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

FORM 10-Q

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

Indicate by check-mark whether the registrant is a shell company
(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

September 30, 2005

PART I. FINANCIAL INFORMATION

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

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

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

Statements of Cash Flows for the Nine Months
Ended September 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.......12-27

Item 3. Quantitative and Qualitative Disclosures about
Market Risk.........................................28-40

Item 4. Controls and Procedures................................41

PART II. OTHER INFORMATION

Item 5. Other Information...................................42-43

Item 6. Exhibits...............................................43

</table>

<page> <table> PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
STATEMENTS OF FINANCIAL CONDITION
<caption>
September 30, December 31,
2005 2004
$ $
(Unaudited)
ASSETS
<s> <c> <c>
Equity in futures interests trading accounts:
Cash 4,866,277 5,838,647

Net unrealized gain (loss) on open contracts (MSIL) (12,388) 10,406
Net unrealized gain (loss) on open contracts (MS&Co.) (86,460) 506,726

Total net unrealized gain (loss) on open contracts (98,848) 517,132

Total Trading Equity 4,767,429 6,355,779

Interest receivable (Morgan Stanley DW) 11,015 8,989

Total Assets 4,778,444 6,364,768

LIABILITIES AND PARTNERS? CAPITAL

Liabilities

Redemptions payable 114,648 164,684
Accrued management fees (VK Capital) 11,946 15,912

Total Liabilities 126,594 180,596

Partners? Capital

Limited Partners (1,629.113 and
1,735.637 Units, respectively) 4,468,487 5,954,816
General Partner (66.850 Units) 183,363
229,356

Total Partners? Capital 4,651,850 6,184,172

Total Liabilities and Partners? Capital 4,778,444 6,364,768

NET ASSET VALUE PER UNIT 2,742.90
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 Nine
Months
Ended September 30, Ended September 30,

2005 2004 2005 2004
$ $ $ $
<s> <c> <c> <c> <c>
INVESTMENT INCOME
Interest income (Morgan Stanley DW) 32,883 17,355 90,260 44,808

EXPENSES
Brokerage commissions (Morgan Stanley DW) 53,968 53,812 182,286 222,482
Management fees (VK Capital) 36,031 42,559 114,905 144,773
Transaction fees and costs 2,561 2,733 9,556 10,488

Total Expenses 92,560 99,104 306,747 377,743

NET INVESTMENT LOSS (59,677) (81,749) (216,487) (332,935)

TRADING RESULTS
Trading profit (loss):
Realized 320,651 (633,663) (397,387) (692,671)
Net change in unrealized (497,290) 766,345 (615,980) (57,624)
(176,639) 132,682 (1,013,367) (750,295)
Proceeds from Litigation Settlement ? 1,548 ? 1,548

Total Trading Results (176,639) 134,230 (1,013,367) (748,747)

NET INCOME (LOSS) (236,316) 52,481 (1,229,854) (1,081,682)

NET INCOME (LOSS) ALLOCATION

Limited Partners (227,226) 50,665 (1,183,861) (1,044,904)
General Partner (9,090) 1,816 (45,993) (36,778)

NET INCOME (LOSS) PER UNIT

Limited Partners (135.98) 27.17 (688.01) (550.16)
General Partner (135.98) 27.17 (688.01) (550.16)

<fn>

The accompanying notes are an integral part
of these financial statements.
</table>
<page> <table> DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
STATEMENTS OF CHANGES IN PARTNERS? CAPITAL
For the Nine Months Ended September 30, 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 ? (1,044,904) (36,778) (1,081,682)

Redemptions (144.771) (446,499) ?
(446,499)

Partners? Capital,
September 30, 2004 1,850.487 5,303,351 198,768 5,502,119

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

Net Loss ? (1,183,861) (45,993) (1,229,854)

Redemptions (106.524) (302,468) ?
(302,468)

Partners? Capital,
September 30, 2005 1,695.963 4,468,487 183,363 4,651,850

<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 Nine Months Ended September 30,

2005 2004
$ $

CASH FLOWS FROM OPERATING ACTIVITIES
<s> <c> <c>
Net loss (1,229,854)
(1,081,682)
Noncash item included in net loss:
Net change in unrealized 615,980 57,624

Increase in operating assets:
Interest receivable (Morgan Stanley DW) (2,026) (2,152)

Decrease in operating liabilities:
Accrued management fees (VK Capital) (3,966) (3,966)

Net cash used for operating activities (619,866) (1,030,176)

CASH FLOWS FROM FINANCING ACTIVITIES

Cash paid from redemptions of Units (352,504) (500,581)

Net cash used for financing activities (352,504) (500,581)

Net decrease in cash (972,370) (1,530,757)

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

Balance at end of period 4,866,277 5,432,986

<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

September 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., formerly, Morgan Stanley
Futures & Currency Management 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
<page> DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

limited to, foreign currencies, financial instruments, metals,
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
<page> DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Activities? (?SFAS No. 133?). SFAS No. 133 defines a
derivative as a financial instrument or other contract that has
all three of the following characteristics:

1) One or more underlying notional amounts or payment
provisions;
2) Requires no initial net investment or a smaller initial net
investment than would be required relative to changes in
market factors;
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/(losses) 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/(Losses)
on Open Contracts Longest Maturities

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

Sep. 30, 2005 204,749 (303,597) (98,848) Jun. 2006 Dec. 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 $5,071,026 and
$6,162,127 at September 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

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

any requirement that an amount equal to the net unrealized gains
(losses) on open forward contracts be segregated. 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
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 nine month periods ended September 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, along with the ?Proceeds from
Litigation Settlement?, constitute 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 Nine Months Ended September 30, 2005
The Partnership recorded total trading results including interest
income totaling $(143,756) and expenses totaling $92,560,
resulting in a net loss of $236,316 for the three months ended
September 30, 2005. The Partnership?s net asset value per Unit
decreased from $2,878.88 at June 30, 2005 to $2,742.90 at
September 30, 2005.

The most significant trading losses of approximately 8.1% were
recorded within the currency markets during August from long U.S.
dollar positions against the euro, Japanese yen, and Swiss franc,
as the value of the U.S. dollar declined amid higher crude oil
prices, lower durable goods orders data, the U.S. trade imbalance,
and economic warnings from the U.S. Federal Reserve Chairman Alan
Greenspan. The Japanese yen?s value was pushed higher early in
the month amid expectations for improvements in the Japanese
economy, while the value of the euro was strengthened by strong
signals of euro-zone economic improvement. Elsewhere in the
currency markets, losses were experienced from long positions in
the euro versus the British pound cross-rate as the value of the
pound reversed higher against the euro. Smaller losses were
incurred from long positions in the Singapore dollar against the
U.S. dollar as the value of the Singapore dollar finished lower.
<page> During September, losses were incurred from short U.S.
dollar positions against the Japanese yen, euro, and Swiss franc,
as the value of the U.S. dollar increased during the month. The
main driver of the U.S. dollar strength was expectations that the
U.S. Federal Reserve would most likely continue to raise interest
rates. In addition, the value of the euro was pulled lower after
the release of lower 2005 and 2006 growth estimates for the
European economy and news that Germany?s incumbent Chancellor,
Gerhard Schroeder, refused to concede defeat to the opposition
leader, Angela Merkel, in the days after the election. Additional
losses of approximately 7.0% were recorded in the global interest
rate futures markets throughout the quarter from both long and
short positions in European, Japanese, U.S., and Australian fixed-
income futures as prices moved without consistent direction amid
conflicting economic data, uncertainty regarding the future
interest rate policy of the United States and the European Union,
and volatility in energy prices. Smaller losses of approximately
0.3% were recorded in the metals markets, primarily during July
and August, from positions in aluminum and gold as prices moved in
a choppy manner amid conflicting news regarding supply and demand
and volatility in the U.S. dollar. A portion of the Partnership?s
overall losses for the quarter was offset by gains of
approximately 6.3% in the energy markets during August from long
positions in natural gas and crude oil as prices climbed higher
after Hurricane Katrina struck the U.S. Gulf Coast, resulting in
heavily damaged or destroyed refineries and production facilities.
<page> Further gains were experienced during September from long
positions in natural gas as prices continued to strengthen in
response to concern for the long-term effects on supplies in the
Gulf of Mexico after Hurricane Katrina. Also pushing prices
higher was anticipation of strong demand in the coming winter
months and fears for the approach of Hurricane Rita and the
additional damage it could have caused to output in the Gulf of
Mexico. Additional gains of approximately 4.6% were experienced
in the global stock index futures markets, primarily during July
and September, from long positions in European and Pacific Rim
equity index futures as prices increased on strong corporate
earnings, a decline in oil prices and signs that the global
economy could move forward despite Hurricane Katrina's devastation
of the U.S. Gulf Coast. In the agricultural markets, gains of
approximately 0.2% were recorded during August and September from
short positions in coffee futures as prices trended lower amid
news of lower global consumption and a strong crop from Brazil and
Colombia.

The Partnership recorded total trading results including interest
income totaling $(923,107) and expenses totaling $306,747,
resulting in a net loss of $1,229,854 for the nine months ended
September 30, 2005. The Partnership?s net asset value per Unit
decreased from $3,430.91 at December 31, 2004 to $2,742.90
at September 30, 2005.

<page> The most significant trading losses of approximately 20.6%
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 U.S. Federal Reserve Chairman Alan Greenspan
about the considerable U.S. Current-Account deficit, and the U.S.
Federal Reserve's announcement of a quarter-point increase in the
federal funds rate. During August, further losses were incurred
from long U.S. dollar positions against the euro, Swedish krona,
and Swiss franc, as the value of the U.S. dollar declined amid
higher crude oil prices, lower durable goods orders data, the U.S.
<page> trade imbalance, and economic warnings from U.S. Federal
Reserve Chairman Alan Greenspan. Smaller losses in August were
experienced from long positions in the euro versus the British
pound cross-rate as the value of the pound reversed higher against
the euro. Finally, during September, losses were incurred in
currencies from short U.S. dollar futures positions against the
euro, Swiss franc, and Swedish krona, as the value of the U.S.
dollar increased during the month on expectations that the U.S.
Federal Reserve would most likely continue to raise interest
rates. Additional losses of approximately 3.8% were recorded in
the global interest rate futures markets during March from short
European interest rate futures positions as prices reversed higher
amid strength in the euro towards the beginning of the month as
investors feared that continued strength in the currency could
restrict foreign exports. Prices were also pushed higher on the
expectations that Europe would continue to maintain a low-interest
rate environment, as well as economic concerns stemming from
surging energy prices. Further losses were experienced during
February from long positions in long-term U.S. interest rate
futures as prices declined in response to strong global economic
data and congressional testimony by the U.S. Federal Reserve
Chairman Alan Greenspan, which supported Wall Street expectations
for additional interest rate hikes. During the third quarter,
losses were recorded from both long and short positions in U.S.,
Australian, and European fixed-income futures as prices moved
without consistent direction amid conflicting economic data,
<page> uncertainty regarding the future interest rate policy of
the United States and the European Union, and volatility in energy
prices. Within the agricultural complex, losses of approximately
2.4% 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 and weather related
factors in the U.S. growing regions. Elsewhere in the
agricultural markets, losses were experienced from short positions
in cotton futures during January as prices moved higher early in
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
were experienced during February, March, and September from
positions in cocoa futures. Within the metals markets, losses of
approximately 1.4% were recorded during April, June, July, and
August from both long and short positions in gold and aluminum
futures as prices moved in a choppy manner amid conflicting news
regarding supply and demand and volatility in the U.S. dollar. A
portion of these losses for the first nine months of the year was
offset by gains of approximately 6.4% in the global stock index
futures markets during May, June, July, and September from long
positions in European equity index futures as prices moved higher
on strength in the technology sector, strong corporate earnings,
and weakness in the euro, as investors expressed confidence that a
<page> weaker euro would boost European exports. Elsewhere in the
global equity index markets, gains were recorded during September
from long positions in Australian stock index futures as prices
moved significantly higher on news of the largest ever annual jobs
gain, an improvement in that country?s Current-Account deficit,
and strong retail sales data. Additional gains of approximately
2.2% were experienced in the energy markets during May from long
positions in natural gas futures as prices drifted higher on the
heels of higher crude oil prices. During August, further gains
resulted from long positions in natural gas as prices climbed
higher after Hurricane Katrina struck the U.S. Gulf Coast,
resulting in heavily damaged or destroyed production facilities.
Additional gains were experienced during September from long
positions in natural gas as prices continued to strengthen
throughout the month in response to concern for the long-term
effects on supplies in the Gulf of Mexico after Hurricane Katrina.
Also pushing prices higher was anticipation of strong demand in
the coming winter months and fears for the approach of Hurricane
Rita, and the additional damage it could have caused to output in
the Gulf of Mexico.

For the Three and Nine Months Ended September 30, 2004
The Partnership recorded total trading results including interest
income totaling $151,585 and expenses totaling $99,104, resulting
in net income of $52,481 for the three months ended September 30,
<page> 2004. The Partnership?s net asset value per Unit increased
from $2,946.17 at June 30, 2004 to $2,973.34 at September 30,
2004.

The most significant trading gains of approximately 4.6% were
generated in the energy markets, primarily during July and
September, from long positions in crude oil as prices strengthened
due to continuing fears about potential terrorist attacks against
the production and refining facilities in Saudi Arabia and Iraq,
concerns that top Russian oil producer, Yukos, may break up or
stop selling oil, major disruptions in oil production in the Gulf
of Mexico due to Hurricane Ivan, and growing civil unrest in
Nigeria. Elsewhere in the energy markets, gains were recorded
during August from short positions in natural gas futures as
prices drifted lower due to record reserves and heavily reduced
market demand. Additional gains of approximately 1.7% were
recorded in the global interest rate futures markets, primarily
during August and September, from long positions in European
interest rate futures as prices trended higher, boosted by a surge
in oil prices, uncertainty in the global equity markets, and
testimony by the U.S. Federal Reserve Chairman Alan Greenspan
depicting a somewhat less optimistic view about the immediate
future of the U.S. economy. Smaller gains of approximately 0.5%
were experienced in the agricultural markets during July and
September from short positions in corn futures as prices weakened
due to ideal weather conditions in the growing region of the U.S.
<page> Midwest, reports of increased inventories by the U.S.
Department of Agriculture, and weak export demand. A portion of
the Partnership?s overall gains for the quarter was offset by
losses of approximately 3.9% recorded in the currency markets
during July and September from positions in the Australian dollar
relative to the U.S. dollar as the value of the Australian dollar
moved without consistent direction due to volatility in gold
prices, geopolitical concerns regarding terror warnings in the
Pacific Rim, and the decision by the Reserve Bank of Australia to
raise interest rates. Elsewhere in the currency markets, losses
resulted from positions in the euro versus the U.S. dollar and the
Japanese yen as the value of the euro experienced short-term price
volatility throughout the quarter due to higher energy prices and
uncertainty about the direction of the ?euro-zone? economy.
Smaller losses were incurred, primarily during September, from
short positions in the Swiss franc against the U.S. dollar as the
Swiss currency?s ?safe-haven? status pushed its value higher in
reaction to major geopolitical concerns. Within the metals
markets, losses of approximately 1.0% were experienced during
September from short positions in nickel futures as base metals
prices increased on continued demand from China and reports of
lower-than-expected inventories. Elsewhere in the metals markets,
losses were recorded primarily during July from short positions in
copper futures as prices moved higher due to speculation of
increased demand and reduced supply from Mexico. Smaller losses
of approximately 0.6% were recorded in the global stock index
<page> futures markets during July and August from short positions
in S&P 500 Index futures as prices temporarily bounced higher due
to better-than-expected U.S. economic data.

The Partnership recorded total trading results including interest
income totaling $(703,939) and expenses totaling $377,743,
resulting in a net loss of $1,081,682 for the nine months ended
September 30, 2004. The Partnership?s net asset value per Unit
decreased from $3,523.50 at December 31, 2003 to $2,973.34 at
September 30, 2004.

The most significant trading losses of approximately 17.5% were
recorded in the currency markets from positions in the Japanese
yen versus the U.S. dollar. These losses were experienced
primarily during the first and second quarter from both long and
short positions in the yen relative to the U.S. dollar as the
value of the yen experienced significant short-term price
volatility. Conflicting economic data regarding a Japanese
economic recovery, uncertainty regarding a currency market
intervention by the Bank of Japan, geopolitical concerns stemming
from instability in Iraq, and uncertainty regarding the direction
of U.S. and Japanese interest rates contributed to the yen?s
trendless price movement. 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? during the first and second quarter in tandem with
the Japanese <page> yen. The price volatility in the Japanese yen
also resulted in losses from cross-rate positions in the euro
versus the Japanese yen for the aforementioned reasons. In the
third quarter, however, volatility in the euro was responsible for
losses in euro/Japanese yen cross-rate positions as the value of
the euro moved in a trendless pattern throughout the quarter due
to higher energy prices and uncertainty about the direction of the
?euro-zone? economy. Additional losses of approximately 1.7%
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. Elsewhere in the metals
markets, losses were recorded primarily during September from
short positions in nickel futures as base metals prices increased
on continued demand from China and reports of lower-than-expected
inventories. Smaller losses of approximately 0.8% were recorded
in the global stock index futures markets during March and May
from long positions in S&P 500 Index futures as equity prices
decreased on geopolitical concerns. During July and August, short
positions in S&P 500 Index futures resulted in further losses as
prices temporarily bounced higher due to better-than-expected U.S.
economic data. A portion of the Partnership?s overall losses for
the first nine months of the year was offset by gains of
approximately 3.0% in the energy markets. During February, May,
July, and September, long positions in crude oil profited as
prices trended higher due to consistent news of tight supply,
continuing geopolitical concerns in the Middle East, concerns that
<page> top Russian oil producer, Yukos, may break up or stop
selling oil, major disruptions in oil production in the Gulf of
Mexico due to Hurricane Ivan, and growing civil unrest in Nigeria.
Additional gains of approximately 2.5% were experienced in the
agricultural markets during January, March, and June from long
positions in corn futures as prices increased on news of strong
demand from Asia. Further gains were experienced during July and
August from short positions in corn futures as prices weakened due
to ideal weather conditions in the growing regions of the U.S.
Midwest, reports of increased inventories by the U.S. Department
of Agriculture, and weaker export demand. Elsewhere in the
agricultural complex, gains were recorded from short positions in
cotton futures, primarily during March, April, June, and July, as
prices trended lower amid rising supplies and news of a consistent
decline in demand from China. Smaller gains of approximately 1.2%
were recorded in the global interest rate futures markets from
long positions in European interest rate futures during February,
March, August, and September as prices rallied on uncertainty in
the global equity markets, disappointing economic data, ?safe-
haven? buying amid major geopolitical concerns, and a surge in
oil prices.

<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
linear exposures to risk including equity and commodity prices,
<page> 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.

VaR models, including the Partnership?s, are continually evolving
as trading portfolios become more diverse and modeling techniques
<page> 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 September 30, 2005 and 2004.
At September 30, 2005 and 2004, the Partnership?s total
capitalization was approximately $5 million and $6 million,
respectively.

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

Equity (2.58)% - %

Interest Rate (1.24) (1.73)

Currency (1.14) (1.01)

Commodity (0.67) (2.38)

Aggregate Value at Risk (2.88)% (3.91)%

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
Partnership?s open positions across all the market categories, and
<page> 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 October 1, 2004 through September 30, 2005.

Primary Market Risk Category High Low Average
Equity (2.58)% (0.55)% (1.91)%
Interest Rate (1.74) (0.60) (1.29)
Currency (2.31) (1.14) (1.46)
Commodity (4.09) (0.22) (1.34)
Aggregate Value at Risk (6.04)% (1.72)% (3.32)%

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;
reflect risk reduction due to portfolio diversification or hedging
<page> 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
aggregate basis at September 30, 2005, and for the four quarter-
<page> end reporting periods from October 1, 2004 through September
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 of its
available assets in cash at Morgan Stanley DW; as of September
30, 2005, such amount is equal to approximately 91% of the
Partnership?s net asset value. 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 September 30, 2005, by market sector. It may
be anticipated, however, that these market exposures will vary
materially over time.

Equity. The largest market exposure of the Partnership at
September 30, 2005 was to the global stock index sector,
primarily to equity price risk in the G-7 countries. The G-7
countries consist of France, the U.S., Britain, Germany, Japan,
Italy, and Canada. The stock index futures traded by the
Partnership are by law limited to futures on broadly-based
indices. At September 30, 2005, the Partnership?s primary
exposures were to the CAC 40 (France), Dax (Germany), and Hang
Seng (China) stock indices. The Partnership is exposed to the
risk of adverse price trends or static markets in the U.S.,
European, and Asian stock indices. Static markets would not
cause major market changes, but would make it difficult for the
Partnership to avoid trendless price movements, resulting in
numerous small losses.

Interest Rate. The second largest market exposure of the
Partnership at September 30, 2005 was to the global interest rate
sector. Exposure was primarily spread across the European,
Japanese, and U.S. 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 <page> 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. 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.

Currency. The third largest market exposure of the Partnership
at September 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 September
30, 2005, the Partnership?s major exposures were to the euro and
British pound 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 <page> currencies. Demeter does not anticipate that the
risk associated with the Partnership?s currency trades will
change significantly in the future.

Commodity.
Metals. At September 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.

Energy. At September 30, 2005, the Partnership had market
exposure to the energy sector. The Partnership?s energy
exposure was primarily by futures contracts in natural gas.
Natural gas has exhibited volatility in prices resulting
from weather patterns and supply and demand factors and will
likely continue in this choppy pattern.

<page> Soft Commodities and Agriculturals. At September 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 September 30, 2005:

Foreign Currency Balances. The Partnership?s primary
foreign currency balances at September 30, 2005 were in
Australian dollars, British pounds, and 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 <page>
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
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
Subsequent Event. Effective October 3, 2005, with the consent of
the general partner, VK Capital began trading approximately 20%
of the Partnership?s assets pursuant to its QDS Program, as
described below. The allocation to the QDS Program was primarily
done to diversify the trading methodologies of the Trading
Manager with the objective of enhancing the overall risk/return
characteristics of the Partnership. The QDS Program has been
trading approximately $1.4 million of proprietary assets of a
Morgan Stanley affiliate since the inception of the QDS Program
in August 2004.

The QDS Program is a diversified systematic trading program
designed to provide consistent returns with strict risk control
measures. The portfolio composition includes a diverse group of
global futures and currency markets which include the
Agriculture, Currency, Energy, Global Stocks, Global Financial,
and Metal complexes. QDS positions itself with managed exposure
to take advantage of significant longer term price moves via
algorithms that highlight trading opportunities.

VK Capital will continue to trade approximately 40% of the
Partnership?s assets pursuant to its Diversified Portfolio and
approximately 40% of the Partnership?s assets pursuant to its
Global Portfolio. Subject to the prior approval of the General
<page> Partner, VK Capital may, at any time, trade some or all of
the Partnership?s assets among one or more of its other trading
programs.

Item 6. EXHIBITS

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)

November 14, 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)

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