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, 1996 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, 1996    
<CAPTION>

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

         Statements of Financial Condition September 30, 1996
         (Unaudited) and December 31, 1995.....................2

         Statements of Operations for the Quarters Ended
         September 30, 1996 and 1995 (Unaudited)...............3 

         Statements of Operations for the Nine Months Ended
         September 30, 1996 and 1995 (Unaudited)...............4

         Statements of Changes in Partners' Capital for the 
         Nine Months ended September 30, 1996 and 1995
         (Unaudited)...........................................5

         Statements of Cash Flows for the Nine Months Ended
         September 30, 1996 and 1995 (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 6.       Exhibits and Reports on Form 8-K...........       20


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

<CAPTION>
                                                                       September 30,              December 31,
                                                                           1996                       1995     
                                                                             $                          $
                                                                        (Unaudited)
ASSETS
<S>                                                                     <C>                          <C>    
Equity in Commodity futures trading accounts:
   Cash                                                                  11,205,380                   14,643,529
   Net unrealized gain on open contracts                                  1,014,005                      852,419
   
   Total Trading Equity                                                  12,219,385                   15,495,948

Interest receivable (DWR)                                                    39,010                       54,267

   Total Assets                                                          12,258,395                   15,550,215


LIABILITIES AND PARTNERS' CAPITAL

Liabilities

   Redemptions payable                                                      341,356                      781,248
   Accrued management fee (DWFCM)                                            30,641                       38,862
   Accrued brokerage commissions (DWR)                                       16,797                      116,587
   Accrued transaction fees and costs                                         2,152                        5,241
   Accrued incentive fee (DWFCM)                                                  -                        3,299


   Total Liabilities                                                        390,946                      945,237


Partners' Capital

   Limited Partners (5,106.009 and
    5,657.751 Units, respectively)                                       11,630,556                   14,341,357
   General Partner (104 Units)                                              236,893                      263,621

   Total Partners' Capital                                               11,867,449                   14,604,978

   Total Liabilities and Partners' Capital                               12,258,395                   15,550,215


NET ASSET VALUE PER UNIT                                                   2,277.82                     2,534.82
<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,    

                                                                         1996                    1995      
                                                                           $                       $
REVENUES
<S>                                                                   <C>                     <C>       
   Trading profit (loss):                                                       
        Realized                                                       144,140                  164,174   
        Net change in unrealized                                       813,840               (1,794,089)

           Total Trading Results                                       957,980               (1,629,915)  

   Interest Income (DWR)                                               119,649                  184,766   

           Total Revenues                                            1,077,629               (1,445,149)  


EXPENSES

   Brokerage fees (DWR)                                                246,062                  378,756   
   Management fees (DWFCM)                                              90,036                  126,252   
   Transaction fees and costs                                           16,507                   32,352   
   Incentive fees (DWFCM)                                                    -                 (325,092)  
                                                                                
           Total Expenses                                              352,605                  212,268   

NET INCOME (LOSS)                                                      725,024              (1,657,417)


NET INCOME (LOSS) ALLOCATION

   Limited Partners                                                    710,956               (1,629,637)
   General Partner                                                      14,068                  (27,780)

                                                                                                        
NET INCOME (LOSS) PER UNIT

   Limited Partners                                                     135.27                  (267.12)
   General Partner                                                      135.27                  (267.12)

<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,     

                                                                         1996                    1995      
                                                                           $                       $
REVENUES
<S>                                                                  <C>                     <C>        
   Trading profit (loss):                                                       
        Realized                                                      (884,671)               3,590,864 
        Net change in unrealized                                       161,586               (3,026,862)

           Total Trading Results                                      (723,085)                 564,002 

   Interest Income (DWR)                                               381,512                  574,205 

           Total Revenues                                             (341,573)               1,138,207 


EXPENSES

   Brokerage fees (DWR)                                                832,679                1,180,793   
   Management fees (DWFCM)                                             285,575                  393,598   
   Transaction fees and costs                                           68,492                  102,407 
   Incentive fees (DWFCM)                                               (2,590)                (160,363)
                                                                                
           Total Expenses                                            1,184,156                1,516,435 

NET LOSS                                                            (1,525,729)                (378,228)


NET LOSS ALLOCATION

   Limited Partners                                                 (1,499,001)                (370,922)
   General Partner                                                     (26,728)                  (7,306)

                                                                                                        
NET LOSS PER UNIT

   Limited Partners                                                    (257.00)                  (70.26)
   General Partner                                                     (257.00)                  (70.26)

<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, 1996 and 1995
                                                      (Unaudited)



<CAPTION>

                                                  Units of
                                                 Partnership          Limited           General
                                                  Interest           Partners           Partner            Total
<S>                                              <C>               <C>                <C>                <C>     
Partners' Capital
  December 31, 1994                               6,492.295       $16,676,005          $271,481         $16,947,486 

Net Loss                                                  -          (370,922)           (7,306)           (378,228)  

Redemptions                                        (422.337)       (1,150,686)                -          (1,150,686)

Partners' Capital
  September 30, 1995                              6,069.958       $15,154,397          $264,175         $15,418,572 




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 





<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,     

                                                                         1996                    1995      
                                                                           $                       $
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                  <C>                       <C>       
Net loss                                                              (1,525,729)               (378,228)
Noncash item included in net loss:
        Net change in unrealized                                        (161,586)              3,026,862 

   Decrease in operating assets:
        Interest receivable (DWR)                                         15,257                  10,352 

   Increase (decrease) in operating liabilities:
        Accrued management fee (DWFCM)                                    (8,221)               (175,614)
        Accrued brokerage commissions (DWR)                              (99,790)                 (4,371) 
        Accrued transaction fees and costs                                (3,089)                  1,436 
        Accrued incentive fee (DWFCM)                                     (3,299)                (13,113)
   

Net cash provided by (used for) operating activities                  (1,786,457)              2,467,324 


CASH FLOWS FROM FINANCING ACTIVITIES


   Decrease in redemptions payable                                       (439,892)               (26,391)
   Redemptions of units                                                (1,211,800)            (1,150,686)

Net cash used for financing activities                                 (1,651,692)            (1,177,077) 


Net increase (decrease) in cash                                        (3,438,149)             1,290,247  

Balance at beginning of period                                         14,643,529             15,466,376 

Balance at end of period                                               11,205,380             16,756,623 



<FN>

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

</TABLE>
<PAGE>
           DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
                 NOTES TO FINANCIAL STATEMENTS
                        (UNAUDITED)
The financial statements include, in the opinion of management, all
adjustments necessary for a fair presentation of the results of
operations and financial condition.  The financial statements and
condensed notes herein should be read in conjunction with the
Partnership's December 31, 1995 Annual Report on Form 10-K.

1. Organization  
Dean Witter Diversified Futures Fund II L.P. (the "Partnership") is
a limited partnership organized to engage in the speculative
trading of commodity futures and futures-related contracts,
including forward contracts on foreign currencies.  The General
Partner for the Partnership is Demeter Management Corporation (the
"General Partner").  The commodity broker is Dean Witter Reynolds
Inc. ("DWR").  The trading manager who makes all trading decisions
for the Partnership is Dean Witter Futures and Currency Management
Inc. ("DWFCM").  The General Partner, DWR and DWFCM are all wholly
owned subsidiaries of Dean Witter, Discover & Co.  


2. Summary of Significant Accounting Policies
Effective September 1, 1996, brokerage commissions are accrued at
80% of DWR's published non-member rates on a half-turn basis with
maximum total brokerage commissions and transaction fees chargeable
to the Partnership capped at .65% per month of adjusted Net Assets
as defined in the Limited Partnership Agreement.
<PAGE>
              DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
               NOTES TO FINANCIAL STATEMENTS (CONTINUED)


3. Related Party Transactions
The Partnership's cash is on deposit with DWR in commodity trading
accounts to meet margin requirements as needed.  DWR pays interest
on these funds based on current 13-week U.S. Treasury Bill rates. 
Brokerage expenses incurred by the Partnership are paid to DWR. 
Management and incentive fees incurred by the Partnership are paid
to DWFCM.

4. Financial Instruments
The Partnership trades futures and forward contracts in interest
rates, stock indices, commodities, currencies, petroleum and
precious metals.  Futures and forwards represent contracts for
delayed delivery of an instrument at a specified date and price. 
Risk arises from changes in the value of these contracts and the
potential inability of counterparties to perform under the terms of
the contracts.  There are numerous factors which may significantly
influence the market value of these contracts, including interest
rate volatility.  At September 30, 1996, open contracts were:
                                                                  
                                          Contract or
                                        Notional Amount
                                               $
Exchange-Traded Contracts
 Financial Futures:              
   Commitments to Purchase                 1,037,000 
 Commodity Futures:
   Commitments to Purchase                 2,933,000 
   Commitments to Sell                     6,887,000 
 Foreign Futures:      
   Commitments to Purchase                27,871,000 
   Commitments to Sell                     1,514,000 
Off-Exchange-Traded Forward
 Currency Contracts
   Commitments to Purchase                27,749,000
   Commitments to Sell                    43,094,000
<PAGE>

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



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 gain on open contracts is reported as a
component of "Equity in Commodity futures trading accounts" on the
Statement of Financial Condition and totaled $1,014,005 at
September 30, 1996.  Of this amount, $967,066 related to exchange-
traded futures contracts and $46,939 related to off-exchange-traded
forward currency contracts.


Exchange-traded futures contracts held by the Partnership at
September 30, 1996 mature through June 1997.  Off-exchange-traded
forward currency contracts held by the Partnership at September 30,
1996 mature through November 1996.  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.
<PAGE>
                DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
                  NOTES TO FINANCIAL STATEMENTS (CONTINUED)





The Partnership also has credit risk because DWR acts as the
futures commission merchant or the sole counterparty with respect
to most of the Partnership's assets.  Exchange-traded futures
contracts are marked to market on a daily basis, with variations in
value settled on a daily basis.  DWR, as the futures commission
merchant for all of the Partnership's exchange-traded futures
contracts, is required pursuant to regulations of the Commodity
Futures Trading Commission to segregate from its own assets and for
the sole benefit of its commodity customers all funds held by DWR
with respect to exchange-traded futures contracts including an
amount equal to the net unrealized gain on all open futures
contracts, which funds totaled $12,172,446 at September 30, 1996. 
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 DWR, the counterparty
on all such contracts, to perform.
<PAGE>
                  DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
                  NOTES TO FINANCIAL STATEMENTS - (CONTINUED)




For the nine months ended September 30, 1996, the average fair
value of financial instruments held for trading purposes was as
follows:

                                            Assets     Liabilities
Exchange-Traded Contracts                     $             $
  Financial Futures                       14,316,000   11,429,000
  Commodity Futures                        9,064,000    4,245,000
  Foreign Futures                         22,944,000    7,185,000
Off-Exchange-Traded Forward
 Currency Contracts                       39,122,000   43,273,000



5.  Legal Matters
On September 6, 10, and 20, 1996, 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, the General Partner, DWFCM, Dean Witter, Discover & Co. (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.  Also, on September 18 and 20, 1996
similar purported class actions were filed in the Supreme Court of
the State of New York, New York County, against the Dean Witter
Parties and certain trading advisors on behalf of all purchasers of
interests in various limited partnership commodity pools sold by
DWR.  Generally, these complaints allege, among other things, that 

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



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 could be added as defendants.  The Dean Witter
Parties believe that they and the Partnership have strong defenses
to, and they will vigorously contest, the actions.  Although the
ultimate outcome of legal proceedings cannot be predicted with
certainty, it is the opinion of management of the Dean Witter
Parties that the resolution of the actions will not have a material
adverse effect on the financial condition or the results of
operations of any of the Dean Witter Parties or the Partnership. 
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

Liquidity - The Partnership's assets are on deposit in separate
commodity interest trading accounts with DWR, and are used by the
Partnership as margin to engage in commodity futures, forward
contracts and other commodity interest trading.  DWR holds such
assets in either designated depositories or in securities approved
by the Commodity Futures Trading Commission for investment of
customer funds.  The Partnership's assets held by DWR may be used
as margin solely for the Partnership's trading.  Since the
Partnership's sole purpose is to trade in commodity futures
contracts, forward contracts on foreign currencies and other
commodity interests, it is expected that the Partnership will
continue to own such liquid assets for margin purposes.

The Partnership's investment in commodity futures and forward
contracts and other commodity interests may be illiquid.  If the
price for the futures contract for a particular commodity has
increased or decreased by an amount equal to the "daily limit",
positions in the commodity can neither be taken nor liquidated
unless traders are willing to effect trades at or within the limit. 
Commodity futures prices have occasionally moved the daily limit
for several consecutive days with little or no trading.  Such
market conditions could prevent the Partnership from promptly
liquidating its commodity futures positions.
<PAGE>
There is no limitation on daily price moves in trading forward
contracts on foreign currencies.  The markets for some world
currencies have low trading volume and are illiquid, which may
prevent the Partnership from trading in potentially profitable
markets or prevent the Partnership from promptly liquidating
unfavorable positions in such markets and subjecting it to
substantial losses.  Either of these market conditions could result
in restrictions on redemptions.

Capital Resources - The Partnership does not have, nor does it
expect to have, any capital assets.  Redemptions of additional
Units in the future will impact the amount of funds available for
investments in commodity futures, forward contracts on foreign
currencies and other commodity interest.  As redemptions are at the
discretion of the Limited Partners, it is not possible to estimate
the amount and therefore, the impact of futures redemptions.

Results of Operations
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 
<PAGE>
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 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 
<PAGE>
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 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 

<PAGE>
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.

For the Quarter and Nine Months Ended September 30, 1995
For the quarter ended September 30, 1995 the Partnership's total
loss net of interest income was $1,445,149.  During the third
quarter, the Partnership posted a decrease in Net Asset Value per
Unit.  The most significant trading losses were recorded in
financial futures as global interest rate futures prices
experienced choppiness throughout the quarter.  As a result of this
price volatility, losses were experienced in U.S. Treasury bond,
Treasury note and eurodollar futures, as well as in Japanese,
Australian and French government bond futures trading.  In global
stock index futures, a sharp reversal in the downward trend in the
Japanese Nikkei Index during July resulted in losses for the
Partnership's previously established short Nikkei positions. 
Additional losses in this complex were recorded in Australian All
Ordinaries Index futures as Australian stock prices remained in a 
short-term volatile range.  In agricultural futures trading, net
losses were recorded from trading the soybean products and corn as
prices remained trendless throughout the quarter.  Smaller losses
were recorded in each of the energy, metals and soft commodities
complexes as prices moved in a trendless pattern for most of the
quarter.  Trading gains from transactions involving the Japanese
yen were recorded during all three months of the quarter as a
downward trend in the value of the yen relative to the U.S. dollar
was evident until late September.  Smaller Partnership gains were 
<PAGE>
recorded in August from transactions involving the British pound as
its value declined relative to the U.S. dollar.  These gains offset
losses experienced due to a sharp reversal in European currency
values during late September. Total expenses for the period were 
$212,268, resulting in a net loss of $1,657,417.  The value of an
individual Unit in the Partnership decreased from $2,807.26 at June
30, 1995 to $2,540.14 at September 30, 1995.


For the nine months ended September 30, 1995 the Partnership's
total revenues including interest income were $1,138,207.  During
the first three quarters of the year, the Partnership posted a
decrease in Net Asset Value per Unit.  Trading gains during the
first nine months were offset by brokerage commissions resulting in
net trading losses.  The most significant losses were recorded in
agricultural  futures, primarily due to a trendless environment in
soybean and corn prices.  In other markets, trading losses were
experienced in metals futures as precious and base metals prices
traded within a short-term volatile pattern for most of the year. 
Losses were also recorded in soft commodities and energy futures
trading due to a similar price volatility.  Trading gains were
recorded in financial futures between February and May as global
bond prices trended higher.  As a result, gains were recorded in
Japanese, U.S., Australian and European interest rate futures. 
Additional gains within this complex were recorded from long
positions in S&P 500 Index futures as domestic stock prices reached
record highs throughout the first nine months of the year. 
Currency trading also helped in offsetting a portion of the
Partnership's losses as an upward trend in the Japanese yen and 
<PAGE>
major European currencies versus the U.S. dollar occurred between
February and April.  This upward trend in these foreign currencies
lost momentum during May and June.  However, a declining trend in
the Japanese yen relative to the U.S. dollar occurred between July
and September resulting in net gains for the Partnership's short
yen positions during this period.  Total expenses for the period
were $1,516,435, resulting in a net loss of $378,228.  The value of
an individual Unit in the Partnership decreased from $2,610.40 at
December 31, 1994 to $2,540.14 at September 30, 1995.



<PAGE>
                       PART II. OTHER INFORMATION


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 8, 1996                   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.



<PAGE>