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 March 31, 2006 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 a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of ?accelerated
filer and large accelerated filer? in Rule 12b-2 of the Exchange Act. (Check
one):

Large accelerated filer___Accelerated filer___Non-accelerated filer 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

March 31, 2006

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements
<s> <c>
Statements of Financial Condition as of March 31, 2006
(Unaudited) and December 31, 2005..........................2

Statements of Operations for the Quarters
Ended March 31, 2006 and 2005 (Unaudited)..................3

Statements of Changes in Partners? Capital for the
Quarters Ended March 31, 2006 and 2005 (Unaudited).........4

Statements of Cash Flows for the Quarters
Ended March 31, 2006 and 2005 (Unaudited)..................5

Notes to Financial Statements (Unaudited)...............6-12

Item 2. Management?s Discussion and Analysis of
Financial Condition and Results of Operations.......13-22

Item 3. Quantitative and Qualitative Disclosures about
Market Risk.........................................22-35

Item 4. Controls and Procedures................................35

PART II. OTHER INFORMATION

Item 1A. Risk Factors..........................................36

Item 5. Other Information.....................................36

Item 6. Exhibits...........................................36-37

</table>

<page> <table> PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
STATEMENTS OF FINANCIAL CONDITION
<caption>
March 31, December 31,
2006 2005
$ $
(Unaudited)
ASSETS
<s> <c> <c>
Equity in futures interests trading accounts:
Unrestricted cash 3,832,780 3,904,626
Restricted cash 476,988 302,965

Total cash 4,309,768 4,207,591

Net unrealized gain on open contracts (MS&Co.) 165,795 276,820
Net unrealized gain on open contracts (MSIL) 60,194 82,528

Total net unrealized gain on open contracts 225,989 359,348

Total Trading Equity 4,535,757 4,566,939

Interest receivable (Morgan Stanley DW) 13,458 11,893

Total Assets 4,549,215 4,578,832

LIABILITIES AND PARTNERS? CAPITAL

Liabilities

Redemptions payable 367,584 239,919
Accrued management fees (VK Capital) 7,581 11,447

Total Liabilities 375,165 251,366

Partners? Capital

Limited Partners (1,420.971 and
1,551.026 Units, respectively) 4,016,197 4,177,057
General Partner (55.850 Units) 157,853
150,409

Total Partners? Capital 4,174,050 4,327,466

Total Liabilities and Partners? Capital 4,549,215 4,578,832

NET ASSET VALUE PER UNIT 2,826.37
2,693.09
<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 Quarters Ended March 31,

2006 2005
$ $
<s> <c> <c>
INVESTMENT INCOME
Interest income (Morgan Stanley DW) 37,792 28,697

EXPENSES
Brokerage commissions (Morgan Stanley DW) 49,703 66,509
Management fees (VK Capital) 25,859 41,463
Transaction fees and costs 2,971 3,456

Total Expenses 78,533 111,428

NET INVESTMENT LOSS (40,741) (82,731)

TRADING RESULTS
Trading profit (loss):
Realized 388,268 (35,527)
Net change in unrealized (133,359) (771,024)

Total Trading Results 254,909 (806,551)

NET INCOME (LOSS) 214,168 (889,282)

NET INCOME (LOSS) ALLOCATION

Limited Partners 206,724 (856,301)
General Partner 7,444 (32,981)

NET INCOME (LOSS) PER UNIT

Limited Partners 133.28 (493.36)
General Partner 133.28 (493.36)

<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 Quarters Ended March 31, 2006 and 2005
(Unaudited)

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

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

Net Loss ? (856,301) (32,981) (889,282)

Redemptions (25.266) (74,220) ? (74,220)

Partners? Capital,
March 31, 2005 1,777.221 5,024,295 196,375 5,220,670

Partners? Capital,
December 31, 2005 1,606.876 4,177,057 150,409 4,327,466

Net Income ? 206,724 7,444 214,168

Redemptions (130.055) (367,584) ? (367,584)

Partners? Capital,
March 31, 2006 1,476.821 4,016,197 157,853 4,174,050

<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 Quarters Ended March 31,

2006 2005
$ $

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

Net income (loss) 214,168 (889,282)
Noncash item included in net income (loss):
Net change in unrealized 133,359 771,024

Increase in operating assets:
Restricted cash (174,023) (825,070)
Interest receivable (Morgan Stanley DW) (1,565) (1,509)

Decrease in operating liabilities:
Accrued management fees (VK Capital) (3,866) (2,642)

Net cash provided by (used for) operating activities 168,073 (947,479)

CASH FLOWS FROM FINANCING ACTIVITIES

Cash paid for redemptions of Units (239,919) (164,684)

Net cash used for financing activities (239,919) (164,684)

Net decrease in unrestricted cash (71,846) (1,112,163)

Unrestricted cash at beginning of period 3,904,626 5,260,563

Unrestricted cash at end of period 3,832,780 4,148,400

<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

March 31, 2006

(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,
2005 Annual Report on Form 10-K. Certain prior year amounts
relating to cash balances were reclassified on the Statements of
Financial Condition and the related Statements of Cash Flows to
conform to 2006 presentation. Such reclass-ifications 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.

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

The Partnership?s general partner is Demeter Management Corporation
(?Demeter?). The non-clearing commodity broker is
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.

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.

Effective February 1, 2006, the monthly management fee, payable
by the Partnership to VK Capital, was reduced from 1/4 of 1%

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

(a 3% annual rate) to 1/6 of 1% (a 2% annual rate). Also,
effective February 1, 2006, the annual incentive fee, payable by
the Partnership to VK Capital was increased from 15% to 20%.

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,
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

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

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 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.

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

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
$ $ $

Mar. 31, 2006 310,671 (84,682) 225,989 Dec. 2007 Jun. 2006
Dec. 31, 2005 289,840 69,508 359,348 Sep. 2006 Mar. 2006

The Partnership has credit risk associated with counterparty non-
performance. As of the date of the financial statements, 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

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

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
$4,620,439 and $4,497,431 at March 31, 2006 and December 31, 2005,
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 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

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

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 month periods ended March 31, 2006 and 2005, 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 the Partnership during
<page> 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 12 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,
brokerage commissions, and transaction fees and costs 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 Quarter Ended March 31, 2006
The Partnership recorded total trading results including interest
income totaling $292,701 and expenses totaling $78,533, resulting
in net income of $214,168 for the quarter ended March 31, 2006.
The Partnership?s net asset value per Unit increased from
$2,693.09 at December 31, 2005 to $2,826.37 at March 31, 2006.

The most significant trading gains of approximately 4.2% were
recorded in the global stock index futures markets from long
positions in European, Australian, and Japanese stock index
futures as global equity markets trended higher during the quarter
on strong corporate earnings and solid economic data. Additional
gains of approximately 3.6% were experienced in the metals markets
during January and March from long positions in copper, aluminum,
zinc, and nickel as prices strengthened amid weak supplies,
forecasts for continued buying by China, and acceleration in
demand from Japan, Europe, and the U.S. Elsewhere in the metals
markets, gains were recorded from long futures positions in silver
and gold as precious metals prices moved higher on persistent
demand from foreign central banks. Silver prices were also
boosted after news that a silver-backed Exchange Traded Fund would
soon launch and create greater investment interest in the metal.
Within the global interest rate futures markets, gains of
<page> approximately 0.5% were recorded, primarily during March,
from short positions in U.S., European, and Japanese interest rate
futures as global bond prices trended lower amid strength in
regional equity markets and investor sentiment that interest rates
in the United States, the European Union, and Japan will rise. A
portion of these gains for the quarter was offset by losses of
approximately 2.4% in the currency markets from long U.S. dollar
positions versus the Japanese yen, Swiss franc, and the Australian
dollar as the U.S. dollar?s value reversed lower against these
currencies during January on expectations that a string of
increases in interest rates by the U.S. Federal Reserve would soon
come to an end. Also pushing the value of the U.S. dollar lower
against its rivals was speculation that China, with a massive U.S.
dollar reserve, might move to diversify some of its assets into
other currencies. Further losses in the currency sector were
experienced during February from short U.S. dollar positions
relative to the Japanese yen, euro, and the Australian dollar as
the value of the U.S. dollar reversed higher after declining U.S.
unemployment and increased wage inflation data led investors to
predict that U.S. interest rates will continue to increase.
Smaller losses were incurred during March from long U.S. dollar
positions relative to the Swiss franc as the value of the franc
reversed higher in tandem with European currencies after the
release of generally positive economic data from the euro-zone
reinforced expectations that European interest rates would
continue to rise. Additional losses of approximately 1.0% were
<page> experienced in the energy markets during February from long
positions in crude oil futures as prices declined after Chinese
government authorities announced that China would place an
emphasis on prospecting alternative energy sources in the future,
reports of larger-than-expected supplies from the International
Energy Agency, and mild weather in the U.S. Northeast. Further
losses in the energy markets were recorded during March from short
positions in crude oil futures as prices strengthened early in the
month on supply fears fueled by news of geopolitical tensions in
Nigeria and Iran. Smaller losses of approximately 0.2% were
recorded in the agricultural markets, primarily during February,
from long positions in coffee futures as prices declined on news
of crop growth and higher harvest rates from Brazil, the world?s
largest coffee producer. Elsewhere in the agricultural sector,
losses were experienced from both long and short positions in
cotton and cocoa as prices moved without consistent direction
throughout a majority of the quarter amid conflicting news
regarding supply and demand.

For the Quarter Ended March 31, 2005
The Partnership recorded total trading results including interest
income totaling $(777,854) and expenses totaling $111,428,
resulting in a net loss of $889,282 for the quarter ended March
31, 2005. The Partnership?s net asset value per Unit decreased
from $3,430.91 at December 31, 2004 to $2,937.55 at March 31,
2005.
<page>
The most significant trading losses of approximately 15.3% 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
pattern 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 U.S.
dependence on foreign investment, and the U.S. Federal Reserve's
announcement of a quarter-point increase in the federal funds
rate. Additional losses of approximately 1.7% were recorded in
the global interest rate futures markets, primarily during March,
from short European <page> 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 U.S. Federal
Reserve Chairman Alan Greenspan, which supported Wall Street
expectations for additional interest rate hikes. Smaller losses
of approximately 0.2% were recorded in the global stock index
futures markets, primarily during January and March, from long
positions in Hang Seng stock index futures as equity prices in
Hong Kong moved lower due to weakness in the technology sector and
fears that higher energy prices will restrict the economic growth
of the region. A portion of the Partnership?s overall losses for
the quarter was offset by gains of approximately 2.6% in the
energy markets during March from long futures positions in natural
gas as prices moved higher in tandem with rising crude oil prices.
Within the crude oil markets, gains were recorded from long
futures positions in February and March as prices trended higher
amid news of increased demand from China, fears of terror attacks
against production facilities in the Middle East, cold weather in
the Northeastern U.S., and predictions from analysts at Goldman
Sachs that oil <page> prices could reach $105 a barrel. Smaller
gains of approximately 0.2% were recorded in the metals markets
during February and March from long positions in copper and
aluminum as prices increased due to news of continued strong
demand from the developing economies of Asia.

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
<page> 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
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
<page> 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.

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
<page> 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, 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 re-values 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
<page> 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
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 March 31, 2006 and 2005. At
March 31, 2006 and 2005, the Partnership?s total capitalization
was approximately $4 million and $5 million, respectively.

Primary Market March 31, 2006 March 31, 2005
Risk Category Value at Risk Value at Risk

Interest Rate (1.75)% (1.59)%

Equity (0.93) (2.52)

Currency (0.53) (1.14)

Commodity (0.87) (4.09)

Aggregate Value at Risk (2.42)% (6.04)%

<page> 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 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 April 1, 2005 through March 31, 2006.

Primary Market Risk Category High Low Average
Interest Rate (1.75)% (0.70)% (1.36)%
Equity (2.58) (0.48) (1.13)
Currency (1.25) (0.53) (0.86)
Commodity (1.13) (0.40) (0.77)
Aggregate Value at Risk (2.88)% (1.47)% (2.12)%

<page> 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
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.

<page> 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 March 31, 2005, and for the four quarter-end
reporting periods from April 1, 2005 through March 31, 2006. 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 March 31,
2006, such amount is equal to approximately 90% of the
Partnership?s net asset value. A decline in short-term interest
rates would result in a decline in the Partnership?s cash
<page> 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-
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 <page> 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.

The following were the primary trading risk exposures of the
Partnership at March 31, 2006, by market sector. It may be
anticipated, however, that these market exposures will vary
materially over time.

Interest Rate. At March 31, 2006 the primary market exposure of
the Partnership was to the global interest rate sector. Exposure
was primarily spread across European, U.S., Japanese, 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 <page> 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.

Equity. The second largest market exposure of the Partnership at
March 31, 2006 was to the global stock index sector, primarily 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 March 31, 2006, the Partnership?s
primary exposures were to the DAX (Germany) and the NIKKEI 225
(Japan) stock index. The Partnership is typically exposed to the
risk of adverse price trends or static markets in the Asian,
U.S., and European 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.

Currency. At March 31, 2006 the Partnership had market exposure
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 <page> 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 March 31, 2006, the Partnership?s
major exposures were to the euro and the 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 currencies. Demeter
does not anticipate that the risk associated with the
Partnership?s currency trades will change significantly in the
future.

Commodity.
Soft Commodities and Agriculturals. At March 31, 2006, the
Partnership had market exposure to the markets that comprise
these sectors. Most of the exposure was to the cotton,
corn, coffee, soybeans, wheat, and soybean meal markets.
Supply and demand inequalities, severe weather disruptions,
and market expectations affect price movements in these
markets.

Metals. At March 31, 2006 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 copper, nickel, aluminum, and zinc and 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 <page> system(s) to take
positions when market opportunities develop, and Demeter
anticipates that the Partnership will continue to do so.

Energy. At March 31, 2006, the Partnership had market
exposure in the energy sector. The Partnership?s energy
exposure was to futures contracts in natural gas and crude
oil and its related products. Price movements in these
markets result from geopolitical developments, particularly
in the Middle East, as well as weather patterns, and other
economic fundamentals. Significant profits and losses,
which have been experienced in the past, are expected to
continue to be experienced in the future. Natural gas has
exhibited volatility in price resulting from weather
patterns and supply and demand factors and will likely
continue in this choppy pattern.

Qualitative Disclosures Regarding Non-Trading Risk Exposure
The following was the only non-trading risk exposure of the
Partnership at March 31, 2006:

Foreign Currency Balances. The Partnership?s primary
foreign currency balances at March 31, 2006 were in
Australian dollars, British pounds, and euros. The
Partnership controls the non-trading risk of foreign
currency balances by <page> 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
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
<page> 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 1A. RISK FACTORS

Information regarding risk factors appears in Item 2.
?Management?s Discussion and Analysis of Financial Condition and
Results of Operations? and Item 3. ?Quantitative and Qualitative
Disclosures about Market Risk? of this Form 10-Q. There have been
no other material changes from the risk factors previously
referenced in the Partnership?s Report on Form 10-K for the fiscal
year ended December 31, 2005.

Item 5. OTHER INFORMATION
Management. In connection with the election of new directors to
the Board of Directors of Demeter, the following information
updates the disclosures in the Partnership?s Form 8-K filed on
March 27, 2006 and Form 8-K filed on April 5, 2006:

On April 11, 2006, the National Futures Association approved Mr.
Richard Gueren as a director of Demeter.

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.

<page>
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)

May 15, 2006 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.

? 6 ?

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