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

FORM 10-Q

[X] Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended June 30, 2005 or

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

Commission File Number 0-17446

DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.

(Exact name of registrant as specified in its charter)

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

Demeter Management Corporation
330 Madison Avenue, 8th Floor
New York, NY 10017
(Address of principal executive offices) (Zip Code)

Registrant?s telephone number, including area code (212) 905-2700

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

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

Yes X No___________

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

Yes No X

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

INDEX TO QUARTERLY REPORT ON FORM 10-Q

June 30, 2005

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements
<s> <c>
Statements of Financial Condition as of June 30, 2005
(Unaudited) and December 31, 2004..........................2

Statements of Operations for the Three and Six Months
Ended June 30, 2005 and 2004 (Unaudited)...................3

Statements of Changes in Partners? Capital for the
Six Months Ended June 30, 2005 and 2004 (Unaudited)........4

Statements of Cash Flows for the Six Months
Ended June 30, 2005 and 2004 (Unaudited)...................5

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

Item 2. Management?s Discussion and Analysis of
Financial Condition and Results of Operations.......12-26

Item 3. Quantitative and Qualitative Disclosures about
Market Risk.........................................27-39

Item 4. Controls and Procedures.............................39-40

PART II. OTHER INFORMATION

Item 5. Other Information......................................41

Item 6. Exhibits............................................41-42

</table>

<page> <table> PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
STATEMENTS OF FINANCIAL CONDITION
<caption>
June 30, December 31,
2005 2004
$ $
(Unaudited)
ASSETS
<s> <c> <c>
Equity in futures interests trading accounts:
Cash 4,720,865 5,838,647

Net unrealized gain on open contracts (MS&Co.) 408,528 506,726
Net unrealized gain (loss) on open contracts (MSIL) (10,086) 10,406

Total net unrealized gain on open contracts 398,442 517,132

Total Trading Equity 5,119,307 6,355,779

Interest receivable (Morgan Stanley DW) 9,930 8,989

Total Assets 5,129,237 6,364,768

LIABILITIES AND PARTNERS? CAPITAL

Liabilities

Redemptions payable 113,601 164,684
Accrued management fees (VK Capital) 12,823 15,912

Total Liabilities 126,424 180,596

Partners? Capital

Limited Partners (1,670.911 and
1,735.637 Units, respectively) 4,810,360 5,954,816
General Partner (66.850 Units) 192,453
229,356

Total Partners? Capital 5,002,813 6,184,172

Total Liabilities and Partners? Capital 5,129,237 6,364,768

NET ASSET VALUE PER UNIT 2,878.88
3,430.91

<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)

For the Three Months For the Six Months
Ended June 30, Ended June
30,

2005 2004 2005 2004
$ $ $ $
<s> <c> <c> <c> <c>
INVESTMENT INCOME
Interest income (Morgan Stanley DW) 28,680 14,220 57,377 27,453

EXPENSES
Brokerage commissions (Morgan Stanley DW) 61,809 92,807 128,318 168,670
Management fees (VK Capital) 37,411 46,906 78,874 102,214
Transaction fees and costs 3,539 4,359 6,995 7,755

Total Expenses 102,759 144,072 214,187 278,639

NET INVESTMENT LOSS (74,079) (129,852) (156,810) (251,186)

TRADING RESULTS
Trading profit (loss):
Realized (682,511) (502,838) (718,038) (59,008)
Net change in unrealized 652,334 (808,755) (118,690) (823,969)

Total Trading Results (30,177) (1,311,593) (836,728) (882,977)

NET LOSS (104,256) (1,441,445) (993,538) (1,134,163)

NET LOSS ALLOCATION

Limited Partners (100,334) (1,392,555) (956,635) (1,095,569)
General Partner (3,922) (48,890) (36,903) (38,594)

NET LOSS PER UNIT

Limited Partners (58.67) (731.34) (552.03) (577.33)
General Partner (58.67) (731.34) (552.03) (577.33)

<fn>

The accompanying notes are an integral part
of these financial statements.
</table>
<page> <table> DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
STATEMENTS OF CHANGES IN PARTNERS? CAPITAL
For the Six Months Ended June 30, 2005 and 2004
(Unaudited)

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

<s> <c> <c> <c> <c>
Partners? Capital,
December 31, 2003 1,995.258 6,794,754 235,546 7,030,300

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

Redemptions (63.553) (205,010) ?
(205,010)

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

Partners? Capital,
December 31, 2004 1,802.487 5,954,816 229,356 6,184,172

Net Loss ? (956,635) (36,903) (993,538)

Redemptions (64.726) (187,821) ?
(187,821)

Partners? Capital,
June 30, 2005 1,737.761 4,810,360 192,453 5,002,813

<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)

For the Six Months Ended June 30,

2005 2004
$ $

<s> <c> <c>
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss (993,538)
(1,134,163)
Noncash item included in net loss:
Net change in unrealized 118,690 823,969

Increase in operating assets:
Interest receivable (Morgan Stanley DW) (941) (1,057)

Decrease in operating liabilities:
Accrued management fees (VK Capital) (3,089) (3,808)

Net cash used for operating activities (878,878) (315,059)

CASH FLOWS FROM FINANCING ACTIVITIES

Cash paid from redemptions of Units (238,904) (384,926)

Cash used for financing activities (238,904) (384,926)

Net decrease in cash (1,117,782) (699,985)

Balance at beginning of period 5,838,647 6,963,743

Balance at end of period 4,720,865 6,263,758

<fn>

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

</table>

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

June 30, 2005

(Unaudited)

The unaudited financial statements contained herein include, in the
opinion of management, all adjustments necessary for a fair
presentation of the results of operations and financial condition
of Dean Witter Diversified Futures Fund II L.P. (the
"Partnership"). The financial statements and condensed notes herein
should be read in conjunction with the Partnership?s December 31,
2004 Annual Report on Form 10-K. Certain reclassifications have
been made to the prior year?s financial statements to conform to
the current year presentation. Such reclassifications have no
impact on the Partnership?s reported net income (loss).

1. Organization
Dean Witter Diversified Futures Fund II L.P. is a Delaware limited
partnership organized in 1988 to engage primarily in the
speculative trading of futures and forward contracts on physical
commodities, and other commodity interests, including, but not
limited to, foreign currencies, financial instruments, metals,
energy, and agricultural products.

The Partnership?s general partner is Demeter Management Corporation
(?Demeter?). The non-clearing commodity broker is
<page> DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Morgan Stanley DW Inc. (?Morgan Stanley DW?). The clearing
commodity brokers are Morgan Stanley & Co. Incorporated (?MS &
Co.?) and Morgan Stanley & Co. International Limited (?MSIL?).
The trading manager is VK Capital Inc. (?VK Capital? or the
?Trading Manager?). Demeter, Morgan Stanley DW, MS & Co., MSIL,
and VK Capital are wholly-owned subsidiaries of Morgan Stanley.

Effective April 28, 2005, Morgan Stanley Futures & Currency
Management Inc. changed its name to VK Capital Inc.

2. Related Party Transactions
The Partnership?s cash is on deposit with Morgan Stanley DW, MS &
Co., and MSIL in futures and forwards trading accounts to meet
margin requirements as needed. Monthly, Morgan Stanley DW pays the
Partnership interest income equal to 80% of its average daily Net
Assets for the month at a rate equal to the average yield on 13-
week U.S. Treasury bills. The Partnership pays brokerage
commissions to Morgan Stanley DW. Management fees and incentive
fees (if any) incurred by the Partnership are paid to VK Capital.

3. Financial Instruments
The Partnership trades futures and forward contracts on physical
commodities and other commodity interests, including, but not
limited to, foreign currencies, financial instruments, metals,
<page> DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

energy, and agricultural products. Futures and forwards represent
contracts for delayed delivery of an instrument at a specified date
and price. Risk arises from changes in the value of these
contracts and the potential inability of counterparties to perform
under the terms of the contracts. There are numerous factors which
may significantly influence the market value of these contracts,
including interest rate volatility.

The market value of exchange-traded contracts is based on the
settlement price quoted by the exchange on the day with respect
to which market value is being determined. If an exchange-traded
contract could not have been liquidated on such day due to the
operation of daily limits or other rules of the exchange, the
settlement price shall be the settlement price on the first
subsequent day on which the contract could be liquidated. The
market value of off-exchange-traded contracts is based on the
fair market value quoted by the counterparty.

The Partnership?s contracts are accounted for on a trade-date
basis and marked to market on a daily basis. The Partnership
accounts for its derivative investments in accordance with the
provisions of Statement of Financial Accounting Standards No.
133, ?Accounting for Derivative Instruments and Hedging
Activities? (?SFAS No. 133?). SFAS No. 133 defines a
derivative
<page> DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

as a financial instrument or other contract that has all three of
the following characteristics:
1) One or more underlying notional amounts or payment
provisions;
2) Requires no initial net investment or a smaller initial net
investment than would be required relative to changes in
market factors;
3) Terms require or permit net settlement.

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

The net unrealized gains on open contracts, reported as a component
of ?Equity in futures interests trading accounts? on the
Statements of Financial Condition, and their longest contract
maturities were as follows:

Net Unrealized Gains
on Open Contracts Longest Maturities

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

Jun. 30, 2005 212,088 186,354 398,442 Mar. 2007 Sep. 2005
Dec. 31, 2004 323,480 193,652 517,132 Sep. 2005 Mar. 2005

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

The Partnership has credit risk associated with counterparty non-
performance. The credit risk associated with the instruments in
which the Partnership trades is limited to the amounts reflected in
the Partnership?s Statements of Financial Condition.
The Partnership also has credit risk because Morgan Stanley DW, MS
& Co., and MSIL act as the futures commission merchants or the
counterparties, with respect to most of the Partnership?s assets.
Exchange-traded futures and forward contracts are marked to market
on a daily basis, with variations in value settled on a daily
basis. Morgan Stanley DW, MS & Co., and MSIL, each as a futures
commission merchant for the Partnership?s exchange-traded futures
and forward contracts, are required, pursuant to regulations of the
Commodity Futures Trading Commission (?CFTC?), to segregate from
their own assets, and for the sole benefit of their commodity
customers, all funds held by them with respect to exchange-traded
futures and forward contracts, including an amount equal to the net
unrealized gains (losses) on all open futures and forward
contracts, which funds, in the aggregate, totaled $4,932,953 and
$6,162,127 at June 30, 2005 and December 31, 2004, respectively.
With respect to the Partnership?s off-exchange-traded forward
currency contracts, there are no daily exchange-required
settlements of variation in value, nor is there any requirement
that an amount equal to the net unrealized gains (losses) on open
forward contracts be segregated. However, the

<page> DEAN WITTER DIVERSIFIED FUTURES FUND II
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)

Partnership is required to meet margin requirements equal to the
net unrealized loss on open contracts in the Partnership accounts
with the counterparty, which is accomplished by daily maintenance
of the cash balance in a custody account held at Morgan Stanley DW
for the benefit of MS & Co. With respect to those off-exchange-
traded forward currency contracts, the Partnership is at risk to
the ability of MS & Co., the sole counterparty on all such
contracts, to perform. The Partnership has a netting agreement
with MS & Co. This agreement, which seeks to reduce both the
Partnership?s and MS & Co.?s exposure on off-exchange-traded
forward currency contracts, should materially decrease the
Partnership?s credit risk in the event of MS & Co.?s bankruptcy or
insolvency.

<page> Item 2. MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Liquidity. The Partnership deposits its assets with Morgan Stanley
DW as non-clearing broker, and MS & Co. and MSIL as clearing
brokers in separate futures and forwards trading accounts
established for the Trading Manager. Such assets are used as
margin to engage in trading and may be used as margin solely for
the Partnership?s trading. The assets are held in either non-
interest bearing bank accounts or in securities and instruments
permitted by the CFTC for investment of customer segregated or
secured funds. Since the Partnership?s sole purpose is to trade in
futures and forwards, it is expected that the Partnership will
continue to own such liquid assets for margin purposes.

The Partnership?s investment in futures and forwards may, from time
to time, be illiquid. Most U.S. futures exchanges limit
fluctuations in prices during a single day by regulations referred
to as ?daily price fluctuations limits? or ?daily limits?.
Trades may not be executed at prices beyond the daily limit. If
the price for a particular futures contract has increased or
decreased by an amount equal to the daily limit, positions in that
futures contract can neither be taken nor liquidated unless traders
are willing to effect trades at or within the limit. Futures
prices have occasionally moved the daily limit for several
consecutive days with little or no trading. These market
conditions could <page> prevent the Partnership from promptly
liquidating its futures contracts and result in restrictions on
redemptions.

There is no limitation on daily price moves in trading forward
contracts on foreign currencies. The markets for some world
currencies have low trading volume and are illiquid, which may
prevent the Partnership from trading in potentially profitable
markets or prevent the Partnership from promptly liquidating
unfavorable positions in such markets, subjecting it to substantial
losses. Either of these market conditions could result in
restrictions on redemptions. For the periods covered by this
report, illiquidity has not materially affected the Partnership?s
assets.

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

Capital Resources. The Partnership does not have, nor expects to
have, any capital assets. Redemptions of units of limited
partnership interest (?Unit(s)?) in the future will affect the
amount of funds available for investments in futures and forwards
in subsequent periods. It is not possible to estimate the amount,
and therefore the impact, of future outflows of Units.
<page> There are no known material trends, favorable or
unfavorable, that would affect, nor any expected material changes
to, the Partnership?s capital resource arrangements at the present
time.

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

Results of Operations
General. The Partnership?s results depend on the Trading Manager
and the ability of the Trading Manager?s trading programs to take
advantage of price movements in the futures and forwards markets.
The following presents a summary of the Partnership?s operations
for the three and six month periods ended June 30, 2005 and 2004,
and a general discussion of its trading activities during each
period. It is important to note, however, that the Trading Manager
trades in various markets at different times and that prior
activity in a particular market does not mean that such market will
be actively traded by the Trading Manager or will be profitable in
the future. Consequently, the results of operations of the
Partnership are difficult to discuss other than in the context of
the Trading Manager?s trading activities on behalf of <page> the
Partnership during the period in question. Past performance is no
guarantee of future results.

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

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

For the Three and Six Months Ended June 30, 2005
The Partnership recorded total trading results including interest
income totaling $(1,497) and expenses totaling $102,759, resulting
in a net loss of $104,256 for the three months ended June 30,
2005. The Partnership?s net asset value per Unit decreased from
$2,937.55 at March 31, 2005 to $2,878.88 at June 30, 2005.

The most significant trading losses of approximately 6.3% were
recorded within the energy markets during April from long
positions in crude oil as prices reversed sharply lower after U.S.
government data pointed to greater refinery production and rising
supplies. Prices were also pressured lower by the release of
slower demand growth forecasts. Elsewhere in the energy complex,
losses resulted from long positions in natural gas as prices
dropped throughout the month in tandem with crude oil prices.
Additional losses in the energy markets were experienced during
June from short positions in natural gas futures as prices
reversed higher on supply worries after a tropical storm entered
the Gulf of Mexico. Smaller losses were experienced from short
positions in crude oil futures early in the month as prices
increased due to reports of weak supply. In the agricultural
markets, losses of approximately 2.6% were recorded from both long
and short positions in corn as prices moved without consistent
<page> direction throughout the quarter due to conflicting news
regarding supply and demand. Elsewhere in the agricultural
complex, losses were incurred from long positions in cotton
futures during May as prices declined on news of weak demand in
China and technically-based selling. Further losses were
experienced during June from short positions in cotton as prices
finished higher. Smaller losses of approximately 1.4% were
recorded in the metals markets, primarily during June from
positions in copper futures as prices moved in a choppy manner
amid conflicting news regarding supply and demand. Further losses
were experienced from both long and short positions in gold
futures due to significant volatility in prices resulting in
trendless markets. A portion of the Partnership?s overall losses
for the quarter was offset by gains of approximately 5.3% in the
global interest rate futures markets during April from long
positions in Japanese interest rate futures as prices increased
due to weak economic data and geopolitical concerns over an
intensifying rift between China and Japan. Additional gains were
recorded from long positions in European bond futures as prices
increased amid a steady stream of weak economic data from the
major countries of the European Union. During May, gains were
recorded from long positions in European interest rate futures as
prices trended higher early in the month as investors sought the
safe-haven of fixed-income investments due to speculation that
several hedge funds may have experienced significant losses.
Prices then continued to strengthen after European Central Bank
<page> representatives publicly rejected calls for increases in
European interest rates and after French voters rejected the
European Union constitution. Finally in June, gains were recorded
from long positions in European and Japanese interest rate futures
as prices trended higher throughout the month due to European
Central Bank officials? decision to keep key interest rates
unchanged and the release of weak economic data from Japan. Later
in the month, long positions in European interest rate futures
experienced further gains as prices continued to move higher after
the Swedish Central Bank made a sharper cut in interest rates than
had been expected. In the currency markets, gains of
approximately 2.0% were recorded during May and June from short
positions in the Swedish krona, euro, Swiss franc, and Japanese
yen as the value of the U.S. dollar moved steadily higher after
China downplayed rumors of a move toward a flexible exchange rate,
the rejection of the European Union constitution by French voters,
data indicating a slowing in the euro-zone and Japanese economies,
and the ninth consecutive quarter-point interest rate hike by the
U.S. Federal Reserve. Additional gains of approximately 1.9% were
experienced in the global stock index futures markets during May
and June from long positions in European equity index futures as
prices finished higher on strong U.S. inflation data, strength in
the technology sector, and weakness in the euro.

The Partnership recorded total trading results including interest
income totaling $(779,351) and expenses totaling $214,187, <page>
<page> resulting in a net loss of $993,538 for the six months
ended June 30, 2005. The Partnership?s net asset value per Unit
decreased from $3,430.91 at December 31, 2004 to $2,878.88 at June
30, 2005.

The most significant trading losses of approximately 13.6% were
recorded in the currency markets from positions in the euro
relative to the British pound and the U.S. dollar. During January
long positions in the euro versus the British pound and the U.S.
dollar incurred losses as the value of the euro reversed sharply
lower in what many analysts described as a ?corrective? move
after its strong upward trend during the fourth quarter of 2004.
This decline in the value of the euro was attributed to weak
economic data out of the European Union and a rebound in the value
of its main rival, the U.S. dollar. Additional losses were
recorded during February and March from both long and short
positions in the euro against these currencies as the value of the
euro moved without consistent direction amid conflicting economic
data out of Germany, the European Union?s largest economy.
Elsewhere in the currency markets, losses resulted from positions
in the Singapore dollar, Swedish krona, South African rand, and
Swiss franc relative to the U.S dollar, primarily during February
and March, as the value of the U.S. dollar moved in a trendless
range amid speculation that China would revalue its currency,
negative comments by the U.S. Federal Reserve Chairman Alan
Greenspan about the considerable U.S. Current-Account deficit and
the U.S. Federal <page> Reserve's announcement of a quarter-point
increase in the federal funds rate. Additional losses of
approximately 3.8% were incurred <page> within the energy markets
during January from short positions in crude oil as prices moved
higher amid speculation that OPEC would move to cut production.
Prices were also strengthened by forecasts for cold winter weather
in the Northeastern U.S. Then in April, long positions in crude
oil resulted in additional losses as prices reversed sharply lower
after U.S. government data pointed to greater refinery production
and rising supplies. Prices were also pressured lower by the
release of slower demand growth forecasts by the International
Energy Agency. Elsewhere in the energy complex, losses resulted
from long positions in natural gas as prices dropped throughout
the month in tandem with crude oil prices. Additional losses in
the energy markets were experienced during June from short
positions in natural gas futures as prices reversed higher on
supply worries after a tropical storm entered the Gulf of Mexico.
Smaller losses were experienced from short positions in crude oil
futures early in the month as prices increased due to reports of
weak supply. Within the agricultural complex, losses of
approximately 2.5% were recorded from both long and short
positions in corn during March, April, May, and June as prices
moved without consistent direction throughout most of the year due
to conflicting news regarding supply and demand. Elsewhere in the
agricultural markets, losses were experienced from short positions
in cotton futures during January as prices moved higher early in
<page> the month due to speculative buying and news of a decrease
in supply. Further losses were incurred from long positions in
cotton futures during May as prices declined on news of weak
demand in China and technically-based selling. Smaller losses of
approximately 1.1% were recorded in the metals markets, primarily
during June from positions in copper futures as prices moved
without consistent direction amid conflicting news regarding
supply and demand. Further losses were experienced during April
and June from both long and short positions in gold futures due to
significant volatility in prices. A portion of these losses for
the first six months of the year was offset by gains of
approximately 3.5% recorded in the global interest rate futures
markets. During January, gains were recorded from long positions
in Japanese and European bond futures as prices continued to trend
higher due to conflicting economic data out of Japan and the
European Union and uncertainty in the equity markets. Further
gains were experienced during April from long positions in
Japanese interest rate futures as prices increased due to
uncertainty regarding the direction of the Japanese economy and
geopolitical concerns over an intensifying rift between China and
Japan. Also in April, gains were recorded from long positions in
European bond futures as prices increased amid a steady stream of
weak economic data from the major countries of the European Union.
During May, gains were recorded from long positions in European
interest rate futures as prices increased early in the month as
investors sought the safe-haven of fixed-income investments due to
<page> speculation that several hedge funds may have experienced
significant losses. Prices then continued to strengthen after
European Central Bank representatives publicly rejected calls for
increases in European interest rates and French voters rejected
the European Union constitution. Finally in June, gains were
recorded from long positions in European and Japanese interest
rate futures as prices trended higher throughout the month due to
European Central Bank officials? decision to keep key interest
rates unchanged and the release of weak economic data from Japan.
Later in the month, long positions in European interest rate
futures experienced further gains as prices continued to move
higher after the Swedish Central Bank made a sharper cut in
interest rates than had been expected. Additional gains of
approximately 1.7% were experienced in the global stock index
futures markets during May and June from long positions in
European equity index futures as prices finished higher on strong
U.S. inflation data, strength in the technology sector, and
weakness in the euro.

For the Three and Six Months Ended June 30, 2004
The Partnership recorded total trading results including interest
income totaling $(1,297,373) and expenses totaling $144,072,
resulting in a net loss of $1,441,445 for the three months ended
June 30, 2004. The Partnership?s net asset value per Unit
decreased from $3,677.51 at March 31, 2004 to $2,946.17 at June
30, 2004.
<page> The most significant trading losses of approximately 8.9%
were generated in the currency markets from positions in the
Japanese yen and Singapore dollar versus the U.S. dollar. These
losses were experienced throughout the quarter from both long and
short positions in the Japanese yen relative to the U.S. dollar as
the value of the yen experienced significant short-term price
volatility due to conflicting economic data regarding a Japanese
economic recovery, uncertainty regarding a currency market
intervention by the Bank of Japan, geopolitical concerns stemming
from terror warnings and instability in Iraq, and uncertainty
regarding the direction of U.S. and Japanese interest rates.
Losses were also recorded from positions in the Singapore dollar
against the U.S. dollar as the value of the Singapore dollar
experienced significant ?whipsawing? throughout the quarter in
tandem with the Japanese yen. Elsewhere in the currency markets,
losses were recorded primarily during May and June from positions
in the euro relative to the British pound. During May, losses
were recorded from long positions in the euro versus the pound as
the value of the euro moved lower against the pound following the
Bank of England?s decision to raise interest rates. Further
losses were recorded during June as the value of the euro
experienced short-term volatile price movements against most major
currencies. In the global interest rate futures markets, losses
of approximately 5.5% were recorded during April from long
European, Japanese, and Australian interest rate futures positions
as prices tumbled following the release of stronger-than-expected
<page> U.S. jobs data. Losses continued in May from short
positions in Japanese interest rate futures as prices were pushed
higher by the Bank of Japan?s decision to maintain current
interest rate levels and strong results from an auction of
Japanese Government bonds. Smaller losses were experienced during
June from short positions in European interest rate futures as
prices increased due to weaker-than-expected economic reports and
diminished expectations for the U.S. Federal Reserve to maintain
an aggressive policy towards tightening interest rates. In the
metals markets, losses of approximately 2.6% were recorded during
April from long futures positions in gold and copper as both
precious and base metals prices weakened due to the strength in
the U.S. dollar. Smaller losses were incurred during May from
short positions in aluminum futures as prices increased due to a
weaker U.S. dollar and news of strong demand from Asia. Within
the energy markets, losses of approximately 2.1% were recorded
during April and June from long positions in natural gas futures
as prices reversed sharply lower due to news of increased supply.
In the agricultural sector, losses of approximately 1.0% were
incurred, primarily during May, from short positions in coffee
futures as prices strengthened due to technically-based buying and
reports of cold temperatures in the growing regions of Brazil.
Additional losses were incurred from newly established long coffee
positions during June as prices reversed lower due to larger crop
expectations.

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

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

<page>
Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Introduction
The Partnership is a commodity pool engaged primarily in the
speculative trading of futures and forwards. The market-sensitive
instruments held by the Partnership are acquired for speculative
trading purposes only and, as a result, all or substantially all
of the Partnership?s assets are at risk of trading loss. Unlike
an operating company, the risk of market-sensitive instruments is
inherent to the primary business activity of the Partnership.

The futures and forwards traded by the Partnership involve varying
degrees of related market risk. Market risk is often dependent
upon changes in the level or volatility of interest rates,
exchange rates, and prices of financial instruments and
commodities, factors that result in frequent changes in the fair
value of the Partnership?s open positions, and consequently in its
earnings, whether realized or unrealized, and cash flow. Gains
and losses on open positions of exchange-traded futures and
forward contracts are settled daily through variation margin.
Gains and losses on off-exchange-traded forward currency contracts
are settled upon termination of the contract, however, the
Partnership is required to meet margin requirements equal to the
net unrealized loss on open contracts in the Partnership accounts
with the counterparty, which is accomplished by daily maintenance
<page> of the cash balance in a custody account held at Morgan
Stanley DW for the benefit of MS & Co.

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

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 Partnership?s past performance is no guarantee of its future
results. Any attempt to numerically quantify the Partnership?s
market risk is limited by the uncertainty of its speculative
trading. The Partnership?s speculative trading and use of
leverage may cause future losses and volatility (i.e., ?risk of
ruin?) that far exceed the Partnership?s experience to date under
the ?Partnership?s Value at Risk in Different Market Sectors?
section and significantly exceed the Value at Risk (?VaR?)
tables disclosed.
<page>
Limited partners will not be liable for losses exceeding the
current net asset value of their investment.

Quantifying the Partnership?s Trading Value at Risk
The following quantitative disclosures regarding the Partnership?s
market risk exposures contain ?forward-looking statements?
within the meaning of the safe harbor from civil liability
provided for such statements by the Private Securities Litigation
Reform Act of 1995 (set forth in Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934).
All quantitative disclosures in this section are deemed to be
forward-looking statements for purposes of the safe harbor, except
for statements of historical fact.

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

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

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

<page> VaR models, including the Partnership?s, are continually
evolving as trading portfolios become more diverse and modeling
techniques and systems capabilities improve. Please note that the
VaR model is used to numerically quantify market risk for historic
reporting purposes only and is not utilized by either Demeter or
the Trading Manager in their daily risk management activities.
Please further note that VaR as described above may not be
comparable to similarly-titled measures used by other entities.

The Partnership?s Value at Risk in Different Market Sectors
The following table indicates the VaR associated with the
Partnership?s open positions as a percentage of total Net Assets
by primary market risk category at June 30, 2005 and 2004. At
June 30, 2005 and 2004, the Partnership?s total capitalization was
approximately $5 million and $6 million, respectively.

Primary Market June 30, 2005 June 30, 2004
Risk Category Value at Risk Value at Risk

Interest Rate (1.74)% (2.04)%

Currency (1.25) (1.28)

Equity (0.55) -

Commodity (0.40) (0.59)

Aggregate Value at Risk (1.72)% (2.32)%

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

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

The table below supplements the quarter-end VaR set forth above by
presenting the Partnership?s high, low, and average VaR, as a
percentage of total Net Assets for the four quarter-end reporting
periods from July 1, 2004 through June 30, 2005.

Primary Market Risk Category High Low Average
Interest Rate (1.74)% (0.60)% (1.42)%
Currency (2.31) (1.01) (1.43)
Equity (2.52) - (1.26)
Commodity (4.09) (0.22) (1.77)
Aggregate Value at Risk (6.04)% (1.72)% (3.57)%

Limitations on Value at Risk as an Assessment of Market Risk
VaR models permit estimation of a portfolio?s aggregate market
risk exposure, incorporating a range of varied market risks;
<page> reflect risk reduction due to portfolio diversification or
hedging activities; and can cover a wide range of portfolio
assets. However, VaR risk measures should be viewed in light of
the methodology?s limitations, which include, but may not be
limited to 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 caused by market movements may differ
from those of the VaR model;
* VaR results reflect past market fluctuations applied to current
trading positions while future risk depends on future positions;
* VaR using a one-day time horizon does not fully capture the
market risk of positions that cannot be liquidated or hedged
within one day; and
* the historical market risk factor data used for VaR estimation
may provide only limited insight into losses that could be
incurred under certain unusual market movements.

In addition, the VaR tables above, as well as the past performance
of the Partnership, give no indication of the Partnership?s
potential ?risk of ruin?.

The VaR tables provided present the results of the Partnership?s
VaR for each of the Partnership?s market risk exposures and on an
<page> aggregate basis at June 30, 2005, and for the four quarter-
end reporting periods from July 1, 2004 through June 30, 2005. VaR
is not necessarily representative of the Partnership?s historic
risk, nor should it be used to predict the Partnership?s future
financial performance or its ability to manage or monitor risk.
There can be no assurance that the Partnership?s actual losses on a
particular day will not exceed the VaR amounts indicated above or
that such losses will not occur more than once in 100 trading days.

Non-Trading Risk
The Partnership has non-trading market risk on its foreign cash
balances. These balances and any market risk they may represent
are immaterial.

The Partnership also maintains a substantial portion
(approximately 93% as of June 30, 2005) of its available assets
in cash at Morgan Stanley DW. A decline in short-term interest
rates would result in a decline in the Partnership?s cash
management income. This cash flow risk is not considered to be
material.

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

Qualitative Disclosures Regarding Primary Trading Risk Exposures
The following qualitative disclosures regarding the Partnership?s
market risk exposures ? except for (A) those disclosures that are
statements of historical fact and (B) the descriptions of how the
Partnership manages its primary market risk exposures ?
constitute forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act. The Partnership?s primary market risk
exposures, as well as the strategies used and to be used by
Demeter and the Trading Manager for managing such exposures, are
subject to numerous uncertainties, contingencies, and risks, any
one of which could cause the actual results of the Partnership?s
risk controls to differ materially from the objectives of such
strategies. Government interventions, defaults and
expropriations, illiquid markets, the emergence of dominant
fundamental factors, political upheavals, changes in historical
price relationships, an influx of new market participants,
increased regulation, and many other factors could result in
material losses, as well as in material changes to the risk
exposures and the risk management strategies of the Partnership.
Investors must be prepared to lose all or substantially all of
their investment in the Partnership.

<page> The following were the primary trading risk exposures of
the Partnership at June 30, 2005, by market sector. It may be
anticipated, however, that these market exposures will vary
materially over time.

Interest Rate. The primary market exposure of the Partnership at
June 30, 2005 was to the global interest rate sector. Exposure
was primarily spread across the Japanese, European, U.S., and
Australian interest rate sectors. Interest rate movements
directly affect the price of the sovereign bond futures positions
held by the Partnership and indirectly affect the value of its
stock index and currency positions. Interest rate movements in
one country, as well as relative interest rate movements between
countries, materially impact the Partnership?s profitability.
The Partnership?s primary interest rate exposure is generally to
interest rate fluctuations in the U.S. and the other G-7
countries. The G-7 countries consist of France, the U.S.,
Britain, Germany, Japan, Italy, and Canada. However, the
Partnership also takes futures positions in the government debt
of smaller countries ? e.g., Australia. Demeter anticipates that
the G-7 countries interest rates will remain the primary interest
rate exposure of the Partnership for the foreseeable future. The
speculative futures positions held by the Partnership may range
from short to long-term instruments. Consequently, changes in
short, medium, or long-term interest rates may have an effect on
the Partnership.
<page>
Currency. The second largest market exposure of the Partnership
at June 30, 2005 was to the currency sector. The Partnership?s
currency exposure is to exchange rate fluctuations, primarily
fluctuations which disrupt the historical pricing relationships
between different currencies and currency pairs. Interest rate
changes, as well as political and general economic conditions
influence these fluctuations. The Partnership trades a number of
currencies, including cross-rates - i.e., positions between two
currencies other than the U.S. dollar. At June 30, 2005, the
Partnership?s major exposures were to the euro and Japanese yen
currency crosses, as well as to outright U.S. dollar positions.
Outright positions consist of the U.S. dollar vs. other
currencies. These other currencies include major and minor
currencies. Demeter does not anticipate that the risk associated
with the Partnership?s currency trades will change significantly
in the future.

Equity. The third largest market exposure of the Partnership at
June 30, 2005 was to equity price risk in the G-7 countries. The
stock index futures traded by the Partnership are by law limited
to futures on broadly-based indices. At June 30, 2005, the
Partnership?s primary exposure was to the Hang Seng (China) stock
index. The Partnership is exposed to the risk of adverse price
trends or static markets in the Chinese stock index. Static
markets would not cause major market changes, but would make it
<page> difficult for the Partnership to avoid trendless price
movements, resulting in numerous small losses.

Commodity.
Metals. At June 30, 2005, the Partnership had market
exposure in the metals sector. The Partnership's metals
exposure was to fluctuations in the price of base metals,
such as nickel, aluminum, copper, and zinc. The Partnership
also had exposure to precious metals, such as gold.
Economic forces, supply and demand inequalities,
geopolitical factors, and market expectations influence
price movements in these markets. The Trading Manager
utilizes the trading system(s) to take positions when market
opportunities develop, and Demeter anticipates that the
Partnership will continue to do so.

Soft Commodities and Agriculturals. At June 30, 2005, the
Partnership had market exposure to the markets that comprise
these sectors. Most of the exposure was to the corn,
coffee, and cocoa markets. Supply and demand inequalities,
severe weather disruptions, and market expectations affect
price movements in these markets.

Qualitative Disclosures Regarding Non-Trading Risk Exposure
The following was the only non-trading risk exposure of the
Partnership at June 30, 2005:
<page>
Foreign Currency Balances. The Partnership?s primary
foreign currency balance at June 30, 2005 was in Hong Kong
dollars. The Partnership controls the non-trading risk of
foreign currency balances by regularly converting them back
into U.S. dollars upon liquidation of their respective
positions.

Qualitative Disclosures Regarding Means of Managing Risk Exposure
The Partnership and the Trading Manager, separately, attempt to
manage the risk of the Partnership?s open positions in essentially
the same manner in all market categories traded. Demeter attempts
to manage market exposure by diversifying the Partnership?s assets
among different market sectors and trading approaches, and by
monitoring the performance of the Trading Manager daily. In
addition, the Trading Manager establishes diversification
guidelines, often set in terms of the maximum margin to be
committed to positions in any one market sector or market-sensitive
instrument.

Demeter monitors and controls the risk of the Partnership?s non-
trading instrument, cash. Cash is the only Partnership investment
directed by Demeter, rather than the Trading Manager.

Item 4. CONTROLS AND PROCEDURES
(a) As of the end of the period covered by this quarterly report,
the President and Chief Financial Officer of Demeter, the
<page> general partner of the Partnership, have evaluated the
effectiveness of the Partnership?s disclosure controls and
procedures (as defined in Rules 13a?15(e) and 15d?15(e) of the
Exchange Act), and have judged such controls and procedures to
be effective.

(b) There have been no material changes during the period covered
by this quarterly report in the Partnership?s internal control
over financial reporting (as defined in Rules 13a-15(f) and
15d-15(f) of the Exchange Act) or in other factors that could
significantly affect these controls subsequent to the date of
their evaluation.

<page> PART II. OTHER INFORMATION

Item 5. OTHER INFORMATION
Management. The following changes have been made to the Board of
Directors and Officers of Demeter:

Mr. Harry Handler and Ms. Shelley Hanan were approved as Directors
of Demeter by the National Futures Association as of May 12, 2005
and June 30, 2005, respectively.

Item 6. EXHIBITS

3.01 Limited Partnership Agreement of the Partnership, dated as
of October 28, 1988, is incorporated by reference to
Exhibit 3.01 and Exhibit 3.02 of the Partnership?s
Registration Statement on Form S-1 (File No. 33-24662).
10.01 Management Agreement among the Partnership, Demeter
Management Corporation and VK Capital Inc. (formerly known
as Morgan Stanley Futures & Currency Management Inc.),
dated as of October 28, 1988, is incorporated by reference
to Exhibit 10.02 of the Partnership?s Registration
Statement on Form S-1 (File No. 33-24662).
10.02 Amended and Restated Customer Agreement between the
Partnership and Morgan Stanley DW Inc., dated as of May
19, 2000, is incorporated by reference to Exhibit 10.01 of
the Partnership?s Form 8-K (File No. 0-17446) filed with
the Securities and Exchange Commission on November 13,
2001.
10.03 Commodity Futures Customer Agreement between Morgan
Stanley & Co. Incorporated and the Partnership, and
acknowledged and agreed to by Morgan Stanley DW Inc.,
dated as of May 1, 2000, is incorporated by reference to
Exhibit 10.02 of the Partnership?s Form 8-K (File No. 0-
17446) filed with the Securities and Exchange Commission
on November 13, 2001.

<page>
10.04 Customer Agreement between the Partnership and Morgan
Stanley & Co. International Limited, dated as of May 1,
2000, is incorporated by reference to Exhibit 10.04 of the
Partnership?s Form 8-K (File No. 0-17446) filed with the
Securities and Exchange Commission on November 13, 2001.
10.05 Foreign Exchange and Options Master Agreement between
Morgan Stanley & Co. Incorporated and the Partnership,
dated as of April 30, 2000, is incorporated by reference
to Exhibit 10.05 of the Partnership?s Form 8-K (File No.
0-17446) filed with the Securities and Exchange
Commission on November 13, 2001.
10.06 Securities Account Control Agreement among the
Partnership, Morgan Stanley & Co. Incorporated, and Morgan
Stanley DW Inc., dated as of May 1, 2000, is incorporated
by reference to Exhibit 10.03 of the Partnership?s Form 8-
K (File No. 0-17446) filed with the Securities and
Exchange Commission on November 13, 2001.
31.01 Certification of President of Demeter Management
Corporation, the general partner of the Partnership
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.02 Certification of Chief Financial Officer of Demeter
Management Corporation, the general partner of the
Partnership pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
32.01 Certification of President of Demeter Management
Corporation, the general partner of the Partnership,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
32.02 Certification of Chief Financial Officer of Demeter
Management Corporation, the general partner of the
Partnership, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.

<page>

SIGNATURE

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

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

By: Demeter Management Corporation
(General Partner)

August 15, 2005 By:/s/Kevin Perry
Kevin Perry
Chief Financial Officer

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

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