WITTER DEAN DIVERSIFIED FUTURES FUND II L P - 10-K Annual Report

Back to GetFilings.com

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

FORM 10-Q

[X] Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended September 30, 2001 or

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

Commission File No. 0-17446

DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.

(Exact name of registrant as specified in its charter)

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

Demeter Management Corporation
c/o Morgan Stanley Trust Company
Attention: Managed Futures, 7th Fl.,
Harborside Financial Center Plaza Two
Jersey City, NJ 07311-3977
(Address of principal executive offices) (Zip Code)

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

Two World Trade Center, 62nd Fl. New York, NY 10048

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

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

Yes X No________

DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.

INDEX TO QUARTERLY REPORT ON FORM 10-Q

September 30, 2001

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
STATEMENTS OF FINANCIAL CONDITION

DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
STATEMENTS OF OPERATIONS
(Unaudited)

DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
STATEMENTS OF OPERATIONS
(Unaudited)

DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
For the Nine Months Ended September 30, 2001 and 2000
(Unaudited)

DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
STATEMENTS OF CASH FLOWS
(Unaudited)

DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
NOTES TO FINANCIAL STATEMENTS
September 30, 2001
(Unaudited)
The unaudited financial statements contained herein include, in
the opinion of management, all adjustments necessary for a fair
presentation of the results of operations and financial condition
of Dean Witter Diversified Futures Fund II L.P. (the
"Partnership"). The financial statements and condensed notes
herein should be read in conjunction with the Partnership's
December 31, 2000 Annual Report on Form 10-K.

1. Organization
Dean Witter Diversified Futures Fund II L.P. is a Delaware limited
partnership organized to engage primarily in the speculative
trading of commodity futures contracts and forward contracts on
physical commodities and other commodity interests.

The general partner of the 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"). The trading
manager is Dean Witter Futures & Currency Management Inc.

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

("DWFCM" or the "Trading Manager"). Demeter, Morgan Stanley DW,
MS & Co., MSIL and DWFCM are wholly-owned subsidiaries of Morgan
Stanley Dean Witter & Co.

2. Related Party Transactions
The Partnership's cash is on deposit with Morgan Stanley DW, MS &
Co. and MSIL in futures and forwards trading accounts to meet
margin requirements as needed. Morgan Stanley DW pays interest on
these funds based on current 13-week U.S. Treasury bills. The
Partnership pays brokerage commissions to Morgan Stanley DW.
Management fees and incentive fees (if any) incurred by the
Partnership are paid to DWFCM.

3. Financial Instruments
The Partnership trades commodity futures contracts and forward
contracts on physical commodities 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

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

influence the market value of these contracts, including interest
rate volatility.

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

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

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

Net Unrealized Gains (Losses)
on Open Contracts Longest Maturities

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

Sept. 30, 2001 687,509 (32,758) 654,751 March 2003 Dec. 2001

Dec. 31, 2000 718,718 325,856 1,044,574 June 2002 March 2001

The Partnership has credit risk associated with counterparty non-
performance. The credit risk associated with the instruments in
which the Partnership is involved is limited to the amounts
reflected in the Partnership's statements of financial condition.

The Partnership also has credit risk because Morgan Stanley DW, MS
& Co. and MSIL act as the futures commission merchants or the
counterparties, with respect to most of the Partnership's assets.
Exchange-traded futures 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 of the Partnership's exchange-traded futures contracts,

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

are required, pursuant to regulations of the Commodity Futures
Trading Commission ("CFTC"), to segregate from their own assets,
and for the sole benefit of their commodity customers, all funds
held by them with respect to exchange-traded futures contracts,
including an amount equal to the net unrealized gains (losses) on
all open futures contracts, which funds, in the aggregate, totaled
$8,496,047 and $8,160,332 at September 30, 2001 and December 31,
2000, respectively. With respect to the 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 Partnership is at
risk to the ability of MS & Co., the sole counterparty on all of
such contracts, to perform. The Partnership has a netting
agreement with MS & Co. This agreement, which seeks to reduce
both the Partnership's and MS & Co.'s exposure on off-exchange-
traded forward currency contracts, should materially decrease the
Partnership's credit risk in the event of MS & Co.'s bankruptcy or
insolvency.

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Liquidity - The Partnership deposits its assets with Morgan
Stanley DW as non-clearing broker and MS & Co. and MSIL as
clearing brokers in separate futures and forwards accounts
established for the 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 CFTC 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 and forwards, it is expected that the Partnership will
continue to own such liquid assets for margin purposes.

The Partnership's investment in futures and forwards may, from
time to time, be illiquid. Most U.S. futures exchanges limit
fluctuations in prices during a single day by regulations referred
to as "daily price fluctuations limits" or "daily limits". Trades
may not be executed at prices beyond the daily limit. If the
price for a particular futures contract has increased or decreased
by an amount equal to the daily limit, positions in that futures
contract can neither be taken nor liquidated unless traders are
willing to effect trades at or within the limit. Futures prices
have occasionally moved the daily limit for several consecutive

days with little or no trading. These market conditions could
prevent the Partnership from promptly liquidating its futures
contracts and result in restrictions on redemptions.

There is no limitation on daily price moves in trading forward
contracts on foreign currency. 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, or expect to
have, any capital assets. Redemptions of additional units of
limited partnership interest ("Unit(s)") in the future will affect
the amount of funds available for investment in futures and
forwards 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 its Trading Manager
and the ability of the Trading Manager's trading programs to take
advantage of price movements or other profit opportunities in the
futures and forwards markets. The following presents a summary
of the Partnership's operations for the three and nine month
periods ended September 30, 2001 and 2000, and a general
discussion of its trading activities during each period. It is
important to note, however, that the Trading Manager trades in
various markets at different times and that prior activity in a
particular market does not mean that such market will be actively
traded by the Trading Manager or will be profitable in the
future. Consequently, the results of operations of the
Partnership are difficult to discuss other than in the context of
its Trading Manager's trading activities on behalf of the
Partnership as a whole and how the Partnership has performed in
the past.

For the Quarter and Nine Months Ended September 30, 2001
For the quarter ended September 30, 2001, the Partnership
recorded total trading revenues, including interest income, of
$341,630 and posted an increase in net asset value per Unit. The
most significant gains of approximately 4.1% were recorded in the
metals markets primarily during July and September from short
positions in aluminum, copper and nickel futures as prices moved

lower amid technical weakness and ongoing demand doldrums. In
the global interest rate futures markets, profits of
approximately 2.0% were recorded primarily during August and
September from long positions in short and intermediate-term U.S.
interest rate futures as prices continued trending higher
following an interest rate cut by the U.S. Federal Reserve and as
investors sought a safe haven from the decline in stock prices.
In the global stock index futures markets, gains of approximately
1.7% were recorded throughout a majority of the quarter from
short positions in S&P 500 Index futures as the trend in equity
prices continued lower amid worries regarding global economic
uncertainty. In soft commodities, gains of approximately 1.4%
were recorded primarily during July from short coffee futures
positions as prices trended lower on favorable weather
conditions. These gains were partially offset by losses of
approximately 3.9% recorded in the currency markets primarily
during July from short positions in the euro as the value of the
European common currency strengthened versus the British pound as
hints of possible intervention by the European Central Bank to
support the euro remained. Additional losses were recorded
during September from long positions in the euro as its value
reversed lower relative to the British pound. In the
agricultural markets, losses of approximately 1.8% were
experienced primarily during July from short corn futures
positions as prices increased on a hot, dry outlook for the U.S.
midwest. In the energy markets, losses of approximately 1.2%

were recorded primarily during early July from short crude oil
futures positions as prices moved higher as concerns over supply
levels re-emerged. Additional losses were incurred during
September from long positions in crude oil futures as oil prices
reversed lower due to near-term concerns over the effects of a
global economic slowdown on oil demand. Total expenses for the
three months ended September 30, 2001 were $198,717, resulting in
net income of $142,913. The net asset value of a Unit increased
from $3,148.23 at June 30, 2001 to $3,202.64 at September 30,
2001.

For the nine months ended September 30, 2001, the Partnership
recorded total trading revenues, including interest income, of
$905,211 and posted an increase in net asset value per Unit. The
most significant gains of approximately 7.1% were recorded in the
global interest rate futures markets throughout a majority of the
first quarter from long positions in U.S. interest rate futures
as prices rose amid a rattled stock market, shaky consumer
confidence, positive inflation data and interest rate cuts by the
U.S. Federal Reserve. Additional gains were recorded primarily
during August and September from long positions in short and
intermediate-term U.S. interest rate futures as prices continued
trending higher following an interest rate cut by the U.S.
Federal Reserve and as investors sought a safe haven from the
decline in stock prices. In soft commodities, profits of
approximately 5.1% were recorded throughout a majority of the

first and second quarter from short cotton futures positions as
prices moved lower on weak export sales and low demand. In the
metals markets, gains of approximately 0.6% were recorded
primarily during July and September from short positions in
copper futures as prices move lower amid technical weakness and
ongoing demand doldrums. These gains were partially offset by
losses of approximately 4.6% recorded in the energy markets
throughout the first nine months of the year from positions 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 currency markets,
losses of approximately 2.5% were experienced primarily during
July from short positions in the euro as the value of the
European common currency strengthened versus the British pound as
hints of possible intervention by the European Central Bank to
support the euro remained. In the agricultural markets, losses
of approximately 1.2% were experienced primarily during July from
short corn futures positions as prices increased on a hot, dry
outlook for the U.S. midwest. Total expenses for the nine months
ended September 30, 2001 were $561,959, resulting in net income
of $343,252. The net asset value of a Unit increased from
$3,075.90 at December 31, 2000 to $3,202.64 at September 30,
2001.

For the Quarter and Nine Months Ended September 30, 2000
For the quarter ended September 30, 2000, the Partnership
recorded total trading losses, net of interest income, of
$452,279 and posted a decrease in net asset value per Unit. The
most significant losses of approximately 3.8% were recorded in
the energy markets primarily during July from long futures
positions in crude oil as prices reversed lower amid growing
conviction that Saudi Arabia would follow through with a pledge
to boost production. Additional losses were experienced during
July and August from long positions in natural gas futures as
prices retreated on higher-than-expected inventory numbers, mild
weather and technical selling attributed to the decline in crude
oil prices. In soft commodities, losses of approximately 3.1%
were incurred primarily during July from previously established
short positions and subsequent long positions in coffee futures
as prices traded in an extremely volatile pattern on weather
related concerns for Brazil. Additional losses were recorded
primarily during July from short positions in cotton futures as
prices moved higher amid fears that the dryness and heat in Texas
would slash the size of the U.S. crop. In the global interest
rates futures markets, losses of approximately 2.8% were
experienced primarily during September from short positions in
Japanese interest rate futures as bond prices surged as investors
sought refuge from declining stock prices in the U.S. and Japan.
Additional losses were recorded from long positions in Australian
interest rate futures as prices declined mirroring a drop in U.S.
Treasury prices. In the global stock index futures markets,
losses of approximately 2.0% were recorded during late July from

long positions in S&P 500 Index futures as prices declined on
fears of additional interest rate hikes in the U.S. and Europe
and during September due to jitters in the technology industry as
well as from an overall concern regarding the oil markets. In
the metals markets, losses of approximately 0.1% were recorded
throughout a majority of the quarter from long aluminum futures
positions as prices declined amid currency and oil price
fluctuations and on fears that the global economy could be set
for a growth slowdown. These losses were mitigated by gains
recorded primarily during mid September from long copper futures
positions as prices rose higher due to a rise in COMEX copper
stocks. A portion of the Partnership's overall losses was offset
by gains of approximately 3.6% recorded in the currency markets
primarily during September from short positions in the euro
relative to the British pound as prices were pushed lower on a
lack of European support for the common currency. Additional
gains were recorded during July and September from a short
Japanese yen position as its value weakened versus the U.S.
dollar on a weaker Japanese stock market, corporate failures and
overall strengthening of the U.S dollar. Total expenses for the
three months ended September 30, 2000 were $144,821, resulting in
a net loss of $597,100. The net asset value of a Unit decreased
from $2,689.07 at June 30, 2000 to $2,481.27 at September 30,
2000.

For the nine months ended September 30, 2000, the Partnership
recorded total trading revenues, including interest income, of
$333,097 and, after expenses, posted a decrease in net asset
value per Unit. The most significant losses of approximately
10.2% were recorded in the global interest rate futures markets
primarily throughout a majority of the second quarter, as well as
during July, from short positions in German bund futures as
prices were pushed higher by a rise in U.S. prices. Additional
losses were incurred primarily during February from long
positions in Japanese government bond futures as prices decreased
in response to the yen's weakness and the perception in Japan
that, despite a zero interest rate policy, 10-year interest rates
are too low. During September, losses were also recorded from
short positions in Japanese interest rate futures as bond prices
surged as investors sought refuge from declining stock prices in
the U.S. and Japan. In the global stock index futures markets,
losses of approximately 4.8% were incurred throughout a majority
of the first quarter and during April, late July and September
from long positions in S&P 500 Index futures as domestic stock
prices declined due to volatility in the technology sector and
fears that the Federal Reserve will be forced to take aggressive
action to slow the economy. In soft commodities, losses of
approximately 3.4% were incurred primarily during July from short
positions in cotton futures as prices moved higher amid fears
that the dryness and heat in Texas would slash the size of the
U.S. crop. In the metals markets, losses of approximately 2.2%

were recorded throughout a majority of the third quarter from
long aluminum futures positions as prices declined amid currency
and oil price fluctuations and on fears that the global economy
could be set for a growth slowdown. A portion of the
Partnership's overall losses was offset by gains of approximately
11.3% recorded in the energy markets primarily during May from
long positions in natural gas futures as prices continued their
upward trend on fears that inventory levels remain low and that
U.S. demand will outstrip production. Additional gains were
recorded during February from long positions in crude oil futures
as prices increased due to a combination of cold weather,
declining inventories and increasing demand. Oil prices also
increased during June in reaction to the dismissal by OPEC of a
price setting mechanism and a promise of only a modest production
increase. In the currency markets, gains of approximately 4.6%
were recorded primarily during March, April and September from
short positions in the euro as the value of the European common
currency weakened versus the U.S. dollar and British pound on a
lack of European support. Offsetting currency losses were
experienced during March as the value of the Japanese yen
reversed higher versus the U.S. dollar, despite dollar buying
intervention by the Bank of Japan on two occasions during that
month. During April and early May, additional losses were
recorded from long positions in the Japanese yen as its value
weakened relative to the U.S. dollar amid fears of an additional
Bank of Japan intervention and as Japanese consumer confidence

remained sluggish. In the agricultural markets, gains of
approximately 1.3% were recorded primarily during June and July
from short corn futures positions as corn prices were pressured
lower by a damp weather forecast in the U.S. midwest. Total
expenses for the nine months ended September 30, 2000 were
$519,349, resulting in a net loss of $186,252. The net asset
value of a Unit decreased from $2,556.25 at December 31, 1999 to
$2,481.27 at September 30, 2000.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK

Introduction
The Partnership is a commodity pool engaged primarily in the
speculative trading of futures and forwards. The market-sensitive
instruments held by the Partnership are acquired for speculative
trading purposes only and, as a result, all or substantially all
of the Partnership's assets are at risk of trading loss. Unlike
an operating company, the risk of market-sensitive instruments is
central, not incidental, to the Partnership's main business
activities.

The futures and forwards traded by the Partnership involve varying
degrees of related market risk. Market risk is often dependent
upon changes in the level or volatility of interest rates,
exchange rates, and prices of financial instruments and
commodities. 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 experience 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 using 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 and forwards are settled daily through variation
margin.

The Partnership's risk exposure in the market sectors traded by
the Trading Manager 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 on 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 Manager 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 September 30, 2001 and 2000.
At September 30, 2001 and 2000, the Partnership's total
capitalization was approximately $8 million and $7 million,
respectively.
Primary Market September 30, 2001 September 30, 2000
Risk Category Value at Risk Value at Risk

Interest Rate (1.82)% (0.57)%

Currency (1.20) (2.78)
Equity (0.26) -
Commodity (1.03) (2.40)

Aggregate Value at Risk (2.14)% (3.28)%

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 September 30, 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 and forwards,
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 quarter-end 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 October
1, 2000 through September 30, 2001.
Primary Market Risk Category High Low Average
Interest Rate (2.79)% (1.10)% (1.93)%

Currency (2.93) (1.20) (2.08)

Equity (0.26) (0.10) (0.21)

Commodity (2.25) (1.03) (1.50)

Aggregate Value at Risk (3.87)% (2.14)% (3.26)%

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 typically 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 September 30, 2001 and for the end of the four
quarterly reporting periods from October 1, 2000 through September
30, 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 September 30, 2001, the Partnership's cash balance at Morgan
Stanley DW was approximately 89% 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 material.

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

Qualitative Disclosures Regarding Primary Trading Risk Exposures
The following qualitative disclosures regarding the Partnership's
market risk exposures - except for (A) those disclosures that are
statements of historical fact and (B) the descriptions of how the
Partnership manages its primary market risk exposures - constitute
forward-looking statements within the meaning of Section 27A of
the Securities Act and Section 21E of the Securities Exchange Act.
The Partnership's primary market risk exposures as well as the
strategies used and to be used by Demeter and the Trading Manager
for managing such exposures are subject to numerous uncertainties,
contingencies and risks, any one of which could cause the actual
results of the Partnership's risk controls to differ materially
from the objectives of such strategies. Government interventions,

defaults and expropriations, illiquid markets, the emergence of
dominant fundamental factors, political upheavals, changes in
historical price relationships, an influx of 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 September 30, 2001, by market sector. It may be
anticipated, however, that these market exposures will vary
materially over time.

Interest Rate. The largest market exposure at September 30, 2001
was to the global interest rate complex. Exposure was primarily
spread across the German and U.S. interest rate sectors. Interest
rate movements directly affect the price of the sovereign bond
futures positions held by the Partnership and indirectly affect
the value of its stock index and currency positions. Interest
rate movements in one country as well as relative interest rate
movements between countries materially impact the Partnership's
profitability. The Partnership's primary interest rate exposures
are 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.

Currency. The second largest market exposure of the Partnership
at September 30, 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. The Partnership trades
in a large number of currencies, including cross-rates - i.e.,
positions between two currencies other than the U.S. dollar. At
September 30, 2001, the Partnership's major exposures were to the
euro currency crosses and outright U.S. dollar positions.
Outright positions consist of the U.S. dollar vs. other
currencies. These other currencies include major and minor
currencies. Demeter does not anticipate that the risk 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.

Equity. The Partnership's primary equity exposure at September
30, 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 September 30, 2001, the
Partnership's primary exposure was to the S&P 500 (U.S.) stock
index. The Partnership is primarily exposed to the risk of
adverse price trends or static markets in the U.S. 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 September 30, 2001, the Partnership's energy
exposure was shared primarily by futures contracts in the
crude oil and 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.

Metals. The Partnership's metals exposure at September 30,
2001 was to fluctuations in the price of precious metals
such as gold, and base metals such as aluminum, copper,
nickel and zinc. Economic forces, supply and demand
inequalities, geopolitical factors and market expectations
influence price movement in these markets. The Trading
Manager has, 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.

Soft Commodities and Agriculturals. At September 30, 2001,
the Partnership had exposure to the markets that comprise
these sectors. Most of the exposure was to the cocoa,
coffee and corn markets. Supply and demand inequalities,
severe weather disruption and market expectations affect
price movements in these markets.

Qualitative Disclosures Regarding Non-Trading Risk Exposure
The following was the only non-trading risk exposure of the
Partnership at September 30, 2001:

Foreign Currency Balances. The Partnership's primary
foreign currency balances at September 30, 2001 were in
Australian dollars, Japanese yen and British pounds. 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 Manager, separately, attempt to
manage the risk of the Partnership's open positions in
essentially the same manner in all market categories traded.
Demeter attempts to manage market exposure by diversifying the
Partnership's assets among different market sectors and trading
approaches, and monitoring the performance of the Trading Manager
daily. In addition, the Trading Manager establishes
diversification guidelines, often set in terms of the maximum
margin to be committed to positions in any one market sector or
market-sensitive instrument.

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

PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS
Please refer to Legal Proceedings previously disclosed in the
Partnership's Form 10-Q for the quarter ended June 30, 2001.

Item 6. Exhibits and Reports on Form 8-K
(A) Exhibits
3.01 Limited Partnership Agreement of the Partnership, dated as
of October 28, 1988 is incorporated by reference to Exhibit
3.01 and Exhibit 3.02 of the Partnership's Registration
Statement on Form S-1, (File No.24662).

10.01 Management Agreement among the Partnership, Demeter
Management Corporation and Dean Witter Futures & Currency
Management Inc. dated as of October 28, 1988 is
incorporated by reference to Exhibit 10.02 of the
Partnership's Registration Statement on Form S-1, (File
No.24462).

10.02 Amended and Restated Customer Agreement between the
Partnership and Morgan Stanley DW Inc., dated as of May 19,
2000 is incorporated by reference to Exhibit 10.01 of the
Partnership's Form 8-K (File No. 0-17446) filed with the
Securities and Exchange Commission on November 13, 2001.

10.03 Commodity Futures Customer Agreement between Morgan Stanley
& Co. Incorporated and the Partnership, and acknowledged
and agreed to by Morgan Stanley DW Inc., dated as of May 1,
2000, is incorporated by reference to Exhibit 10.02 of the
Partnership's Form 8-K (File No. 0-17446) filed with the
Securities and Exchange Commission on November 13, 2001.

10.04 Customer Agreement between the Partnership and Morgan
Stanley & Co. International Limited, dated as of May 1,
2000, is incorporated by reference to Exhibit 10.04 of the
Partnership's Form 8-K (File No. 0-17446) filed with the
Securities and Exchange Commission on November 13, 2001.

10.05 Foreign Exchange and Options Master Agreement between
Morgan Stanley & Co. Incorporated and the Partnership,
dated as of April 30, 1999, is incorporated by reference to
Exhibit 10.05 of the Partnership's Form 8-K (File No. 0-
17446) filed with the Securities and Exchange Commission on
November 13, 2001.

10.06 Securities Account Control Agreement among the Partnership,
Morgan Stanley & Co. Incorporated, and Morgan Stanley DW
Inc., dated as of May 1, 2000, is incorporated by reference
to Exhibit 10.03 of the Partnership's Form 8-K (File No. 0-
17446) filed with the Securities and Exchange Commission on
November 13, 2001.

(B) Reports on Form 8-K. - None.

SIGNATURE

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

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

By: Demeter Management Corporation
(General Partner)

November 13, 2001 By:/s/Raymond E. Koch
Raymond E. Koch
Chief Financial Officer

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