  and  Japanese bond  futures  positions  as

global interest rate futures prices moved steadily higher between

July and September.  Additional gains were recorded in the energy

markets from long positions in crude, heating and gas oil futures

as prices in these markets trended higher throughout the quarter.

Gains were also recorded in metals as a downward move in aluminum

futures prices during September resulted in gains from previously

established short positions.  A portion of the overall gains for

<PAGE>

the quarter was offset by losses experienced in the agricultural,

currency  and soft commodities markets.  In agricultural markets,

losses were recorded as soybean and corn futures prices moved  in

an  inconsistent pattern during most of the quarter.   Additional

losses  were recorded in the currency markets during August  from

short  Australian dollar positions as its value  reversed  higher

relative  to the U.S. dollar and other world currencies and  from

short  Japanese  yen  positions as its  value  increased  sharply

during late August.  In soft commodities, losses were recorded as

a  result  of  trendless  movement in cotton  and  coffee  prices

throughout  most of the quarter.  Total expenses for the  quarter

were $352,605, resulting in net income of $725,024.  The value of

an individual Unit in the Partnership increased from $2,142.55 at

June 30, 1996 to $2,277.82 at September 30, 1996.



For  the  nine months ended September 30, 1996, the Partnership's

total  trading  losses  net  of interest  income  were  $341,573.

During  the  first  three quarters of the year,  the  Partnership

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

significant losses were recorded in soft commodities as a  result

of  choppy  price  movement in coffee, cotton and  cocoa  futures

during  a  majority  of  the  first  nine  months  of  the  year.

Additional losses were recorded in the agricultural markets as  a

result of trendless price movement in soybean products during the

first  and third quarters of the year.  Gains from long corn  and

wheat  futures  positions  during the  second  quarter  offset  a

portion  of  these losses.  In financial futures trading,  losses

were recorded as a

<PAGE>

result  of  short-term volatile movement in  global  stock  index

futures  prices  during the first nine months of  the  year.   In

interest rate futures, gains experienced during the third quarter

from  long  Australian and European bond futures  positions  more

than offset losses recorded during the first half of the year  in

U.S.  and  Japanese  interest  rate  futures.   In  the  currency

markets,  losses were recorded during February as a result  of  a

sharp and sudden trend reversal in the previous downward move  in

the value of the Japanese yen and most European currencies, which

had  resulted  in gains during January.  Smaller currency  losses

were  recorded  from transactions involving the Canadian  dollar.

Trading gains experienced from transactions involving the  German

mark  relative  to  the  U.S. dollar and other  world  currencies

during  April  and  July helped to mitigate currency  losses.   A

portion  of  overall losses during the first nine months  of  the

year was offset by gains from short aluminum futures positions as

prices  declined sharply during September.  These gains,  coupled

with  smaller profits from trading gold, more than offset  losses

experienced in silver and other base metals during the first half

of  the year.  Gains experienced during the third quarter in  the

energy  markets  from a strong upward move in  heating,  gas  and

crude oil futures prices more than offset losses experienced from

trading unleaded gas futures earlier in the year.  Total expenses

for  the  quarter were $1,184,156, resulting in  a  net  loss  of

$1,525,729.   The value of an individual Unit in the  Partnership

decreased  from  $2,534.82 at December 31, 1995 to  $2,277.82  at

September 30, 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, MSDWD

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

Parties"),  the  Partnership, certain other  limited  partnership

commodity  pools  of  which Demeter is the general  partner,  and

certain  trading advisors to those pools.  On June 16, 1997,  the

plaintiffs  in  the  above actions filed a  consolidated  amended

complaint.   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  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

<PAGE>

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.




Item 5.  OTHER INFORMATION

On  July  21,  1997,  MSDWD,  the sole  shareholder  of  Demeter,

appointed  a  new  Board of Directors consisting  of  Richard  M.

DeMartini, Mark J. Hawley, Lawrence Volpe, Joseph G. Siniscalchi,

Edward C. Oelsner III, and Robert E. Murray.



























<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)

November   10,  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.