WITTER DEAN CORNERSTONE FUND II - 10-K Annual Report

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

FORM 10-K

[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 [No Fee Required]
For the year ended December 31, 2001 or

[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required]
For the transition period from ________________to___________________
Commission File Number 0-13298

DEAN WITTER CORNERSTONE FUND II

(Exact name of registrant as specified in its Limited Partnership Agreement)

NEW YORK 13-3212871
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

Demeter Management Corporation
c/o Managed Futures Department
825 Third Avenue, 8th Floor,
New York, NY 10022
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (201) 876-4647

Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange
Title of each class on which registered

None None

Securities registered pursuant to Section 12(g) of the Act:

Units of Limited Partnership Interest

(Title of Class)

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 if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (section 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment of this Form 10-K. [X]

State the aggregate market value of the Units of Limited Partnership Interest
held by non-affiliates of the registrant. The aggregate market value shall be
computed by reference to the price at which units were sold as of a specified
date within 60 days prior to the date of filing: $21,554,773 at January 31,
2002.

DOCUMENTS INCORPORATED BY REFERENCE
(See Page 1)

DEAN WITTER CORNERSTONE FUND II
INDEX TO ANNUAL REPORT ON FORM 10-K
DECEMBER 31, 2001

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the following documents are incorporated by reference
as follows:

Documents Incorporated Part of Form 10-K

Partnership's Prospectus dated
August 28, 1996, together with
the Supplement to the Prospectus
dated May 14, 1999 I

Annual Report to the Dean Witter
Cornerstone Funds II, III and IV
Limited Partners for the year
ended December 31, 2001 II, III and IV

PART I
Item 1. BUSINESS
(a) General Development of Business. Dean Witter Cornerstone Fund
II (the "Partnership") is a New York limited partnership organized
to engage in the speculative trading of futures contracts, options
on futures contracts and forward contracts on foreign currencies
and other commodity interests. The Partnership commenced
operations on January 2, 1985. The Partnership is one of the Dean
Witter Cornerstone Funds, comprised of the Partnership, Dean
Witter Cornerstone Fund III, and Dean Witter Cornerstone Fund IV.

The 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. Inc. ("MS & Co.") and Morgan Stanley & Co.
International Limited ("MSIL"). Demeter, Morgan Stanley DW, MS &
Co. and MSIL are wholly-owned subsidiaries of Morgan Stanley Dean
Witter & Co. ("MSDW"). The trading managers to the Partnership
are Northfield Trading L.P. and John W. Henry & Company, Inc.
(collectively, the "Trading Managers").

Effective April 2, 2001, Dean Witter Reynolds Inc. changed its
name to Morgan Stanley DW Inc.

The Partnership's net asset value per unit of limited partnership
interest ("Unit(s)") at December 31, 2001, was $4,360.39,
representing a decrease of 1.3 percent from the net asset value
per Unit of $4,419.13 at December 31, 2000. For a more detailed
description of the Partnership's business see subparagraph (c).

(b) Financial Information about Segments. For financial
information reporting purposes the Partnership is deemed to engage
in one industry segment, the speculative trading of futures,
forwards and options. The relevant financial information is
presented in Items 6 and 8.

(c) Narrative Description of Business. The Partnership is in the
business of speculative trading of futures, forwards and options
pursuant to trading instructions provided by the Trading Managers.
For a detailed description of the different facets of the
Partnership's business, see those portions of the Partnership's
prospectus, dated August 28, 1996, (the "Prospectus") together
with the supplement to the Prospectus dated May 14, 1999, (the
"Supplement") incorporated by reference in this Form 10-K, set
forth below.
Facets of Business
1. Summary 1. "Summary of the Prospectus"
(Pages 1-9 of the Prospectus
and Page S-19 of the
Supplement).
2. Commodities Market 2. "The Commodities Market"
(Pages 80-84 of the
Prospectus).

3. Partnership's Commodity 3. "Investment Program, Use
Trading Arrangements and of Proceeds and Trading
Policies Policies" (Pages 45-47
of the Prospectus) and
"The Trading Managers"
(Pages 51-74 of the
Prospectus and Pages
S-20 - S-32 of the
Supplement).

4. Management of the Part- 4. "The Cornerstone Funds"
nership (Pages 19-24 of the
Prospectus and Pages
S-2 - S-5 of the
Supplement). "The
General Partner"
(Pages 77-79 of the
Prospectus and Pages
S-32 - S-34 of the
Supplement) and "The
Commodity Brokers"
(Pages 79-80 of the
Prospectus and Pages
S-34 - S-36 of the
Supplement). "The
Limited Partnership
Agreements" (Pages 86-
90 of the Prospectus).

5. Taxation of the Partner- 5. "Material Federal Income
ship's Limited Partners Tax Considerations" and
"State and Local Income
Tax Aspects" (Pages 96-
99 of the Prospectus and
Page S-37 of the Supple-
ment).

(d) Financial Information about Geographic Ares

The Partnership has not engaged in any operations in foreign
countries; however, the Partnership (through the commodity
brokers) enters into forward contract transactions where foreign
banks are the contracting party and trades in futures, forwards
and options on foreign exchanges.

Item 2. PROPERTIES
The executive and administrative offices are located within the
offices of Morgan Stanley DW. The Morgan Stanley DW offices
utilized by the Partnership are located at 825 Third Avenue, 8th
Floor, New York, NY 10022.

Demeter changed its address from 2 World Trade Center, New York,
NY 10048.

Item 3. LEGAL PROCEEDINGS
In April 2001, the Appellate Division of New York State dismissed
the class action previously disclosed in the Partnership's Form
10-K for the year ended December 31, 2000. Because plaintiffs did
not exercise their right to appeal any further, this dismissal
constituted a final resolution of the case.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.

PART II

Item 5. MARKET FOR THE REGISTRANT'S PARTNERSHIP UNITS AND RELATED
SECURITY HOLDER MATTERS

(a) Market Information
There is no established public trading market for Units of the
Partnership.

(b) Holders
The number of holders of Units at December 31, 2001 was
approximately 1,908.

(c) Distributions
No distributions have been made by the Partnership since it
commenced trading operations on January 2, 1985. Demeter has sole
discretion to decide what distributions, if any, shall be made to
investors in the Partnership. Demeter currently does not intend
to make any distribution of Partnership profits.

(d) Use of Proceeds
The offering for the Partnership originally commenced on May 31,
1984. Effective September 30, 1994, the Partnership, Dean Witter
Cornerstone Fund III and Dean Witter Cornerstone Fund IV were
closed to new investors. Units were sold afterwards solely
through "Exchanges" between existing investors within the
Cornerstone Series at 100% of net asset value per Unit. Effective

with the April 30, 2000 monthly closing, the exchange privilege
among the Partnership, Cornerstone Fund III and Cornerstone Fund
IV ("Series Exchanges") was terminated. However, Limited Partners
retained the ability to execute exchanges out of a Cornerstone
fund into other funds outside the Cornerstone Series ("Non-Series
Exchanges"), subject to certain restrictions set forth in the
applicable limited partnership agreements. Morgan Stanley DW pays
all expenses in connection with the exchanging of Units without
reimbursement and therefore, 100% of the proceeds of Exchanges are
applied to working capital of the Partnership in accordance with
the "Investment Programs, Use of Proceeds and Trading Policies"
section of the Prospectus.

Through April 30, 2000, the Partnership sold 41,708.375 Units and
in aggregate the Cornerstone Funds had sold 235,440.601 Units.
The aggregate price of Units sold by the Partnership was
$65,662,599.

Item 6. SELECTED FINANCIAL DATA (in dollars)

Item 7. 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, forwards and options trading
accounts established for each Trading Manager, which assets are
used as margin to engage in trading. The assets are held in either
non-interest bearing bank accounts or in securities and
instruments permitted by the Commodity Futures Trading Commission
for investment of customer segregated or secured funds. The
Partnership's assets held by the commodity brokers may be used as
margin solely for the Partnership's trading. Since the
Partnership's sole purpose is to trade in futures, forwards and
options it is expected that the Partnership will continue to own
such liquid assets for margin purposes.

The Partnership's investment in futures, forwards and options 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 or options contract has increased
or decreased by an amount equal to the daily limit, positions in
that futures or options 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 or options 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.

The Partnership has never had illiquidity affect a material
portion of its assets.

Capital Resources. The Partnership does not have, nor expect to
have, any capital assets. Redemptions of Units in the future will
affect the amount of funds available for investment in futures,
forwards and options in subsequent periods. It is not possible to
estimate the amount and therefore the impact of future redemptions
of Units.

Results of Operations.
General. The Partnership's results depend on the Trading Managers
and the ability of the Trading Managers' trading programs to take
advantage of price movements or other profit opportunities in the
futures, forwards and options markets. The following presents a
summary of the Partnership's operations for the three years ended
December 31, 2001 and a general discussion of its trading
activities during each period. It is important to note, however,
that the Trading Managers trade 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 Managers
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 Managers' trading activities on
behalf of the Partnership and how the Partnership has performed in
the past.

At December 31, 2001, the Partnership's total capital was
$22,697,736, a decrease of $1,989,955 from the Partnership's total
capital of $24,687,691 at December 31, 2000. For the year ended
December 31, 2001, the Partnership generated a net loss of
$358,852 and total redemptions aggregated $1,631,103.

For the year ended December 31, 2001, the Partnership recorded
total trading revenues, including interest income, of $1,898,394
and after expenses, posted a decrease in net asset value per Unit.
The most significant losses of approximately 9.5% were recorded
in the energy markets throughout the first nine months of the
year from trading in crude oil futures and its related products
as a result of volatility in oil prices due to a continually
changing outlook for supply, production and demand. In the
metals markets, losses of approximately 1.1% were experienced
primarily from trading in silver futures. Additional losses were
incurred during October and November from long gold futures
positions as prices reversed lower on the heels of sharp gains in
the U.S. stock market. In the agricultural markets, losses of
approximately 1.0% were recorded primarily during July from
previously established short corn futures positions as prices
increased on forecasts for hotter and drier weather in the U.S.
midwest. Smaller losses of approximately 0.9% were experienced
in the soft commodities markets from short positions in sugar
futures as prices reversed higher on supply concerns. A portion
of the Partnership's overall losses was partially offset by gains
of approximately 8.8% recorded in the currency markets throughout
a majority of the fourth quarter from previously established
short positions in the South African rand as its value trended
lower relative to the U.S. dollar as investors targeted the
emerging market currency while global economic jitters persisted.

Additional profits of approximately 2.0% were recorded in the
global interest rate futures markets primarily during September
from long positions in U.S. interest rate futures as prices rose
following an interest rate cut by the U.S. Federal Reserve and as
investors sought a safe haven from declining stock prices. Total
expenses for the year were $2,257,246, resulting in a net loss of
$358,852. The net asset value of a Unit decreased from $4,419.13
at December 31, 2000 to $4,360.39 at December 31, 2001.

At December 31, 2000, the Partnership's total capital was
$24,687,691, a decrease of $2,021,290 from the Partnership's total
capital of $26,708,981 at December 31, 1999. For the year ended
December 31, 2000, the Partnership generated net income of
$2,490,547, total subscriptions aggregated $9,330 and total
redemptions aggregated $4,521,167.

For the year ended December 31, 2000, the Partnership recorded
total trading revenues, including interest income, of $4,963,877
and posted an increase in net asset value. The Partnership
recorded its most significant gains of approximately 4.8% in the
energy markets as long positions in both crude oil and its
refined products proved profitable despite the Clinton
Administration's release of 30 million barrels of oil from the
Strategic Petroleum Reserve in September. Additional gains of

approximately 1.2% resulted from long positions in natural gas
futures as prices skyrocketed to all-time highs during the fourth
quarter on cold winter weather across much of the U.S. and
continued concerns regarding supply. Gains of approximately 4.5%
were also experienced in the currency markets, primarily during
the fourth quarter. Long positions in the euro proved profitable
as the value of the European common currency climbed higher
versus the U.S. dollar, Japanese yen and British pound,
reflecting renewed skepticism regarding the prospects of the
U.S., Japanese and British economies relative to that of the
European economy. A portion of the Partnership's gains was
offset by losses of approximately 2.2% recorded in the metals
markets as erratic price activity resulted in the predominance of
trendless markets. Additional losses of approximately 1.3% were
experienced from trading cotton futures, particularly from long
positions held during the fourth quarter, as prices moved lower
on reports of a bearishly construed U.S. consumption report.
Total expenses for the year were $2,473,330, resulting in net
income of $2,490,547. The net asset value of a Unit increased
from $3,964.87 at December 31, 1999 to $4,419.13 at December 31,
2000.

At December 31, 1999, the Partnership's total capital was
$26,708,981, a decrease of $4,687,748 from the Partnership's total
capital of $31,396,729 at December 31, 1998. For the year ended

December 31, 1999, the Partnership generated a net loss of
$1,597,851, total subscriptions aggregated $10,614 and total
redemptions aggregated $3,100,511.

For the year ended December 31, 1999, the Partnership recorded
total trading revenues, including interest income, of $1,381,603
and after expenses, posted a decrease in net asset value per Unit.
Losses of approximately 7.19% resulted primarily from the lack of
sustained price trends and short-term volatility in global
interest rate futures particularly Japanese government bond
futures. Short positions in Japanese government bond futures
were particularly unprofitable during March as prices surged
higher in response to the Bank of Japan's aggressive easing of
monetary policy and again during September as prices rallied on
the strength of the Japanese yen and expectations of additional
monetary easing in that country. In the metals markets, losses
of approximately 5.84% were recorded primarily during the third
quarter from short positions in gold futures as gold prices
reversed sharply higher following the Bank of England's second
gold auction and an announcement by several European central
banks of their plans to restrict sales of their gold reserves for
five years. A portion of these losses was offset by profits of
approximately 8.09% recorded in the energy markets as the
Partnership's Managers were able to take advantage of price
trends in markets such as crude oil. Long futures positions in

crude oil proved profitable as oil prices trended higher from $12
a barrel in February to over $25 a barrel in November.
Additional gains of approximately 2.60% in the euro and 0.98% in
the Swiss franc were recorded primarily from short positions in
these currencies as their values weakened relative to the U.S.
dollar during the first six months of the year and again during
the fourth quarter. Additional profits of approximately 4.91%
were recorded from the Japanese yen, primarily long positions as
the value of the yen strengthened versus the U.S. dollar during
the latter half of 1999 on increased optimism regarding the
Japanese economy. Total expenses for the year were $2,979,454,
resulting in a net loss of $1,597,851. The net asset value of a
Unit decreased from $4,192.04 at December 31, 1998 to $3,964.87 at
December 31, 1999.

The Partnership's overall performance record represents varied
results of trading in different futures, forwards and options
markets. For a further description of 2001 trading results, refer
to the letter to the Limited Partners in the accompanying Annual
Report to Limited Partners for the year ended December 31, 2001,
which is incorporated by reference to Exhibit 13.01 of this Form
10-K. The Partnership's gains and losses are allocated among its
partners for income tax purposes.

Credit Risk.
Financial Instruments. The Partnership is a party to financial
instruments with elements of off-balance sheet market and credit
risk. The Partnership may trade futures, forwards and options in
stock indices, financial instruments, agricultural commodities,
energy products, foreign currencies, precious and base metals,
and soft commodities. In entering into these contracts, the
Partnership is subject to the market risk that such contracts may
be significantly influenced by market conditions, such as
interest rate volatility, resulting in such contracts being less
valuable. If the markets should move against all of the positions
held by the Partnership at the same time, and if the Trading
Managers were unable to offset positions of the Partnership, the
Partnership could lose all of its assets and investors would
realize a 100% loss.

In addition to the Trading Managers' internal controls, the
Trading Managers must comply with the trading policies of the
Partnership. These trading policies include standards for
liquidity and leverage with which the Partnership must comply.
The Trading Managers and Demeter monitor the Partnership's
trading activities to ensure compliance with the trading
policies. Demeter may require the Trading Managers to modify

positions of the Partnership if Demeter believes they violate the
Partnership's trading policies.

In addition to market risk, in entering into futures, forwards
and options contracts there is a credit risk to the Partnership
that the counterparty on a contract will not be able to meet its
obligations to the Partnership. The ultimate counterparty or
guarantor of the Partnership for futures contracts traded in the
United States and the foreign exchanges on which the Partnership
trades is the clearinghouse associated with such exchange. In
general, a clearinghouse is backed by the membership of the
exchange and will act in the event of non-performance by one of
its members or one of its member's customers, which should
significantly reduce this credit risk. For example, a
clearinghouse may cover a default by drawing upon a defaulting
member's mandatory contributions and/or non-defaulting members'
contributions to a clearinghouse guarantee fund, established
lines or letters of credit with banks, and/or the clearinghouse's
surplus capital and other available assets of the exchange and
clearinghouse, or assessing its members. In cases where the
Partnership trades off-exchange forward contracts with a
counterparty, the sole recourse of the Partnership will be the
forward contracts counterparty.

There is no assurance that a clearinghouse or exchange will meet
its obligations to the Partnership, and Demeter and the commodity

brokers will not indemnify the Partnership against a default by
such parties. Further, the law is unclear as to whether a
commodity broker has any obligation to protect its customers from
loss in the event of an exchange or clearinghouse defaulting on
trades effected for the broker's customers. Any such obligation
on the part of a broker appears even less clear where the default
occurs in a non-U.S. jurisdiction.

Demeter deals with these credit risks of the Partnership in
several ways. First, it monitors the Partnership's credit
exposure to each exchange on a daily basis, calculating not only
the amount of margin required for it but also the amount of its
unrealized gains at each exchange, if any. The commodity brokers
inform the Partnership, as with all their customers, of its net
margin requirements for all its existing open positions, but do
not break that net figure down, exchange by exchange. Demeter,
however, has installed a system which permits it to monitor the
Partnership's potential margin liability, exchange by exchange.
As a result, Demeter is able to monitor the Partnership's
potential net credit exposure to each exchange by adding the
unrealized trading gains on that exchange, if any, to the
Partnership's margin liability thereon.

Second, the Partnership's trading policies limit the amount of
its net assets that can be committed at any given time to futures

contracts and require, in addition, a minimum amount of
diversification in the Partnership's trading, usually over several
different products. One of the aims of such trading policies has
been to reduce the credit exposure of the Partnership to a single
exchange and, historically, the Partnership's exposure to any one
exchange has typically amounted to only a small percentage of its
total net assets. On those relatively few occasions where the
Partnership's credit exposure may climb above that level, Demeter
deals with the situation on a case by case basis, carefully
weighing whether the increased level of credit exposure remains
appropriate. Material changes to the trading policies may be made
only with the prior written approval of the Limited Partners
owning more than 50% of Units then outstanding.

Third, with respect to forward contract trading, the Partnership
trades with only those counterparties which Demeter, together
with Morgan Stanley DW, have determined to be creditworthy. The
Partnership presently deals with MS & Co. as the sole
counterparty on forward contracts.

Inflation has not been a major factor in the Partnership's
operations.

See "Financial Instruments" under Notes to Financial Statements
in the Partnership's Annual Report to Limited Partners for the

year ended December 31, 2001, which is incorporated by reference
to Exhibit 13.01 of this Form 10-K.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK

Introduction
The Partnership is a commodity pool engaged primarily in the
speculative trading of futures, forwards and options. 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 central, not incidental, to the
Partnership's main business activities.

The futures, forwards and options 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. Fluctuations in market risk based
upon these factors result in frequent changes in the fair value
of the Partnership's open positions, and, consequently, in its
earnings and cash flow.

The Partnership's total market risk is influenced by a wide
variety of factors, including the diversification among the
Partnership's open positions, the volatility present within the
markets, and the liquidity of the markets. At different times,
each of these factors may act to increase or decrease the market
risk associated with the Partnership.

The Partnership's past performance is not necessarily indicative
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 may
cause future losses and volatility (i.e. "risk of ruin") that far
exceed the Partnership's experiences to date or any reasonable
expectations based upon historical changes in market value.

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, whether realized or unrealized, and its
cash flow. Profits and losses on open positions of exchange-
traded futures, forwards and options are settled daily through
variation margin.

The Partnership's risk exposure in the market sectors traded by
the Trading Managers is estimated below in terms of Value at Risk
("VaR"). The VaR model used by the Partnership includes many
variables that could change the market value of the Partnership's
trading portfolio. The Partnership estimates VaR using a model
based upon historical simulation with a confidence level of 99%.
Historical simulation involves constructing a distribution of
hypothetical daily changes in the value of a trading portfolio.
The VaR model takes into account linear exposures to price and
interest rate risk. Market risks that are incorporated in the
VaR model include 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 historical observation period of the
Partnership's VaR is approximately four years. 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.

VaR models, including the Partnership's, are continuously
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 Managers in their daily risk management
activities.

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 December 31, 2001 and 2000.
At December 31, 2001 and 2000, the Partnership's total
capitalization was approximately $23 million and $25 million,
respectively.

Primary Market December 31, 2001 December 31, 2000
Risk Category Value at Risk Value at Risk

Currency (2.22)% (1.86)%
Interest Rate (0.64) (1.98)
Equity (0.50) (0.39)
Commodity (0.64) (0.78)
Aggregate Value at Risk (3.02)% (3.06)%

Aggregate Value at Risk represents the aggregate VaR of all the
Partnership's open positions and not the sum of the VaR of the
individual market categories listed above. Aggregate VaR will be
lower as it takes into account correlation among different
positions and categories.

The table above represents the VaR of the Partnership's open
positions at December 31, 2001 and 2000 only and is not
necessarily representative of either the historic or future risk
of an investment in the Partnership. Because the Partnership's
only business is the speculative trading of futures, forwards and
options, the composition of its trading portfolio can change
significantly over any given time period, or even within a single
trading day. Any changes in open positions could positively or
negatively materially impact market risk as measured by VaR.

The table below supplements the December 31, 2001 VaR by
presenting the Partnership's high, low and average VaR, as a
percentage of total net assets for the four quarterly reporting
periods from January 1, 2001 through December 31, 2001.

Primary Market Risk Category High Low Average
Currency (2.60)% (1.91)% (2.27)%
Interest Rate (1.37) (0.64) (0.96)
Equity (0.50) (0.39) (0.45)
Commodity (1.08) (0.62) (0.78)
Aggregate Value at Risk (3.02)% (2.36)% (2.72)%
- - 25 -
Limitations on Value at Risk as an Assessment of Market Risk

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 value of the
Partnership's open positions thus creates a "risk of ruin" not
usually found in other investments. The relative size of the
positions held may cause the Partnership to incur losses greatly
in excess of VaR within a short period of time, given the effects
of the leverage employed and market volatility. The VaR tables
above, as well as the past performance of the Partnership, give
no indication of such "risk of ruin". In addition, VaR risk
measures should be viewed in light of the methodology's
limitations, which include 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 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.

The VaR tables above present the results of the Partnership's VaR
for each of the Partnership's market risk exposures and on an
aggregate basis at December 31, 2001 and 2000, and for the end of
the four quarterly reporting periods during calendar year 2001.
Since VaR is based on historical data, VaR should not be viewed
as predictive of 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 not needed for margin. These balances and any market
risk they may represent are immaterial.

At December 31, 2001, the Partnership's cash balance at Morgan
Stanley DW was approximately 88% of its total net asset value. A
decline in short-term interest rates will result in a decline in
the Partnership's cash management income. This cash flow risk is
not considered to be material.

Materiality, as used throughout this section, is based on an
assessment of reasonably possible market movements and any
associated potential losses taking into account the leverage,
optionality and multiplier features of the Partnership's market-
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 Managers 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 expro-
priations, illiquid markets, the emergence of dominant
fundamental factors, political upheavals, changes in historical
price relationships, an influx of new market participants,
increased regulation and many other factors could result in
material losses as well as in material changes to the risk
exposures and the risk management strategies of the Partnership.
Investors must be prepared to lose all or substantially all of
their investment in the Partnership.

The following were the primary trading risk exposures of the
Partnership at December 31, 2001, by market sector. It may be
anticipated, however, that these market exposures will vary
materially over time.

Currency. The primary market exposure of the Partnership at
December 31, 2001 was to the currency sector. The Partnership's
currency exposure is to exchange rate fluctuations, primarily
fluctuations which disrupt the historical pricing relationships

between different currencies and currency pairs. Interest rate
changes as well as political and general economic conditions
influence these fluctuations. At December 31, 2001, the
Partnership's major exposures were to outright U.S. dollar
positions. Outright positions consist of the U.S. dollar vs.
other currencies. These other currencies include major and minor
- - 29 -
currencies. Demeter does not anticipate that the risk profile of
the Partnership's currency sector will change significantly in
the future. The currency trading VaR figure includes foreign
margin amounts converted into U.S. dollars with an incremental
adjustment to reflect the exchange rate risk inherent to the
dollar-based Partnership in expressing VaR in a functional
currency other than dollars.

Interest Rate. The second largest market exposure at December
31, 2001 was to the global interest rate complex. Exposure was
primarily spread across the German, U.S. and Japanese 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 United States and the other G-7 countries.

The G-7 countries consist of France, U.S., Britain, Germany,
Japan, Italy and Canada. However, the Partnership also takes
futures positions in the government debt of smaller nations -
e.g. Australia. Demeter anticipates that G-7 and Australian
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 Partnership's primary equity exposure at December
31, 2001 was to equity price risk in the G-7 countries. The
stock index futures traded by the Partnership are by law limited
to futures on broadly-based indices. At December 31, 2001, the
Partnership's primary exposures were to the NASDAQ (U.S.), Hang
Seng (China) and DAX (Germany) stock indices. The Partnership is
primarily exposed to the risk of adverse price trends or static
markets in the U.S., European and Japanese indices. Static
markets would not cause major market changes but would make it
difficult for the Partnership to avoid being "whipsawed" into
numerous small losses.

Commodity.
Energy. At December 31, 2001, the Partnership's energy
exposure was shared primarily by futures contracts in crude
oil and related products, and in the natural gas markets.

Price movements in these markets result from political
developments in the Middle East, weather patterns and other
economic fundamentals. It is possible that volatility will
remain high. Significant profits and losses, which have
been experienced in the past, are expected to continue to be
experienced in these markets. Natural gas has exhibited
volatility in prices resulting from weather patterns and
supply and demand factors and may continue in this choppy
pattern.

Soft Commodities and Agriculturals. At December 31,
2001, the Partnership had exposure to the markets that
comprise these sectors, mostly to the sugar, corn and
soybean meal markets. Supply and demand inequalities,
severe weather disruptions and market expectations affect
price movements in these markets.

Metals. The Partnership's metals exposure at December 31,
2001 was to fluctuations in the price of precious metals,
such as gold and silver, and base metals, such as copper.
Economic forces, supply and demand inequalities, geo-
political factors and market expectations influence price
movement in these markets. The Trading Managers have, from
time to time, taken positions when market opportunities
develop. Demeter anticipates that the Partnership will

continue to be exposed to the precious and base metals
markets.

Qualitative Disclosures Regarding Non-Trading Risk Exposure
The following was the only non-trading risk exposure of the
Partnership at December 31, 2001:

Foreign Currency Balances. The Partnership's primary
foreign currency balances at December 31, 2001 were in Hong
Kong dollars, Japanese yen and euros. The Partnership
controls the non-trading risk of these balances by regularly
converting them back into U.S. dollars upon liquidation of
their respective positions.

Qualitative Disclosures Regarding Means of Managing Risk Exposure
The Partnership and the Trading Managers, 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 Trading Managers, each of
whose strategies focus on different market sectors and trading
approaches, and monitoring the performance of the Trading
Managers daily. In addition, the Trading Managers establish
diversification guidelines, often set in terms of the maximum
margin to be committed to positions in any one market section 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 Managers.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Financial Statements are incorporated by reference to the
Partnership's Annual Report which is filed as Exhibit 13.01
hereto.

Supplementary data specified by Item 302 of Regulation S-K:

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

None.

PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

There are no directors or executive officers of the Partnership.
The Partnership is managed by Demeter.

Directors and Officers of the General Partner
The directors and officers of Demeter are as follows:

Robert E. Murray, age 41, is the Executive Director of Morgan
Stanley DW's Managed Futures Department, a leading commodity pool
operator with approximately $1.4 billion in assets across a
variety of U.S. and international public and private managed
futures funds. In this capacity, Mr. Murray is responsible for
overseeing all aspects of Morgan Stanley DW's Managed Futures
Department. Mr. Murray began at Dean Witter in 1984 and has been
closely involved in the growth of managed futures at the firm
over the last 17 years. He is also the Chairman and President of
Morgan Stanley Futures & Currency Management Inc. ("MSFCM")
(formerly known as Dean Witter Futures & Currency Management
Inc.), Morgan Stanley's internal commodity trading advisor, and
is Chairman and President of Demeter Management Corporation, the
entity which acts as a general partner for Morgan Stanley DW's
managed futures funds. Mr. Murray has served as the Vice
Chairman and a Director of the Board of the Managed Futures

Association and is currently a member of the Board of Directors
of the National Futures Association. Mr. Murray received a
Bachelors Degree in Finance from Geneseo State University in
1983.

Mitchell M. Merin, age 48, is a Director of Demeter. Mr. Merin
is also a Director of MSFCM. Mr. Merin was appointed the Chief
Operating Officer of Individual Asset Management for MSDW in
December 1998 and the President and Chief Executive Officer of
Morgan Stanley Dean Witter Advisors in February 1998. He has
been an Executive Vice President of Morgan Stanley DW since 1990,
during which time he has been Director of Morgan Stanley DW's
Taxable Fixed Income and Futures divisions, Managing Director in
Corporate Finance and Corporate Treasurer. Mr. Merin received
his Bachelors degree from Trinity College in Connecticut and his
M.B.A. degree in Finance and Accounting from the Kellogg Graduate
School of Management of Northwestern University in 1977.

Joseph G. Siniscalchi, age 56, is a Director of Demeter. Mr.
Siniscalchi joined Morgan Stanley DW in July 1984 as a First Vice
President, Director of General Accounting and served as a Senior
Vice President and Controller for Morgan Stanley DW's Securities
Division through 1997. He is currently Managing Director,
responsible for the Client Support Service Division of Morgan
Stanley DW. From February 1980 to July 1984, Mr. Siniscalchi was
Director of Internal Audit at Lehman Brothers Kuhn Loeb, Inc.

Edward C. Oelsner, III, age 60, is a Director of Demeter. Mr.
Oelsner is currently an Executive Vice President and head of the
Product Development Group at Morgan Stanley Dean Witter Advisors,
an affiliate of Morgan Stanley DW. Mr. Oelsner joined Morgan
Stanley DW in 1981 as a Managing Director in Morgan Stanley DW's
Investment Banking Department specializing in coverage of
regulated industries and, subsequently, served as head of the
Morgan Stanley DW Retail Products Group. Prior to joining Morgan
Stanley DW, Mr. Oelsner held positions at The First Boston
Corporation as a member of the Research and Investment Banking
Departments from 1967 to 1981. Mr. Oelsner received his M.B.A.
in Finance from the Columbia University Graduate School of
Business in 1966 and an A.B. in Politics from Princeton
University in 1964.

Richard A. Beech, age 50, is a Director of Demeter. Mr. Beech
has been associated with the futures industry for over 24 years.
He has been at Morgan Stanley DW since August 1984 where he is
presently an Executive Director and head of Branch Futures. Mr.
Beech began his career at the Chicago Mercantile Exchange, where
he became the Chief Agricultural Economist doing market analysis,
marketing and compliance. Prior to joining Morgan Stanley DW,
Mr. Beech also had worked at two investment banking firms in
operations, research, managed futures and sales management.

Raymond A. Harris, age 45, is currently Managing Director in
Asset Management Services. He previously served as CAO of Morgan
Stanley Dean Witter Asset Management. From July 1982 to July
1994, Mr. Harris served in financial, administrative and other
assignments at Dean Witter Reynolds, Inc. and Dean Witter,
Discover & Co. From August 1994 to January 1999, he worked in
Discover Financial Services and the firm's Credit Service
business units. Mr. Harris has been with Morgan Stanley Dean
Witter & Co. and its affiliates since July 1982. He has a B.A.
degree from Boston College and an M.B.A. in finance from the
University of Chicago.

Anthony J. DeLuca, age 39, became a Director of Demeter on
September 14, 2000. Mr. DeLuca is also a Director of MSFCM. Mr.
DeLuca was appointed the Controller of Asset Management for MSDW
in June 1999. Prior to that, Mr. DeLuca was a partner at the
accounting firm of Ernst & Young LLP, where he had MSDW as a
major client. Mr. DeLuca had worked continuously at Ernst &
Young LLP ever since 1984, after he graduated from Pace
University with a B.B.A. degree in Accounting.

Raymond E. Koch, age 46, is Chief Financial Officer of Demeter.
Mr. Koch began his career at MSDW in 1988, has overseen the
Managed Futures Accounting function since 1992, and is currently
an Executive Director in Investment Management Controllers. From

November 1979 to June 1988, Mr. Koch held various positions at
Thomson McKinnon Securities, Inc. culminating as Manager, Special
Projects in the Capital Markets Division. From August 1977 to
November 1979 he was an auditor, specializing in financial
services at Deloitte Haskins & Sells. Mr. Koch received his
B.B.A. in accounting from Iona College in 1977, an M.B.A. in
finance from Pace University in 1984 and is a Certified Public
Accountant.

All of the foregoing directors have indefinite terms.

Item 11. EXECUTIVE COMPENSATION
The Partnership has no directors and executive officers. As a
limited partnership, the business of the Partnership is managed by
Demeter, which is responsible for the administration of the
business affairs of the Partnership but receives no compensation
for such services.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

(a) Security Ownership of Certain Beneficial Owners - At December
31, 2001, there were no persons known to be beneficial owners of
more than 5 percent of the Units.

(b) Security Ownership of Management - At December 31, 2001,
Demeter owned 117.400 Units of General Partnership Interest
representing a 2.26 percent interest in the Partnership.

(c) Changes in Control - None

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Refer to Note 2 - "Related Party Transactions" of "Notes to
Financial Statements", in the accompanying Annual Report to
Limited Partners for the year ended December 31, 2001, which is
incorporated by reference to Exhibit 13.01 of this Form 10-K. In
its capacity as the Partnership's retail commodity broker, Morgan
Stanley DW received commodity brokerage commissions (paid and
accrued by the Partnership) of $1,279,146 for the year ended
December 31, 2001.

PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K

(a) 1. Listing of Financial Statements
The following financial statements and report of independent
auditors, all appearing in the accompanying Annual Report to
Limited Partners for the year ended December 31, 2001 are
incorporated by reference to Exhibit 13.01 of this Form 10-K:
- - Report of Deloitte & Touche LLP, independent auditors, for
the years ended December 31, 2001, 2000 and 1999.

- - Statements of Financial Condition as of December 31, 2001 and
2000.

- - Schedule of Investments as of December 31, 2001.

- - Statements of Operations, Changes in Partners' Capital, and
Cash Flows for the years ended December 31, 2001, 2000 and
1999.

- - Notes to Financial Statements.
With the exception of the aforementioned information and the
information incorporated in Items 7, 8, and 13, the Annual Report
to Limited Partners for the year ended December 31, 2001 is not
deemed to be filed with this report.
2. Listing of Financial Statement Schedules
No financial statement schedules are required to be filed with
this report.

(b) Reports on Form 8-K
During the quarter/year ended December 31, 2001, the following
Forms 8-K were filed by the Partnership:

On January 3, 2001, the Partnership filed the Current Report on
Form 8-K for the purpose of reporting, under Item 5, the amendment
to the Partnership's management agreements with each of the
Trading Managers under which the monthly management fee rate paid
by the Partnership to the Trading Managers was reduced.

On November 13, 2001, the Partnership filed the Current Report on
Form 8-K for the purpose of reporting, under Item 5, the
relocation of offices of the Partnership and Demeter; the transfer
of futures and options clearing of the Partnership to MS & Co.;
and the replacement by MS & Co. as counterparty on all foreign
currency forward contracts for the Partnership.

(c) Exhibits
Refer to Exhibit Index on Page E-1 to E-2.

SIGNATURES

Pursuant to the requirements of Sections 13 or 15(d) 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 CORNERSTONE FUND II
(Registrant)

BY: Demeter Management Corporation,
General Partner

March 28, 2002 BY: /s/ Robert E. Murray
Robert E. Murray, Director,
Chairman of the Board and
President

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

Demeter Management Corporation.

BY: /s/ Robert E. Murray March 28, 2002
Robert E. Murray, Director,
Chairman of the Board and
President

/s/ Mitchell M. Merin March 28, 2002
Mitchell M. Merin, Director

/s/ Joseph G. Siniscalchi March 28, 2002
Joseph G. Siniscalchi, Director

/s/ Edward C. Oelsner III March 28, 2002
Edward C. Oelsner III, Director

/s/ Richard A. Beech March 28, 2002
Richard A. Beech, Director

/s/ Raymond A. Harris March 28, 2002
Raymond A. Harris, Director

/s/ Anthony J. DeLuca March 28, 2002
Anthony J. DeLuca, Director

/s/ Raymond E. Koch _ March 28, 2002
Raymond E. Koch, Chief
Financial Officer and Principal
Accounting Officer

EXHIBIT INDEX

ITEM
3.01 Limited Partnership Agreement of the Partnership,
dated as of December 7, 1983, as amended as of May
11, 1984, is incorporated by reference to Exhibit
3.01 of the Partnership's Annual Report on Form 10-K
for the fiscal year ended September 30, 1984 (File
No. 0-13298).
10.01 Management Agreement among the Partnership, Demeter
and John W. Henry & Company, Inc. dated November 15,
1983, is incorporated by reference to Exhibit 10.03
of the Partnership's Annual Report on Form 10-K for
the fiscal year ended September 30, 1984 (File No. 0-
13298).
10.02 Dean Witter Cornerstone Funds Exchange Agreement,
dated as of May 31, 1984, is incorporated by
reference to Exhibit 10.04 of the Partnership's
Annual Report on Form 10-K for the fiscal year ended
September 30, 1984 (File No. 0-13298).
10.03 Management Agreement among the Partnership, Demeter
and Northfield Trading L.P., dated as of April 16,
1997, is incorporated by reference to Exhibit 10.03
of the Partnership's Annual Report on Form 10-K for
the fiscal year ended December 31, 1997 (File No. 0-
13298).
10.04 Amended and Restated Customer Agreement between the
Partnership and Morgan Stanley DW Inc., dated as of
June 22, 2000, is incorporated by reference to
Exhibit 10.01 of the Partnership's Form 8-K (File No.
0-13298) filed with the Securities and Exchange
Commission on November 13, 2001.
10.05 Commodity Futures Customer Agreement between Morgan
Stanley & Co. Incorporated and the Partnership, and
acknowledged and agreed to by Morgan Stanley DW Inc.,
dated as of May 1, 2000, is incorporated by reference
to Exhibit 10.02 of the Partnership's Form 8-K (File
No. 0-13298) filed with the Securities and Exchange
Commission on November 13, 2001.

10.06 Customer Agreement between the Partnership and
Morgan Stanley & Co. International Limited, dated
as of May 1, 2000, is incorporated by reference to
Exhibit 10.04 of the Partnership's Form 8-K (File
No. 0-13298) filed with the Securities and
Exchange Commission on November 13, 2001.

10.07 Foreign Exchange and Options Master Agreement
between Morgan Stanley & Co. Incorporated and the
Partnership, dated as of April 30, 2000, is
incorporated by reference to Exhibit 10.05 of the
Partnership's Form 8-K (File No. 0-13298) filed
with the Securities and Exchange Commission on
November 13, 2001.

10.08 Amendment to Management Agreement between the
Partnership and John W. Henry & Company, Inc.,
dated as of November 30, 2000, is incorporated by
reference to Exhibit 10.1 of the Partnership's
Form 8-K (File No. 0-13298) filed with the
Securities and Exchange Commission on January 3,
2001.

10.09 Amendment to Management Agreement between the
Partnership and Northfield Trading L.P., dated as
of November 30, 2000, is incorporated by reference
to Exhibit 10.2 of the Partnership's Form 8-K
(File No. 0-13298) filed with the Securities and
Exchange Commission on January 3, 2001.

10.10 Securities Account Control Agreement among the
Partnership, Morgan Stanley & Co. Incorporated,
and Morgan Stanley DW Inc., dated as of May 1,
2000, is incorporated by reference to Exhibit
10.03 of the Partnership's Form 8-K (File No. 0-
13298) filed with the Securities and Exchange
Commission on November 13, 2001.

13.01Annual Report to Limited Partners for the year
ended December 31, 2001 is filed herewith.

Cornerstone
Funds

December 31, 2001
Annual Report

[LOGO] Morgan Stanley

Dean Witter Cornerstone Funds

Historical Fund Performance

Presented below is the percentage change in Net Asset Value per Unit from the
start of each calendar year each Fund has traded. Also provided is the
inception-to-date return and the annualized return since inception for each
Fund. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

CORNERSTONE FUND II
Year Return Year Return
- ---- ------ ---- ------

1985 20.1% 1993 7.8%
1986 -17.5% 1994 -8.9%
1987 71.6% 1995 26.5%
1988 0.1% 1996 11.5%
1989 -15.1% 1997 18.0%
1990 47.9% 1998 12.5%
1991 11.0% 1999 -5.4%
1992 -1.3% 2000 11.5%
2001 -1.3%
Inception-to-Date Return: 347.2%
Annualized Return: 9.2%
- --------------------------------------------
CORNERSTONE FUND III
Year Return Year Return
- ---- ------ ---- ------
1985 54.6% 1993 -4.8%
1986 -8.0% 1994 -10.0%
1987 32.5% 1995 27.5%
1988 19.4% 1996 8.2%
1989 -11.4% 1997 10.2%
1990 18.8% 1998 9.1%
1991 12.0% 1999 -6.8%
1992 -11.1% 2000 -0.3%
2001 0.3%
Inception-to-Date Return: 212.4%
Annualized Return: 6.9%
- --------------------------------------------
CORNERSTONE FUND IV
Year Return Year Return
- ---- ------ ---- ------
1987 (8 mos.) 10.6% 1994 -14.3%
1988 37.5% 1995 23.0%
1989 -14.1% 1996 13.0%
1990 57.8% 1997 38.4%
1991 33.5% 1998 6.7%
1992 10.4% 1999 -1.1%
1993 -9.1% 2000 14.7%
2001 15.9%
Inception-to-Date Return: 538.9%
Annualized Return: 13.5%

Demeter Management Corporation
c/o Managed Futures Department,
825 Third Avenue, 8th Floor,
New York, NY 10022
Telephone (201) 876-4647

Dean Witter Cornerstone Funds
Annual Report
2001

Dear Limited Partner:

This marks the seventeenth annual report for Cornerstone Funds II and III and
the fifteenth for Cornerstone Fund IV. The Net Asset Value per Unit for each of
the three Cornerstone Funds on December 31, 2001 was as follows:

% Change
Funds N.A.V. for 2001
----- --------- --------

Cornerstone Fund II $4,360.39 -1.3%
Cornerstone Fund III $3,045.84 0.3%
Cornerstone Fund IV $6,228.94 15.9%

Cornerstone Fund II

During the year, the Fund posted a loss in Net Asset Value per Unit. The most
significant losses were recorded in the energy markets throughout the first
nine months of the year from trading in crude oil futures and its related
products as a result of volatility in oil prices due to a continually changing
outlook for supply, production and demand. Additional losses were incurred
during October and November from long gold futures positions as prices reversed
lower on the heels of sharp gains in the U.S. stock market. A portion of the
Fund's overall losses was partially offset by gains recorded primarily in the
currency markets throughout a majority of the fourth quarter from previously
established short positions in the South African rand as its value trended
lower relative to the U.S. dollar on global economic jitters.

Cornerstone Fund III

During the year, the Fund posted a gain in Net Asset Value per Unit. The most
significant gains were recorded in the global interest rate futures markets
primarily during the third quarter from long positions in U.S. interest rate
futures as prices trended higher on

interest rate cuts by the U.S. Federal Reserve. In the global stock index
futures markets, gains were recorded primarily during September from previously
established short positions in S&P 500 Index futures as equity prices moved
sharply lower amid worries regarding global economic uncertainty. A majority of
the Fund's overall gains was offset primarily by losses recorded throughout a
majority of the fourth quarter in the energy markets from volatile price
movement in natural gas futures as a result of a continually changing outlook
for supply, production and demand.

Cornerstone Fund IV

During the year, the Fund recorded an increase in Net Asset Value per Unit. The
most significant gains were recorded primarily in the South African rand from
previously established short positions in September, November and December as
its value trended lower relative to the U.S. dollar on global economic jitters
and emerging market concerns following Argentina's debt default. Profits were
recorded from previously established short positions in the Japanese yen early
in the year and again in December as the value of the yen weakened relative to
the U.S. dollar on continuing concerns for the Japanese economy. A portion of
the Fund's overall gains was partially offset by losses recorded in the British
pound primarily during May and early June from previously established long
positions as its value reversed lower relative to the U.S. dollar in reaction
to reports that British Prime Minister Blair would push for Great Britain's
entry into the European Monetary Union.

Should you have any questions concerning this report, please feel free to
contact Demeter Management Corporation, c/o Managed Futures Department,
825 Third Avenue, 8th Floor, New York, NY 10022 or your Morgan Stanley
Financial Advisor.

I hereby affirm, that to the best of my knowledge and belief, the information
contained in this report is accurate and complete. Past performance is not a
guarantee of future results.

Sincerely,

/s/ Robert E. Murray
Robert E. Murray
Chairman
Demeter Management Corporation
General Partner

Dean Witter Cornerstone Funds

Independent Auditors' Report

The Limited Partners and the General Partner of
Dean Witter Cornerstone Fund II
Dean Witter Cornerstone Fund III
Dean Witter Cornerstone Fund IV:

We have audited the accompanying statements of financial condition of Dean
Witter Cornerstone Fund II, Dean Witter Cornerstone Fund III and Dean Witter
Cornerstone Fund IV (collectively, the "Partnerships") as of December 31, 2001
and 2000, including the schedules of investments as of December 31, 2001, and
the related statements of operations, changes in partners' capital, and cash
flows for each of the three years in the period ended December 31, 2001. These
financial statements are the responsibility of the Partnerships' management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of Dean Witter Cornerstone Fund II, Dean
Witter Cornerstone Fund III and Dean Witter Cornerstone Fund IV at December 31,
2001 and 2000 and the results of their operations and their cash flows for each
of the three years in the period ended December 31, 2001 in conformity with
accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP
New York, New York
February 15, 2002
(February 27, 2002 as to Note 7)

Dean Witter Cornerstone Fund II

Statements of Financial Condition

December 31,
----------------------
2001 2000
---------- ----------
$ $

ASSETS
Equity in futures interests trading
accounts:
Cash 21,315,776 21,768,271
Net unrealized gain on open contracts (MS&Co.) 1,675,664 3,293,534
Net unrealized loss on open contracts (MSIL) (136,148) (25,956)
---------- ----------
Total net unrealized gain on open contracts 1,539,516 3,267,578
---------- ----------
Total Trading Equity 22,855,292 25,035,849
Due from Morgan Stanley DW 53,920 21,318
Interest receivable (Morgan Stanley DW) 25,562 92,590
---------- ----------
Total Assets 22,934,774 25,149,757
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Redemptions payable 121,671 361,946
Accrued management fees 66,751 73,275
Accrued administrative expenses 48,616 26,845
---------- ----------
Total Liabilities 237,038 462,066
---------- ----------
PARTNERS' CAPITAL
Limited Partners (5,088.041 and 5,469.148
Units, respectively) 22,185,827 24,168,885
General Partner (117.400 Units) 511,909 518,806
---------- ----------
Total Partners' Capital 22,697,736 24,687,691
---------- ----------
Total Liabilities and
Partners' Capital 22,934,774 25,149,757
========== ==========
NET ASSET VALUE PER UNIT 4,360.39 4,419.13
========== ==========

Statements of Operations
For the Years Ended December 31, 2001, 2000 and 1999

2001 2000 1999
---------- --------- ----------
$ $ $

REVENUES
Trading profit (loss):
Realized 2,978,000 1,734,937 1,169,107
Net change in unrealized (1,728,062) 2,111,163 (899,737)
---------- --------- ----------
Total Trading Results 1,249,938 3,846,100 269,370
Interest income (Morgan Stanley DW) 648,456 1,117,777 1,112,233
---------- --------- ----------
Total 1,898,394 4,963,877 1,381,603
---------- --------- ----------
EXPENSES
Brokerage commissions (Morgan Stanley
DW) 1,279,146 1,361,674 1,579,871
Management fees 816,137 946,410 1,184,505
Transaction fees and costs 115,808 124,990 151,330
Common administrative expenses 46,155 40,256 62,969
Incentive fee -- -- 779
---------- --------- ----------
Total 2,257,246 2,473,330 2,979,454
---------- --------- ----------
NET INCOME (LOSS) (358,852) 2,490,547 (1,597,851)
========== ========= ==========
Net Income (Loss) Allocation:
Limited Partners (351,955) 2,437,217 (1,571,182)
General Partner (6,897) 53,330 (26,669)
Net Income (Loss) per Unit:
Limited Partners (58.74) 454.26 (227.17)
General Partner (58.74) 454.26 (227.17)

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

Dean Witter Cornerstone Fund III

Statements of Financial Condition

December 31,
----------------------
2001 2000
---------- ----------
$ $

ASSETS
Equity in futures interests trading
accounts:
Cash 26,471,514 24,902,313
Net unrealized gain on open contracts (MS&Co.) 740,177 3,944,253
Net unrealized loss on open contracts (MSIL) (667,609) (91,422)
---------- ----------
Total net unrealized gain on open contracts 72,568 3,852,831
Net option premiums (23,122) (32,422)
---------- ----------
Total Trading Equity 26,520,960 28,722,722
Due from Morgan Stanley DW 133,570 38,685
Interest receivable (Morgan Stanley DW) 30,494 105,983
---------- ----------
Total Assets 26,685,024 28,867,390
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Redemptions payable 171,251 286,259
Accrued administrative expenses 142,296 106,179
Accrued management fees 77,416 83,887
---------- ----------
Total Liabilities 390,963 476,325
---------- ----------
PARTNERS' CAPITAL
Limited Partners (8,490.681 and 9,204.671
Units, respectively) 25,861,238 27,959,423
General Partner (142.103 Units) 432,823 431,642
---------- ----------
Total Partners' Capital 26,294,061 28,391,065
---------- ----------
Total Liabilities and
Partners' Capital 26,685,024 28,867,390
========== ==========
NET ASSET VALUE PER UNIT 3,045.84 3,037.53
========== ==========

Statements of Operations
For the Years Ended December 31, 2001, 2000 and 1999

2001 2000 1999
---------- ---------- ----------
$ $ $

REVENUES
Trading profit (loss):
Realized 5,761,442 (1,348,698) 348,156
Net change in unrealized (3,780,263) 2,427,220 (677,199)
---------- ---------- ----------
Total Trading Results 1,981,179 1,078,522 (329,043)
Interest income (Morgan Stanley DW) 773,760 1,343,823 1,361,828
---------- ---------- ----------
Total 2,754,939 2,422,345 1,032,785
---------- ---------- ----------
EXPENSES
Brokerage commissions
(Morgan Stanley DW) 1,453,337 1,554,203 2,027,980
Management fees 978,766 1,128,381 1,441,758
Transaction fees and costs 134,490 93,403 167,905
Common administrative expenses 76,385 66,352 103,046
---------- ---------- ----------
Total 2,642,978 2,842,339 3,740,689
---------- ---------- ----------
NET INCOME (LOSS) 111,961 (419,994) (2,707,904)
========== ========== ==========
Net Income (Loss) Allocation:
Limited Partners 110,780 (418,871) (2,676,422)
General Partner 1,181 (1,123) (31,482)
Net Income (Loss) per Unit:
Limited Partners 8.31 (7.90) (221.54)
General Partner 8.31 (7.90) (221.54)

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

Dean Witter Cornerstone Fund IV

Statements of Financial Condition

December 31,
-----------------------
2001 2000
----------- -----------
$ $

ASSETS
Equity in futures interests trading
accounts:
Cash 101,084,842 98,123,780
Net unrealized gain on open contracts (MS&Co.) 7,783,366 3,996,007
----------- -----------
Total Trading Equity 108,868,208 102,119,787
Interest receivable (Morgan Stanley DW) 108,781 375,740
----------- -----------
Total Assets 108,976,989 102,495,527
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Accrued incentive fees 1,351,817 842,617
Redemptions payable 533,976 1,643,542
Accrued management fees 317,372 298,676
Accrued administrative expenses 163,799 92,137
----------- -----------
Total Liabilities 2,366,964 2,876,972
----------- -----------
PARTNERS' CAPITAL
Limited Partners (16,901.387 and 18,324.325
Units, respectively) 105,277,723 98,469,183
General Partner (213.889 Units) 1,332,302 1,149,372
----------- -----------
Total Partners' Capital 106,610,025 99,618,555
----------- -----------
Total Liabilities and
Partners' Capital 108,976,989 102,495,527
=========== ===========
NET ASSET VALUE PER UNIT 6,228.94 5,373.69
=========== ===========

Statements of Operations
For the Years Ended December 31, 2001, 2000 and 1999

2001 2000 1999
---------- ---------- ----------
$ $ $

REVENUES
Trading profit (loss):
Realized 16,761,382 12,978,051 (766,917)
Net change in unrealized 3,787,359 3,714,497 3,108,762
---------- ---------- ----------
Total Trading Results 20,548,741 16,692,548 2,341,845
Interest income (Morgan Stanley DW) 2,669,364 4,492,710 4,030,878
---------- ---------- ----------
Total 23,218,105 21,185,258 6,372,723
---------- ---------- ----------
EXPENSES
Management fees 3,482,595 3,929,070 4,360,961
Brokerage commissions
(Morgan Stanley DW) 2,563,321 2,755,463 3,263,260
Incentive fees 2,152,705 843,220 (210,051)
Common administrative expenses 151,459 132,392 204,985
Transaction fees and costs -- 50,557 120,601
---------- ---------- ----------
Total 8,350,080 7,710,702 7,739,756
---------- ---------- ----------
NET INCOME (LOSS) 14,868,025 13,474,556 (1,367,033)
========== ========== ==========
Net Income (Loss) Allocation:
Limited Partners 14,685,095 13,324,073 (1,352,664)
General Partner 182,930 150,483 (14,369)
Net Income (Loss) per Unit:
Limited Partners 855.25 690.27 (53.44)
General Partner 855.25 690.27 (53.44)

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

Dean Witter Cornerstone Funds

Statements of Changes in Partners' Capital
For the Years Ended December 31, 2001, 2000 and 1999

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

Dean Witter Cornerstone Fund II
Partners' Capital,
December 31, 1998 7,489.611 30,904,584 492,145 31,396,729
Offering of Units 2.478 10,614 -- 10,614
Net loss -- (1,571,182) (26,669) (1,597,851)
Redemptions (755.683) (3,100,511) -- (3,100,511)
---------- ---------- ------- ----------
Partners' Capital,
December 31, 1999 6,736.406 26,243,505 465,476 26,708,981
Offering of Units 2.369 9,330 -- 9,330
Net income -- 2,437,217 53,330 2,490,547
Redemptions (1,152.227) (4,521,167) -- (4,521,167)
---------- ---------- ------- ----------
Partners' Capital,
December 31, 2000 5,586.548 24,168,885 518,806 24,687,691
Net loss -- (351,955) (6,897) (358,852)
Redemptions (381.107) (1,631,103) -- (1,631,103)
---------- ---------- ------- ----------
Partners' Capital,
December 31, 2001 5,205.441 22,185,827 511,909 22,697,736
========== ========== ======= ==========

Dean Witter Cornerstone Fund III
Partners' Capital,
December 31, 1998 12,335.516 39,835,572 464,247 40,299,819
Net loss -- (2,676,422) (31,482) (2,707,904)
Redemptions (1,357.294) (4,158,513) -- (4,158,513)
---------- ---------- ------- ----------
Partners' Capital,
December 31, 1999 10,978.222 33,000,637 432,765 33,433,402
Net loss -- (418,871) (1,123) (419,994)
Redemptions (1,631.448) (4,622,343) -- (4,622,343)
---------- ---------- ------- ----------
Partners' Capital,
December 31, 2000 9,346.774 27,959,423 431,642 28,391,065
Net income -- 110,780 1,181 111,961
Redemptions (713.990) (2,208,965) -- (2,208,965)
---------- ---------- ------- ----------
Partners' Capital,
December 31, 2001 8,632.784 25,861,238 432,823 26,294,061
========== ========== ======= ==========

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

Dean Witter Cornerstone Funds

Statements of Changes in Partners' Capital
For the Years Ended December 31, 2001, 2000 and 1999

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

Dean Witter Cornerstone Fund IV
Partners' Capital,
December 31, 1998 24,328.559 113,967,408 1,273,691 115,241,099
Offering of Units 9.851 46,268 -- 46,268
Net loss -- (1,352,664) (14,369) (1,367,033)
Redemptions (2,351.155) (10,944,681) -- (10,944,681)
---------- ----------- --------- -----------
Partners' Capital,
December 31, 1999 21,987.255 101,716,331 1,259,322 102,975,653
Offering of Units 6.161 29,469 -- 29,469
Net income -- 13,324,073 150,483 13,474,556
Redemptions (3,455.202) (16,600,690) (260,433) (16,861,123)
---------- ----------- --------- -----------
Partners' Capital,
December 31, 2000 18,538.214 98,469,183 1,149,372 99,618,555
Net income -- 14,685,095 182,930 14,868,025
Redemptions (1,422.938) (7,876,555) -- (7,876,555)
---------- ----------- --------- -----------
Partners' Capital,
December 31, 2001 17,115.276 105,277,723 1,332,302 106,610,025
========== =========== ========= ===========

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

Dean Witter Cornerstone Fund II

Statements of Cash Flows

For the Years Ended
December 31,
----------------------------------
2001 2000 1999
---------- ---------- ----------
$ $ $

CASH FLOWS FROM
OPERATING ACTIVITIES
Net income (loss) (358,852) 2,490,547 (1,597,851)
Noncash item included in net
income (loss):
Net change in unrealized 1,728,062 (2,111,163) 899,737
(Increase) decrease in operating
assets:
Due from Morgan Stanley DW (32,602) (9,603) 3,710
Interest receivable (Morgan
Stanley DW) 67,028 2,174 (2,816)
Increase (decrease) in operating
liabilities:
Accrued management fees (6,524) (16,506) (16,832)
Accrued administrative
expenses 21,771 (16,093) 20,510
Accrued incentive fee -- -- (413,951)
---------- ---------- ----------
Net cash provided by (used
for) operating activities 1,418,883 339,356 (1,107,493)
---------- ---------- ----------
CASH FLOWS FROM
FINANCING ACTIVITIES
Offering of Units -- 9,330 10,614
Increase (decrease) in
redemptions payable (240,275) 136,664 51,907
Redemptions of Units (1,631,103) (4,521,167) (3,100,511)
---------- ---------- ----------
Net cash used for financing
activities (1,871,378) (4,375,173) (3,037,990)
---------- ---------- ----------

Net decrease in cash (452,495) (4,035,817) (4,145,483)

Balance at beginning of period 21,768,271 25,804,088 29,949,571
---------- ---------- ----------
Balance at end of period 21,315,776 21,768,271 25,804,088
========== ========== ==========

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

Dean Witter Cornerstone Fund III

Statements of Cash Flows

For the Years Ended
December 31,
----------------------------------
2001 2000 1999
---------- ---------- ----------
$ $ $

CASH FLOWS FROM
OPERATING ACTIVITIES
Net income (loss) 111,961 (419,994) (2,707,904)
Noncash item included in net
income (loss):
Net change in unrealized 3,780,263 (2,427,220) 677,199
(Increase) decrease in operating
assets:
Net option premiums (9,300) 350,703 (368,328)
Due from Morgan Stanley DW (94,885) (38,685) 81,647
Interest receivable (Morgan
Stanley DW) 75,489 10,082 4,400
Increase (decrease) in operating
liabilities:
Accrued administrative
expenses 36,117 (32,482) 33,881
Accrued management fees (6,471) (29,037) (22,143)
---------- ---------- ----------
Net cash provided by (used
for) operating activities 3,893,174 (2,586,633) (2,301,248)
---------- ---------- ----------
CASH FLOWS FROM
FINANCING ACTIVITIES
Increase (decrease) in
redemptions payable (115,008) (157,499) 223,574
Redemptions of Units (2,208,965) (4,622,343) (4,158,513)
---------- ---------- ----------
Net cash used for financing
activities (2,323,973) (4,779,842) (3,934,939)
---------- ---------- ----------

Net increase (decrease) in cash 1,569,201 (7,366,475) (6,236,187)

Balance at beginning of period 24,902,313 32,268,788 38,504,975
---------- ---------- ----------
Balance at end of period 26,471,514 24,902,313 32,268,788
========== ========== ==========

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

Dean Witter Cornerstone Fund IV

Statements of Cash Flows

For the Years Ended
December 31,
-------------------------------------
2001 2000 1999
----------- ----------- -----------
$ $ $

CASH FLOWS FROM
OPERATING ACTIVITIES
Net income (loss) 14,868,025 13,474,556 (1,367,033)
Noncash item included in net
income (loss):
Net change in unrealized (3,787,359) (3,714,497) (3,108,762)
(Increase) decrease in operating
assets:
Interest receivable
(Morgan Stanley DW) 266,959 (18,220) (7,108)
Increase (decrease) in operating
liabilities:
Accrued incentive fees 509,200 842,617 (1,154,685)
Accrued management fees 18,696 (48,662) (42,180)
Accrued administrative
expenses 71,662 (53,676) 67,107
----------- ----------- -----------
Net cash provided by (used
for) operating activities 11,947,183 10,482,118 (5,612,661)
----------- ----------- -----------
CASH FLOWS FROM
FINANCING ACTIVITIES
Offering of Units -- 29,469 46,268
Increase (decrease) in
redemptions payable (1,109,566) 417,652 766,187
Redemptions of Units (7,876,555) (16,861,123) (10,944,681)
----------- ----------- -----------
Net cash used for financing
activities (8,986,121) (16,414,002) (10,132,226)
----------- ----------- -----------

Net increase (decrease) in cash 2,961,062 (5,931,884) (15,744,887)

Balance at beginning of period 98,123,780 104,055,664 119,800,551
----------- ----------- -----------
Balance at end of period 101,084,842 98,123,780 104,055,664
=========== =========== ===========

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

Dean Witter Cornerstone II

Schedule of Investments

December 31, 2001

Partnership Net Assets: $22,697,736

Net
Unrealized
Long Short Gain/ Percentage of # of Contracts/
Futures and Forward Contracts: Gain/(Loss) Gain/(Loss) (Loss) Net Assets Notional Amounts
- ------------------------------ ----------- ----------- ---------- ------------- ----------------
$ $ $ %

Foreign currency 32,124 1,185,197 1,217,321 5.36* 2,668,590,441
Commodity (121,700) (62,513) (184,213) (0.81) 605
Interest rate (14,979) 180,371 165,392 0.73 536
Equity 15,154 (725) 14,429 0.06 69
-------- --------- --------- -----
Grand Total: (89,401) 1,302,330 1,212,929 5.34
======== ========= =====
Unrealized Currency Gain 326,587
---------
Total Net Unrealized Gain per Statement of
Financial Condition 1,539,516
=========

* No single contract's value exceeds 5% of Net Assets.

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

Dean Witter Cornerstone III

Schedule of Investments

December 31, 2001

Partnership Net Assets: $26,294,061

Net
Long Short Unrealized Percentage of # of Contracts/
Futures and Forward Contacts: Gain/(Loss) Gain/(Loss) Gain/(Loss) Net Assets Notional Amounts
- ----------------------------- ----------- ----------- ----------- ------------- ----------------
$ $ $ %

Foreign currency 336,126 696,943 1,033,069 3.93 2,133,875,197
Interest rate (132,338) (77,123) (209,461) (0.80) 783
Commodity (622,136) (104,947) (727,083) (2.77) 422
Equity 44,181 (2,450) 41,731 0.16 76
-------- -------- --------- -----
Grand Total: (374,167) 512,423 138,256 0.52
======== ======== =====
Unrealized Currency Loss (65,688)
---------
Total Net Unrealized Gain per Statement of Financial
Condition 72,568
=========

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

Dean Witter Cornerstone IV

Schedule of Investments

December 31, 2001

Partnership Net Assets: $106,610,025

Net
Unrealized
Long Short Gain/ Percentage of # of Contracts/
Futures and Forward Contracts: Gain/(Loss) Gain/(Loss) (Loss) Net Assets Notional Amounts
- ------------------------------ ----------- ----------- ---------- ------------- ----------------
$ $ $ %

Foreign currency 1,040,742 6,742,624 7,783,366 7.30* 16,819,511,884
---------
Total Net Unrealized Gain per Statement of
Financial Condition 7,783,366
=========

* No single contract's value exceeds 5% of Net Assets.

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

Dean Witter Cornerstone Funds

Notes to Financial Statements

1. Summary of Significant Accounting Policies

Organization--Dean Witter Cornerstone Fund II ("Cornerstone II"), Dean Witter
Cornerstone Fund III ("Cornerstone III"), and Dean Witter Cornerstone Fund IV
("Cornerstone IV"), (individually, a "Partnership", or collectively, the
"Partnerships") are limited partnerships organized to engage in the speculative
trading of futures contracts, options on futures contracts, and forward
contracts on foreign currencies and other commodity interests (collectively,
"futures interests").

The general partner for each Partnership 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.,
Inc. ("MS&Co.") and Morgan Stanley & Co. International Limited ("MSIL").
Demeter, Morgan Stanley DW, MS&Co. and MSIL are wholly-owned subsidiaries of
Morgan Stanley Dean Witter & Co.

Effective April 2, 2001, Dean Witter Reynolds Inc. changed its name to Morgan
Stanley DW Inc.

Demeter is required to maintain a 1% minimum interest in the equity of each
Partnership and income (losses) are shared by Demeter and the limited partners
based upon their proportional ownership interests.

Use of Estimates--The financial statements are prepared in accordance with
accounting principles generally accepted in the United States of America, which
require management to make estimates and assumptions that affect the reported
amounts in the financial statements and related disclosures. Management
believes that the estimates utilized in the preparation of the financial
statements are prudent and reasonable. Actual results could differ from those
estimates.

Revenue Recognition--Futures interests are open commitments until settlement
date. They are valued at market on a daily basis and the resulting net change
in unrealized gains and losses is reflected in the change in unrealized profit
(loss) on open contracts from one period to the next in the statements of
operations. Monthly, Morgan Stanley DW pays each Partnership interest income
based upon 80% of its average daily Net Assets at a rate equal to the average
yield on 13-week U.S. Treasury bills issued. For purposes of such interest
payments to Dean Witter Cornerstone Fund IV, Net Assets do not include monies
due the Partnership on futures interests, but not actually received.

Net Income (Loss) per Unit--Net income (loss) per unit of limited partnership
interest ("Unit(s)") is computed using the weighted average number of Units
outstanding during the period.

Dean Witter Cornerstone Funds

Notes to Financial Statements--(Continued)

Condensed Schedule of Investments--In March 2001, the American Institute of
Certified Public Accountants' Accounting Standards Executive Committee issued
Statement of Position ("SOP") 01-1, "Amendment to the Scope of Statement of
Position 95-2, Financial Reporting by Nonpublic Investment Partnerships, to
Include Commodity Pools" effective for fiscal years ending after December 15,
2001. Accordingly, commodity pools are now required to include a condensed
schedule of investments identifying those investments which constitute more
than 5% of Net Assets, taking long and short positions into account separately.

Equity in Futures Interests Trading Accounts--The Partnerships' asset "Equity
in futures interests trading accounts," reflected in the statements of
financial condition, consists of (A) cash on deposit with Morgan Stanley DW,
MS&Co. and MSIL to be used as margin for trading; (B) net unrealized gains or
losses on open contracts, which are valued at market and calculated as the
difference between original contract value and market value, and (C) net option
premiums, which represent the net of all monies paid and/or received for such
option premiums.

The Partnerships, in their normal course of business, enter into various
contracts with MS&Co. and MSIL acting as their commodity brokers. Pursuant to
brokerage agreements with MS&Co. and MSIL, to the extent that such trading
results in unrealized gains or losses, these amounts are offset and reported on
a net basis on the Partnerships' statements of financial condition.

The Partnerships have offset the fair value amounts recognized for forward
contracts executed with the same counterparty as allowable under terms of the
master netting agreements with MS&Co., the sole counterparty on such contracts.
The Partnerships have consistently applied their right to offset.

Brokerage Commissions and Related Transaction Fees and Costs--Brokerage
commissions for each Partnership are accrued at 80% of Morgan Stanley DW's
published non-member rates on a half-turn basis. Related transaction fees and
costs are accrued on a half-turn basis. Brokerage commissions and transaction
fees combined for each Partnership are capped at 13/20 of 1% per month (a 7.8%
maximum annual rate) of the adjusted Net Assets allocated to each trading
program employed by the Partnerships' trading managers.

Operating Expenses--Each Partnership has entered into an exchange agreement
pursuant to which certain common administrative expenses (i.e., legal,
auditing, accounting, filing fees and other related expenses) are shared by
each of the Partnerships based upon the number of outstanding Units of each
Partnership during the month in which such expenses are

Dean Witter Cornerstone Funds

Notes to Financial Statements--(Continued)

incurred. In addition, the Partnerships incur monthly management fees and may
incur incentive fees. Demeter bears all other operating expenses.

Income Taxes--No provision for income taxes has been made in the accompanying
financial statements, as partners are individually responsible for reporting
income or loss based upon their respective share of each Partnership's revenues
and expenses for income tax purposes.

Distributions--Distributions, other than redemptions of Units, are made on a
pro-rata basis at the sole discretion of Demeter. No distributions have been
made to date.

Redemptions--Limited Partners may redeem some or all of their Units at 100% of
the Net Asset Value per Unit as of the last day of any month upon fifteen days
advance notice by redemption form to Demeter.

Exchanges--Prior to the April 30, 2000 monthly closing, Limited Partners were
able to transfer their investments among the Partnerships (subject to certain
restrictions outlined in the Limited Partnership Agreements) without paying
additional charges.

Effective with the April 30, 2000 monthly closing, the exchange privilege among
the Cornerstone funds (a "Series Exchange") was terminated. However, limited
partners retained the ability to execute an exchange from a Cornerstone fund
into other funds outside the Cornerstone Series (a "Non-Series Exchange")
subject to certain restrictions set forth in the applicable limited partnership
agreements.

Dissolution of the Partnerships--Each Partnership will terminate on September
30, 2025 regardless of its financial condition at such time, upon a decline in
Net Assets to less than $250,000, a decline in the Net Asset Value per Unit to
less than $250, or under certain other circumstances defined in each Limited
Partnership Agreement.

2. Related Party Transactions

Each Partnership pays brokerage commissions to Morgan Stanley DW as described
in Note 1. Each Partnership's cash is on deposit with Morgan Stanley DW, MS&Co.
and MSIL in futures interests trading accounts to meet margin requirements as
needed. Morgan Stanley DW pays interest on these funds as described in Note 1.

3. Trading Managers

Demeter, on behalf of each Partnership, retains certain commodity trading
managers to make all trading decisions for the

Dean Witter Cornerstone Funds

Notes to Financial Statements--(Continued)

Partnerships. The trading managers for each Partnership at December 31, 2001
were as follows:

Dean Witter Cornerstone Fund II
John W. Henry & Company, Inc.
Northfield Trading L.P.

Dean Witter Cornerstone Fund III
Sunrise Capital Management, Inc.
Welton Investment Corporation

Dean Witter Cornerstone Fund IV
John W. Henry & Company, Inc.
Sunrise Capital Management, Inc.

Compensation to the trading managers by the Partnerships consists of a
management fee and an incentive fee as follows:

Management Fee--Each Partnership's management fee is accrued at the rate of
1/12 of 3.5% per month (a 3.5% annual rate) of the Net Assets under management
by each trading manager at each month end. Prior to December 1, 2000, each
Partnership's management fee was accrued at the rate of 1/3 of 1% per month (a
4% annual rate) of the Net Assets under management by each trading manager at
each month end.

Incentive Fee--Each Partnership pays an annual incentive fee equal to 15% of
the new appreciation in Net Assets, as defined in the Limited Partnership
Agreements, as of the end of each annual incentive period ending December 31,
except for Dean Witter Cornerstone Fund IV, which pays incentive fees at the
end of each annual incentive period ending May 31. New appreciation represents
the amount by which Net Assets are increased by profits from futures, forward
and options trading that exceed losses after brokerage commissions, management
fees, transaction fees and costs and common administrative expenses are
deducted. Such incentive fee is accrued in each month in which new appreciation
occurs. In those months in which new appreciation is negative, previous
accruals, if any, during the incentive period will be reduced. In those
instances in which a Limited Partner redeems an investment, the incentive fee
(if earned through a redemption date) is to be paid on those redemptions to the
trading manager in the month of such redemption.

4. Financial Instruments

The Partnerships trade futures contracts, options on futures contracts, and
forward contracts on foreign currencies and other commodity interests. 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.

Dean Witter Cornerstone Funds

Notes to Financial Statements--(Continued)

The Partnership accounts for its derivative investments in accordance with the
provisions of Statement of Financial Accounting Standard 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, forward, swaps or options contracts, and
other financial instruments with similar characteristics such as caps, floors
and collars.

The net unrealized gains (losses) on open contracts, at December 31 reported as
a component of "Equity in futures interests trading accounts" on the statements
of financial condition, and their longest contract maturities are as follows:

Cornerstone II

Net Unrealized Gains
on Open Contracts Longest Maturities
----------------------------- ------------------------
Off- Off-
Exchange- Exchange- Exchange- Exchange-
Year Traded Traded Total Traded Traded
---- --------- --------- --------- ------------- ----------

$ $ $
2001 374,620 1,164,896 1,539,516 December 2002 March 2002
2000 2,772,779 494,799 3,267,578 December 2001 March 2001

Cornerstone III

Net Unrealized Gains/
(Losses) on Open Contracts Longest Maturities
----------------------------- ------------------------
Off- Off-
Exchange- Exchange- Exchange- Exchange-
Year Traded Traded Total Traded Traded
---- --------- --------- --------- ------------- ----------

$ $ $
2001 (679,746) 752,314 72,568 December 2002 March 2002
2000 3,576,953 275,878 3,852,831 December 2001 March 2001

Cornerstone IV

Net Unrealized Gains
on Open Contracts Longest Maturities
----------------------------- --------------------
Off- Off-
Exchange- Exchange- Exchange- Exchange-
Year Traded Traded Total Traded Traded
---- --------- --------- --------- --------- ----------

$ $ $
2001 -- 7,783,366 7,783,366 -- March 2002
2000 -- 3,996,007 3,996,007 -- March 2001

Dean Witter Cornerstone Funds

Notes to Financial Statements--(Continued)

The Partnerships have credit risk associated with counterparty nonperformance.
The credit risk associated with the instruments in which the Partnerships are
involved is limited to the amounts reflected in the Partnerships' statements of
financial condition.

The Partnerships also have 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 Partnerships' assets. Exchange-traded futures and futures-styled
options 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 each Partnership's exchange-traded futures and
futures-styled options contracts, are required, pursuant to regulations of the
Commodity Futures Trading Commission, 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 futures-styled options contracts,
including an amount equal to the net unrealized gains (losses) on all open
futures and futures-styled options contracts, which funds, in the aggregate,
totaled at December 31, 2001 and 2000 respectively, $21,690,396 and $24,541,050
for Cornerstone II, $25,791,768 and $28,479,266 for Cornerstone III, and
$101,084,842 and $98,123,780 for Cornerstone IV. With respect to each
Partnership's off-exchange-traded forward currency contracts, there are no
daily settlements of variations in value nor is there any requirement that an
amount equal to the net unrealized gains (losses) on open forward contracts be
segregated. With respect to those off-exchange-traded forward currency
contracts, the Partnerships are at risk to the ability of MS&Co., the sole
counterparty on all such contracts, to perform. Each Partnership has a netting
agreement with MS&Co. These agreements, which seek to reduce both the
Partnerships' and MS&Co.'s exposure on off-exchange-traded forward currency
contracts, should materially decrease the Partnerships' credit risk in the
event of MS&Co.'s bankruptcy or insolvency.

Dean Witter Cornerstone Funds

Notes to Financial Statements--(Continued)

5. Financial Highlights

Cornerstone II

PER UNIT:
---------

NET ASSET VALUE, JANUARY 1, 2001: $4,419.13
---------

NET OPERATING RESULTS:
Realized Profit 558.11
Unrealized Loss (319.45)
Interest Income 119.87
Expenses (417.27)
---------
Net Loss (58.74)
---------

NET ASSET VALUE, DECEMBER 31, 2001: $4,360.39
=========
Expense Ratio 9.8%
Net Loss Ratio (1.6)%

TOTAL RETURN: (1.3)%

Cornerstone III

PER UNIT:
---------

NET ASSET VALUE, JANUARY 1, 2001: $3,037.53
---------

NET OPERATING RESULTS:
Realized Profit 639.10
Unrealized Loss (422.08)
Interest Income 86.39
Expenses (295.10)
---------
Net Income 8.31
---------

NET ASSET VALUE, DECEMBER 31, 2001: $3,045.84
=========
Expense Ratio 9.5%
Net Income Ratio 0.4%

TOTAL RETURN: 0.3%

Cornerstone IV

PER UNIT:
---------

NET ASSET VALUE, JANUARY 1, 2001: $5,373.69
---------

NET OPERATING RESULTS:
Realized Profit 961.86
Unrealized Profit 213.27
Interest Income 150.31
Expenses (470.19)
---------
Net Income 855.25
---------

NET ASSET VALUE, DECEMBER 31, 2001: $6,228.94
=========
Expense Ratio 8.5%
Net Income Ratio 15.2%

TOTAL RETURN: 15.9%

Dean Witter Cornerstone Funds

Notes to Financial Statement--(Concluded)

6. Legal Matters

In April 2001, the Appellate Division of New York State dismissed the class
action previously disclosed in the Partnership's Annual Report for the year
ended December 31, 2000. Because plaintiffs did not exercise their right to
appeal any further, this dismissal constituted a final resolution of the case.

7. Subsequent Event

On February 27, 2002, Dean Witter Cornerstone Fund II and Dean Witter
Cornerstone Fund III received notification of a preliminary entitlement to
payment from the Sumitomo Copper Litigation Settlement Administrator. Such
preliminary award, however, is subject to a court hearing scheduled on April
10, 2002 and is entirely contingent on the court's final approval. Any amount
ultimately received will be accounted for in the period received, for the
benefit of the limited partners at the date of receipt.

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