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, 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

September 30, 2006

PART I. FINANCIAL INFORMATION
<s> <c>
Item 1. Financial Statements

Statements of Financial Condition as of September 30, 2006
(Unaudited) and December 31, 2005..........................2

Statements of Operations for the Three and Nine Months
Ended September 30, 2006 and 2005 (Unaudited)..............3

Statements of Changes in Partners? Capital for the
Nine Months Ended September 30, 2006 and 2005 (Unaudited)..4

Statements of Cash Flows for the Nine Months
Ended September 30, 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.......13-29

Item 3. Quantitative and Qualitative Disclosures about
Market Risk.........................................29-38

Item 4. Controls and Procedures................................39

PART II. OTHER INFORMATION

Item 1A. Risk Factors..........................................40

Item 5. Other Information..................................40-42

Item 6. Exhibits..............................................42

</table>

<page> <table> PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
STATEMENTS OF FINANCIAL CONDITION
<caption>
September 30, December 31,
2006 2005
$ $
(Unaudited)
ASSETS
<s> <c> <c>
Equity in futures interests trading accounts:
Unrestricted cash 3,799,822 3,904,626
Restricted cash 41,430 302,965

Total cash 3,841,252 4,207,591

Net unrealized gain on open contracts (MS&Co.) 13,223 276,820
Net unrealized gain on open contracts (MSIL) ? 82,528

Total net unrealized gain on open contracts 13,223 359,348

Total Trading Equity 3,854,475 4,566,939

Interest receivable (Morgan Stanley DW) 12,354 11,893

Total Assets 3,866,829 4,578,832

LIABILITIES AND PARTNERS? CAPITAL

Liabilities

Redemptions payable 1,427,331 239,919
Accrued management fee (VK Capital) ? 11,447

Total Liabilities 1,427,331 251,366

Partners? Capital

Limited Partners (825.016 and
1,551.026 Units, respectively) 2,284,825 4,177,057
General Partner (55.850 Units) 154,673 150,409

Total Partners? Capital 2,439,498 4,327,466

Total Liabilities and Partners? Capital 3,866,829 4,578,832

NET ASSET VALUE PER UNIT 2,769.43 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 Three Months For the Nine Months
Ended September 30, Ended September 30,

2006 2005 2006 2005
$ $ $ $
<s> <c> <c> <c> <c>
INVESTMENT INCOME
Interest income (Morgan Stanley DW) 39,535 32,883 118,206 90,260

EXPENSES
Brokerage commissions (Morgan Stanley DW) 23,060 53,968 118,807 182,286
Management fees (VK Capital) 12,883 36,031 61,741 114,905
Transaction fees and costs 1,275 2,561 7,183 9,556

Total Expenses 37,218 92,560 187,731 306,747

NET INVESTMENT INCOME (LOSS) 2,317 (59,677) (69,525) (216,487)

TRADING RESULTS
Trading profit (loss):
Realized 17,743 320,651 557,405 (397,387)
Net change in unrealized (222,532) (497,290) (346,125) (615,980)

Total Trading Results (204,789) (176,639) 211,280 (1,013,367)

NET INCOME (LOSS) (202,472) (236,316) 141,755 (1,229,854)

NET INCOME (LOSS) ALLOCATION

Limited Partners (194,373) (227,226) 137,491 (1,183,861)
General Partner (8,099) (9,090) 4,264 (45,993)

NET INCOME (LOSS) PER UNIT

Limited Partners (145.01) (135.98) 76.34 (688.01)
General Partner (145.01) (135.98) 76.34 (688.01)

<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, 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 ? (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

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

Net Income ? 137,491 4,264 141,755

Redemptions (726.010) (2,029,723) ? (2,029,723)

Partners? Capital,
September 30, 2006 880.866 2,284,825 154,673 2,439,498

<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,

2006 2005
$ $

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

Net income (loss) 141,755 (1,229,854)
Noncash item included in net income (loss):
Net change in unrealized 346,125 615,980

(Increase) decrease in operating assets:
Restricted cash 261,535 (128,178)
Interest receivable (Morgan Stanley DW) (461) (2,026)

Decrease in operating liabilities:
Accrued management fees (VK Capital) (11,447) (3,966)

Net cash provided by (used for) operating activities 737,507 (748,044)

CASH FLOWS FROM FINANCING ACTIVITIES

Cash paid for redemptions of Units (842,311) (352,504)

Net cash used for financing activities (842,311) (352,504)

Net decrease in unrestricted cash (104,804) (1,100,548)

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

Unrestricted cash at end of period 3,799,822 4,160,015

<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, 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?).
Prior to the termination of trading on August 31, 2006, the
trading manager was VK Capital Inc. (?VK Capital? or the ?Trading
Manager?). Demeter, Morgan Stanley DW, MS & Co., MSIL, and VK
Capital are wholly-owned subsidiaries of Morgan Stanley.

Effective October 31, 2006, Demeter withdrew from the Partnership
as general partner and, thereafter, commence dissolution of the
Partnership pursuant to the Partnership?s Limited Partnership
Agreement. In connection with Demeter?s withdrawal from the
Partnership, Demeter terminated VK Capital within the Partnership
effective August 31, 2006.

In accordance with the Partnership?s Limited Partnership
Agreement, Demeter commenced liquidation of the Partnership, and
as a result, has changed its basis of accounting from the going
concern basis to the liquidation basis whereby assets and
liabilities are stated at their estimated settlement amounts and
all costs of liquidation have been recognized. The adoption

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

of the liquidation basis of accounting did not have a material
effect on the carrying values of assets and liabilities as of
September 30, 2006.

2. Related Party Transactions
Prior to the termination of trading on August 31, 2006, the
Partnership?s cash was 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 paid
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 paid brokerage
commissions to Morgan Stanley DW. Management fees and incentive
fees, if any, incurred by the Partnership, were paid to VK
Capital.

Following termination of trading, Morgan Stanley DW pays the
Partnership interest income equal to 100% of its average daily
Net Assets for the month at a rate equal to the average yield on
13-week U.S. Treasury bills. However, the Partnership no longer
pays any brokerage commissions or management fees.

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

3. Financial Instruments
Prior to the termination of trading on August 31, 2006, the
Partnership traded 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
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.

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

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

Net Unrealized Gains/(Losses)
on Open Contracts Longest Maturities

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

Sep. 30, 2006 54,651 (41,428) 13,223 - Nov. 2006
Dec. 31, 2005 289,840 69,508 359,348 Sep. 2006 Mar. 2006

Prior to termination of trading, the Partnership had 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 traded was limited to the
amounts reflected in the Partnership?s Statements of Financial
Condition.

Prior to the termination of trading, the Partnership also had
credit risk because Morgan Stanley DW, MS & Co., and MSIL acted as
the futures commission merchants or the counterparties, with
respect to most of the Partnership?s assets. Exchange-traded
futures and forward contracts were 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, were 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

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

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 $3,895,903 and $4,497,431 at
September 30, 2006 and December 31, 2005, respectively. With
respect to the Partnership?s off-exchange-traded forward currency
contracts, there were no daily exchange-required settlements of
variation in value, nor was there any requirement that an amount
equal to the net unrealized gains (losses) on open forward
contracts be segregated. However, the Partnership was required to
meet margin requirements equal to the net unrealized loss on open
contracts in the Partnership accounts with the counterparty, which
was 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 was at risk to the ability of MS & Co.,
the sole counterparty on all such contracts, to perform. The
Partnership had a netting agreement with MS & Co. This agreement,
which sought to reduce both the Partnership?s and MS & Co.?s
exposure on off-exchange-traded forward currency contracts, was
intended to 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. Prior to the termination of trading on August 31,
2006, the Partnership deposited 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 were used as margin to engage in
trading and were used as margin solely for the Partnership?s
trading. The assets were 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.

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
prevent the Partnership from promptly liquidating its futures
contracts and result in restrictions on redemptions.

<page> For the periods covered by this report, illiquidity has not
materially affected the partnership?s assets.

Effective September 1, 2006, the Partnership?s assets are on
deposit with Morgan Stanley DW and are not used for trading.

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 does it
expect to have, any capital assets. In connection with the
termination of trading on behalf of the Partnership on August 31,
2006, Demeter withdrew from the Partnership effective October 31,
2006, and commenced dissolution of the Partnership, including
final redemption of units of limited partnership interest
(?Unit(s)?) and distribution of capital to the partners, in
accordance with the Partnership?s Limited Partnership Agreement.
Following this final distribution of capital, the Partnership will
not have any capital resource arrangements.

Off-Balance Sheet Arrangements and Contractual Obligations. The
Partnership does not have any off-balance sheet arrangements, nor

<page> 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, 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 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
<page> 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
critical accounting policies other than those presently used could
reasonably affect reported amounts.

For the Three and Nine Months Ended September 30, 2006
The Partnership recorded total trading results including interest
income totaling $(165,254) and expenses totaling $37,218,
resulting in a net loss of $202,472 for the three months ended
September 30, 2006. The Partnership?s net asset value per Unit
<page> decreased from $2,914.44 at June 30, 2006 to $2,769.43 at
September 30, 2006.

The most significant trading losses of approximately 3.2% were
recorded in the energy sector, primarily during July, from long
futures positions in crude oil and its related products as prices
moved lower after weaker-than-expected U.S. economic data led
investors to believe that energy demand would be negatively
affected. Elsewhere in the energy markets, short positions in
natural gas futures incurred losses during July as prices moved
higher after hot weather across much of the U.S. boosted demand.
Additional losses were incurred during August from long futures
positions in natural gas, unleaded gas, and heating oil as prices
fell sharply due to indications of a weakening economy. In
addition, prices moved lower on signs that Tropical Storm Ernesto
would likely bypass the production areas of eastern and central
Gulf of Mexico. Within the global interest rate sector, losses of
approximately 1.2% were incurred during July and August from short
positions in German and Australian fixed-income futures as prices
moved higher on significant geopolitical concerns and signs of a
slowing global economy. German fixed-income futures prices also
moved higher after the European Central Bank kept its interest
rate unchanged in July, while Australian fixed-income futures
prices rose after an economic report showing consumer confidence
in Australia had its biggest monthly decline since 1989.
Additional losses of approximately 1.0% were experienced within
<page> the currency markets from short and long U.S. dollar
positions against the euro, Swedish krona, Swiss franc, Australian
dollar, and Singapore dollar. Short positions in the U.S. dollar
against the euro, Swiss franc, and Swedish krona incurred losses
during early July as the U.S. dollar strengthened following
narrower-than-expected May U.S. trade deficit data. Furthermore,
the value of the euro moved lower after the European Central Bank
decided to keep interest rates unchanged. Additional losses were
recorded toward the end of July from newly established short
positions in the Swiss franc and Swedish krona, as well as
existing short positions in the Australian dollar, versus the U.S.
dollar as the value of the U.S. dollar moved lower on fears of a
slowing economy and weaker-than-expected U.S. Gross Domestic
Product growth. Further losses in the currency markets were
incurred from short positions in the U.S. dollar versus the Swiss
franc, euro, Australian dollar, and Singapore dollar as the U.S.
dollar reversed higher at the end of August. Smaller losses,
approximately 0.2%, were recorded in the agricultural complex from
short positions in coffee futures as prices increased during
August, hitting seven-year highs, on concerns of tight supplies
amid speculation of lower production and increased demand.
Elsewhere in the agricultural complex, short positions in corn
futures incurred losses as prices rose during July and August on
reports of low inventories and high demand amid an increase in
ethanol production.

<page> The Partnership recorded total trading results including
interest income totaling $329,486 and expenses totaling $187,731,
resulting in net income of $141,755 for the nine months ended
September 30, 2006. The Partnership?s net asset value per Unit
increased from $2,693.09 at December 31, 2005 to $2,769.43 at
September 30, 2006.

The most significant trading gains of approximately 10.7% were
experienced from long futures positions in base and precious
metals. Copper, aluminum, zinc, and nickel futures prices
strengthened throughout a majority of the year amid weak supplies,
forecasts for continued buying in China, and acceleration in
demand from Japan, Europe, and the U.S. Within the precious
metals markets, gold and silver futures prices moved higher on
persistent demand from foreign central banks. Additional gains of
approximately 1.7% were recorded in the global interest rate
sector, primarily during March and April, from short positions in
European and U.S. fixed-income futures. Rising equity prices and
strong economic growth pressured European fixed-income futures
prices lower, while U.S. fixed-income futures prices declined
following the release of stronger-than-expected economic data. A
portion of these gains for the first nine months of the year was
offset by losses of approximately 5.3% incurred 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
<page> energy sources in the future, reports of larger-than-
expected supplies from the International Energy Agency, and mild
weather in the U.S. Northeast. Additional losses were incurred in
the energy markets during May from long futures positions in crude
oil and its related products as prices fell on renewed optimism
that the standoff between Iran and the West could be resolved
diplomatically. In June, short futures positions in crude oil and
its related products incurred losses as prices reversed higher
amid reports from the U.S. Department of Energy showing lower-
than-expected levels of domestic gasoline inventories and fears of
supply disruptions in the Gulf of Mexico. Losses were also
incurred in the energy sector during the third quarter, primarily
during July, from long futures positions in crude oil and its
related products as prices moved lower after weaker-than-expected
U.S. economic data led investors to believe that energy demand
would be negatively affected. In the global stock index sector,
losses of approximately 1.8% were recorded from long positions in
U.S., European, and Hong Kong stock index futures as prices
declined during May due to inflation concerns and uncertainty
regarding future interest rate policy. Further losses in the
global stock index sector were incurred during June from short
positions in U.S. and Hong Kong stock index futures as prices
reversed higher on hopes of a pause in the U.S. interest rate
tightening campaign. Losses of approximately 1.8% were
experienced within the currency sector from long U.S. dollar
positions versus the Australian dollar and Japanese yen as the
<page> U.S. dollar?s value reversed lower during January on
expectations that the U.S. Federal Reserve?s interest rate
tightening campaign might soon come to an end. Also pressuring
the value of the U.S. dollar lower was speculation that several
major central banks would diversify some of their assets away from
the U.S. dollar. Further losses in the currency sector were
experienced during February from short U.S. dollar positions
relative to the Australian dollar and Japanese yen 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 would continue to increase. The value of the
Australian dollar also moved lower in the wake of a temporary
decline in gold prices. During June, long positions in the
Japanese yen versus the U.S. dollar recorded further losses as the
U.S. dollar reversed higher against most of its rivals amid
diplomatic developments made between the U.S. and Iran regarding
Iran?s nuclear research program, as well as the news of the
confirmed death of insurgent leader Abu Musab al-Zarqawi in Iraq.
Furthermore, the value of the U.S. dollar continued to move
higher in the days leading up to the U.S. Federal Reserve?s 17th
consecutive interest rate hike. Meanwhile, the value of the
Japanese yen declined during the first half of June relative to
the U.S. dollar after comments from Bank of Japan Governor
Toshihiko Fukui implied that the Bank of Japan would not raise
interest rates in the near-term, thus continuing Japan?s ?zero-
interest-rate policy?. Losses were also experienced during July
<page> and May from short positions in the British pound versus
the euro and U.S. dollar as the British pound strengthened on
solid housing and consumer-price data out of the United Kingdom.
During July, losses were recorded from long and short positions in
the U.S. dollar against the Australian dollar, Swiss franc, and
euro as the value of the U.S. dollar fluctuated amid uncertainty
regarding the future of the U.S. Federal Reserve?s interest rate
policy. Smaller losses of approximately 0.6% were incurred in the
agricultural complex during May from short positions in corn
futures as prices rose on news of strong demand and bullish export
data. Additional losses were incurred as prices continued to
increase during July and August on reports of low inventories and
as demand remained high amid an increase in ethanol production.
Elsewhere in the agricultural complex, losses were recorded
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. In addition,
losses were recorded in August from short positions in coffee
futures as prices increased on concerns of tight supplies amid
speculation of lower production and increased demand. Meanwhile,
losses were experienced from both long and short positions in
cocoa futures as prices moved without consistent direction
throughout a majority of the year amid conflicting news regarding
supply and demand.

For the Three and Nine Months Ended September 30, 2005
<page> 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.
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.
<page> 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. 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
<page> 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.

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
<page> 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 re-value 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. 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
<page> 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, 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
<page> 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 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
<page> 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.

Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Introduction
The Partnership is a commodity pool that prior to the termination
of trading on August 31, 2006, was engaged primarily in the
speculative trading of futures and forwards. The market-sensitive
instruments held by the Partnership were acquired for speculative
trading purposes only and, as a result, all or substantially all
of the Partnership?s assets were at risk of trading loss. Unlike
<page> an operating company, the risk of market-sensitive
instruments was 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, prior to
the termination of trading the Partnership was 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 face value of the market sector instruments held by the
Partnership was typically many times the applicable margin
requirements. Margin requirements generally range between 2% and
15% of contract face value. Additionally, the use of leverage
caused the face value of the market sector instruments held by the
<page> Partnership typically to be many times the total
capitalization of the Partnership.

Limited partners will not be liable for losses exceeding the
current net asset value of their investment.

As of the termination of trading within the Partnership, the
Partnership is no longer exposed to market risk.

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.

Prior to termination of trading on August 31, 2006, the
Partnership accounted 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.

<page> 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,
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.

<page> 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
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, 2006 and 2005.
The Partnership?s VaR at September 30, 2006 was zero for all
market categories because its open positions have been offset. At
September 30, 2006 and 2005, the Partnership?s total
capitalization was approximately $2 million and $5 million,
respectively.

<page>

Primary Market September 30, 2006 September 30, 2005
Risk Category Value at Risk Value at Risk
Equity - % (2.58)%
Interest Rate - (1.24)
Currency - (1.14)
Commodity - (0.67)
Aggregate Value at Risk - % (2.88)%

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.

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, 2005 through September 30, 2006.
Primary Market Risk Category High Low Average
Equity (0.93)% - % (0.35)%
Interest Rate (1.75) - (0.75)
Currency (0.53) - (0.34)
Commodity (1.13) - (0.65)
Aggregate Value at Risk (2.42)% - % (1.17)%
<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 September 30, 2005, and for the four quarter-
end reporting periods from October 1, 2005 through September 30,
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
At September 30, 2006, there was no non-trading risk exposure
because the Partnership did not have any foreign currency
balances.

The Partnership also maintains a substantial portion of its
available assets in cash at Morgan Stanley DW; as of September 30,
2006, such amount is equal to approximately 152% 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.
Prior to the termination of trading, 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, were subject to numerous uncertainties, contingencies,
and risks, any one of which could have caused 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
<page> price relationships, an influx of new market participants,
increased regulation, and many other factors could have resulted
in material losses, as well as in material changes to the risk
exposures and the risk management strategies of the Partnership.

As of the termination of trading within the Partnership on August
31, 2006, the Partnership is no longer exposed to trading risk.

Qualitative Disclosures Regarding Non-Trading Risk Exposure
At September 30, 2006, there was no non-trading risk exposure
because the Partnership did not have any foreign currency
balances.

Qualitative Disclosures Regarding Means of Managing Risk Exposure
Prior to the termination of trading on August 31, 2006, the
Partnership and the Trading Manager, separately, attempted to
manage the risk of the Partnership?s open positions in essentially
the same manner in all market categories traded. Demeter managed
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 established diversification guidelines, often set
in terms of the maximum margin to be committed to positions in any
one market sector or market-sensitive instrument.

<page> 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 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 and the Partnership?s Reports on Form
10-Q for the quarters ended March 31, 2006 and June 30, 2006.

Item 5. OTHER INFORMATION
Demeter withdrew from the Partnership effective October 31, 2006,
and thereafter commenced liquidation and dissolution of the
Partnership pursuant to the Partnership?s Limited Partnership
Agreement dated October 28, 1988. In connection with this
withdrawal, Demeter terminated trading within the Partnership
effective August 31, 2006. Following termination of trading
within the Partnership, all Partnership assets are paid interest
at the rate equal to the average yield on 13-week U.S. Treasury
bills, and all management fees and brokerage commissions on such
assets are waived.

Management. On September 22, 2006, the following individual was
elected as a Director of Demeter. Jacques Chappuis, age 37, is a
Director of Demeter, and will be a principal of Demeter, pending
<page> approval by and registration with the National Futures
Association. Mr. Chappuis is a Managing Director of Morgan
Stanley and Head of Alternative Investments for the Global Wealth
Management Group. Prior to joining Morgan Stanley in 2006, Mr.
Chappuis was Head of Alternative Investments for Citigroup?s
Global Wealth Management Group and prior to that a Managing
Director at Citigroup Alternative Investments. Before joining
Citigroup, Mr. Chappuis was a consultant at the Boston Consulting
Group, where he focused on the financial services sector, and a
corporate finance Associate at Bankers Trust Company. Mr.
Chappuis received a B.A. degree in finance from Tulane University
in 1991 and an MBA in finance, with honors, from the Columbia
University Graduate School of Business in 1998.

On November 6, 2006, Mr. Kevin Perry resigned his position as
Chief Financial Officer of Demeter effective November 7, 2006.

On November 7, 2006, the Board of Directors of Demeter appointed
Mr. Lee Horwitz as the Chief Financial Officer of Demeter. Lee
Horwitz, age 55, is the Chief Financial Officer of Demeter, and
will be a principal of Demeter, pending approval by and
registration with the National Futures Association. Mr. Horwitz
currently serves as an Executive Director and Controller within
the Global Wealth Management Group at Morgan Stanley. Mr.
Horwitz joined Morgan Stanley in March 1984 and has held a
variety of positions throughout Morgan Stanley?s organization
<page> during his tenure. Mr. Horwitz received a B.A. degree
from Queens College and an MBA from Rutgers University. Mr.
Horwitz is a Certified Public Accountant.

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, 2006 By:/s/Lee Horwitz
Lee Horwitz
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 ?