WITTER DEAN PRINCIPAL PLUS FUND L P - 10-Q Quarterly Report

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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, 2002 or

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

Commission File Number 0-18314

DEAN WITTER PRINCIPAL PLUS FUND L.P.

(Exact name of registrant as specified in its charter)

Delaware 13-3541588
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

Demeter Management Corporation
c/o Managed Futures Department,
Harborside Financial Center
Plaza Two, 1st Floor, Jersey City, NJ 07311
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (201) 209-8400

825 Third Ave., 8th Floor, New York, NY 10022

(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 PRINCIPAL PLUS FUND L.P.

INDEX TO QUARTERLY REPORT ON FORM 10-Q

September 30, 2002

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

DEAN WITTER PRINCIPAL PLUS FUND L.P.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

DEAN WITTER PRINCIPAL PLUS FUND L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

DEAN WITTER PRINCIPAL PLUS FUND L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

DEAN WITTER PRINCIPAL PLUS FUND L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
For the Nine Months Ended September 30, 2002 and 2001
(Unaudited)

DEAN WITTER PRINCIPAL PLUS FUND L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

DEAN WITTER PRINCIPAL PLUS FUND L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2002

(Unaudited)

The unaudited consolidated 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 Principal Plus Fund L.P. (the
"Partnership"). The consolidated financial statements and
condensed notes herein should be read in conjunction with the
Partnership's December 31, 2001 Annual Report on Form 10-K.

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

The Partnership's general partner is Demeter Management
Corporation ("Demeter"). The non-clearing commodity broker is
Morgan Stanley DW Inc. ("Morgan Stanley DW"). The clearing
commodity brokers are Morgan Stanley & Co., 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. The trading manager to the
Partnership is RXR, Inc. (the "Trading Manager").

DEAN WITTER PRINCIPAL PLUS FUND L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

On February 27, 2002, the Partnership received notification of a
preliminary entitlement to payment from the Sumitomo Copper
Litigation Settlement Administrator. The Partnership received
payment of this settlement award in the amount of $722,195 as of
August 31, 2002.

2. Revenue Recognition
The zero-coupon United States Treasury Securities ("the Yield
Pool") are valued at cost plus accreted interest with the
accumulated unrealized gain on the zero-coupon U.S. Treasury
Securities separately disclosed. The year-to-date change in the
Yield Pool's market value is reflected in the consolidated
statements of operations. The consolidated statements of
financial condition and the consolidated statements of operations
have been reconciled to reflect net assets, net asset value per
unit and net income (loss) in accordance with the terms of the
Limited Partnership Agreement. For the quarter ended September
30, 2002, $459,454 of interest income has been accreted on the
Yield Pool. At September 30, 2002, the cost of the Yield Pool was
$22,353,570 and the accreted interest receivable thereon was
$10,151,843. The market value of the Yield Pool on September 30,
2002 was $33,814,674.

DEAN WITTER PRINCIPAL PLUS FUND L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3. Related Party Transactions
The Partnership's cash is on deposit with Morgan Stanley DW, MS &
Co., and MSIL in futures, forwards and options trading accounts to
meet margin requirements as needed. Morgan Stanley DW pays
interest on these funds based on a prevailing rate on U.S.
Treasury bills. The Partnership pays brokerage fees to Morgan
Stanley DW.

4. Financial Instruments
The Partnership trades futures contracts, options on 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 influence the market value of these contracts,
including interest rate volatility.

The market value of contracts is based on closing prices quoted
by the exchange, bank or clearing firm through which the
contracts are traded.

DEAN WITTER PRINCIPAL PLUS FUND L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The Partnership's contracts are accounted for on a trade-date
basis and marked to market on a daily basis. The Partnership
accounts for its derivative investments in accordance with the
provisions of Statement of Financial Accounting 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, reported as a
component of "Equity in futures interests trading accounts" on the
consolidated statements of financial condition, and their longest
contract maturities were as follows:

DEAN WITTER PRINCIPAL PLUS FUND L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Net Unrealized Gains (Losses)
on Open Contracts Longest Maturities
Off- Off-
Exchange- Exchange- Exchange- Exchange-
Date Traded Traded Total Traded Traded
$ $ $
Sep. 30, 2002 (53,952) (3,702) (57,654) Mar. 2003 Dec. 2002
Dec. 31, 2001 361,492 13,576 375,068 Mar. 2002 Mar. 2002

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 consolidated statements of
financial condition.

The Partnership also has credit risk because Morgan Stanley DW, MS
& Co., and MSIL act as the futures commission merchants or the
counterparties, with respect to most of the Partnership's assets.
Exchange-traded futures and futures-styled options contracts are
marked to market on a daily basis, with variations in value
settled on a daily basis. Each of Morgan Stanley DW, MS & Co., and
MSIL, as a futures commission merchant for the Partnership's
exchange-traded futures and futures-styled options contracts, are
required, pursuant to regulations of the Commodity Futures Trading
Commission ("CFTC"), to segregate from their own assets, and for
the sole benefit of their commodity customers, all funds held by
them with respect to exchange-traded futures and futures-styled

DEAN WITTER PRINCIPAL PLUS FUND L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONCLUDED)

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 $3,128,163 and
$3,634,306 at September 30, 2002 and December 31, 2001,
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 to 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, forwards, and options
trading 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, 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.

There are no material trends, demands, commitments, events or
uncertainties known at the present time that will result in or
that are reasonably likely to result in the Partnership's
liquidity increasing or decreasing in any material way.

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 additional units of
limited partnership interest ("Unit(s)") 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.

There are no known material trends, favorable or unfavorable, nor
any expected material changes to the Partnership's capital
resource arrangements at the present time.

The Partnership has no off-balance sheet arrangements, nor
contractual obligations or commercial commitments to make future
payments that would affect the Partnership's liquidity or capital
resources. The contracts traded by the Partnership are accounted
for on a trade-date basis and marked to market on a daily basis.
The value of foreign currency forward contracts is based on the
spot rate as of the close of business, New York City time, on a
given day.

Results of Operations
General. The Partnership's results depend on the Trading Manager
and the ability of the Trading Manager's trading programs to take
advantage of price movements or other profit opportunities in the
futures, forwards, and options markets. The following presents a
summary of the Partnership's operations for the three and nine
month periods ended September 30, 2002 and 2001, and a general
discussion of its trading activities during each period. It is
important to note, however, that the Trading Manager trades in

various markets at different times and that prior activity in a
particular market does not mean that such market will be actively
traded by the Trading Manager or will be profitable in the future.
Consequently, the results of operations of the Partnership are
difficult to discuss other than in the context of the Trading
Manager's trading activities on behalf of the Partnership and how
the Partnership has performed in the past.

The Partnership's results of operations are set forth in financial
statements prepared in accordance with United States generally
accepted accounting principles, which require the use of certain
accounting policies that affect the amounts reported in these
financial statements, including the following: The contracts the
Partnership trades are accounted for on a trade-date basis and
marked to market on a daily basis. The difference between their
cost and market value is recorded on the Consolidated Statements
of Operations as "Net change in unrealized profit/loss" for open
(unrealized) contracts, and recorded as "Realized profit/loss"
when open positions are closed out, and the sum of these amounts
constitutes the Partnership's trading revenues. Earned interest
income revenue, as well as management fees, incentive fees and
brokerage fees expenses of the Partnership are recorded on an
accrual basis.

Demeter believes that, based on the nature of the operations of
the Partnership, no assumptions other than those presently used

relating to the application of critical accounting policies are
reasonably plausible that could affect reported amounts.

For the Quarter and Nine Months Ended September 30, 2002
For the quarter ended September 30, 2002, the Partnership
recorded total trading revenues, including interest income and
change in value of the Yield Pool, of $965,264 and posted an
increase in net asset value per Unit. Trading gains of
approximately 2.6% were recorded in the global interest rate
futures markets, primarily during July and August, from previously
established long U.S. and European interest rate futures
positions, as investors wrested capital from global stock indices
and sought the "safety" of bonds. Additional gains of
approximately 1.4% were attributed to an increase in the value of
the zero-coupon U.S. Treasury securities held in the guarantee
portion of the Partnership. These gains were partially offset by
losses of approximately 2.7% recorded in the global stock index
futures markets primarily from long positions in S&P 500 Index
futures, as U.S. equity prices retreated on continued geopolitical
concerns and further uncertainty surrounding a global economic
recovery. Additional losses of approximately 0.5% were recorded
in the currency markets primarily from long Swiss franc/Japanese
yen cross-rate positions as the value of the Japanese yen
increased versus the Swiss franc. On February 27, 2002, the
Partnership received notification of a preliminary entitlement to
payment from the Sumitomo Copper Litigation Settlement
Administrator. The Partnership received payment of this

settlement award in the amount of $722,195 as of August 31, 2002.
Total expenses for the three months ended September 30, 2002 were
$472,430, resulting in income before minority interest of
$492,834. The minority interest in such income was $3,667,
resulting in net income of $489,167 for the Partnership. After
reducing net income for the change in excess market value over
amortized cost of zero-coupon U.S. Treasury Securities, the net
asset value of a Unit increased from $1,992.00 at June 30, 2002
to $2,024.30 at September 30, 2002.

For the nine months ended September 30, 2002, the Partnership
recorded total trading revenues, including interest income and
change in value of the Yield Pool, of $1,771,058 and posted an
increase in net asset value per Unit. Trading losses of
approximately 4.8% were recorded in the global stock index futures
markets primarily from long positions in S&P 500 Index futures, as
U.S. equity prices decreased throughout a majority of the first
nine months of the year on geopolitical concerns and uncertainty
surrounding a global economic recovery. Additional losses of
approximately 0.3% were recorded in the agricultural markets from
both long and short positions in sugar futures as trendless price
activity persisted throughout the period. A portion of the
Partnership's trading losses was offset by gains of approximately
4.4% in the global interest rate futures markets during the period
of June through September from long positions in U.S. and European
interest rate futures as the global economic situation

deteriorated further amid falling equity prices, concerns
regarding corporate accounting integrity and weak economic data.
Additional gains of approximately 0.4% were recorded in the
currency markets, primarily during May and June, from previously
established long positions in the euro and Swiss franc relative to
the U.S. dollar as the value of these currencies increased versus
the dollar due to uncertainty regarding a global economic
recovery. Total expenses for the nine months ended September 30,
2002 were $1,424,486, resulting in income before minority
interest of $346,572. The minority interest in such income was
$38,693, resulting in net income of $385,265 for the Partnership.
After reducing net income for the change in excess of market
value over amortized cost of zero-coupon U.S. Treasury
Securities, the net asset value of a Unit increased from
$1,983.47 at December 31, 2001 to $2,024.30 at September 30,
2002.

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 and
change in value of the Yield Pool, of $1,578,448 and posted an
increase in net asset value per Unit. The most significant
gains of approximately 4.0% were recorded throughout a majority
of the quarter in the global interest rate futures markets from
long positions in U.S. and European interest rate futures as
prices trended higher amid continued concerns for the sluggish

U.S. economy, interest rate cuts by the U.S. and European
Central Banks and as investors sought a safe haven from
declining stock prices. In the metals markets, profits of
approximately 0.3% were recorded primarily during July and
September from short positions in nickel and copper futures as
prices declined due to higher inventories and weak demand. In
the agricultural markets, gains of approximately 0.2% were
recorded primarily during July from long positions in soybean
oil futures as soybean prices increased on forecasts for hotter
and drier weather in the U.S. midwest. In the currency markets,
profits of approximately 0.2% were recorded primarily during
September from 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. These gains were partially offset by losses
of approximately 3.8% recorded throughout the majority of the
quarter in the global stock index futures markets from long
positions in S&P 500 Index futures as equity prices continued
their decline amid worries regarding global economic
uncertainty. In the energy markets, losses of approximately
0.2% were incurred primarily during August from short positions
in crude oil futures as prices rose amid declining inventories
and growing tensions in the Middle East. During September,
losses were incurred from long positions in crude oil futures
as the trend in oil prices reversed sharply lower due to newly
heightened concerns over the effects of a global economic

slowdown on oil demand. Total expenses for the three months
ended September 30, 2001 were $496,386, resulting in income
before minority interest of $1,082,062. The minority interest
in such income was $10,852, resulting in net income of
$1,092,914 for the Partnership. After reducing net income for
the change in excess market value over amortized cost of zero-
coupon U.S. Treasury Securities, the net asset value of a Unit
increased from $1,914.62 at June 30, 2001 to $1,930.11 at
September 30, 2001.

For the nine months ended September 30, 2001, the Partnership
recorded total trading revenues, including interest income and
change in value of the Yield Pool, of $2,290,024 and, after
expenses and reduction to net income for the change in excess
market value over amortized cost of zero-coupon U.S. Treasury
Securities, posted a decrease in net asset value per Unit.
Trading losses of approximately 5.7% were recorded in the
global stock index futures markets primarily during February,
March, June and throughout a majority of the third quarter from
long positions in S&P 500 Index futures as the trend in equity
prices continued sharply lower amid worries regarding global
economic uncertainty. In the energy markets, losses of
approximately 0.7% were recorded 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. These losses were partially offset by gains of

approximately 4.0% recorded in the global interest rate futures
markets primarily during January from long positions in
eurodollar futures as prices moved higher due to a surprise
interest rate cut by the U.S. Federal Reserve on January 3rd
and the subsequent anticipation of an additional interest rate
cut by the U.S. Federal Reserve later in January. Throughout a
majority of the third quarter, additional profits were recorded
from long positions in U.S. and European interest rate futures
as prices continued trending higher amid continued concerns for
the sluggish U.S. economy, interest rate cuts by the U.S. and
European Central Banks and as investors sought a safe haven
from declining stock prices. In soft commodities, gains of
approximately 0.7% were recorded throughout a majority of the
first and second quarters from short cotton futures positions
as prices moved lower on weak export sales and low demand. In
the currency markets, gains of approximately 0.4% were recorded
primarily from transactions involving the Singapore dollar.
Total expenses for the nine months ended September 30, 2001
were $1,526,267, resulting in income before minority interest
of $763,757. The minority interest in such income was $89,389,
resulting in net income of $853,146 for the Partnership. After
expenses and reduction to net income for the change in excess
market value over amortized cost of zero-coupon U.S. Treasury
Securities, the net asset value of a Unit decreased from
$1,941.87 at December 31, 2000 to $1,930.11 at September 30,
2001.

Item 3. 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 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 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 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 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. In other words, one-
day VaR for a portfolio is a number such that losses in this
portfolio are estimated to exceed the VaR only one day in 100.

VaR is calculated using historical simulation. Demeter uses
approximately four years of daily market data (1,000
observations) and revalues its portfolio (using delta-gamma

approximations) for each of the historical market moves that
occurred over this time period. This generates a probability
distribution of daily 'simulated profit and loss' outcomes. The
VaR is the appropriate percentile of this distribution. For
example, the 99% one-day VaR would represent the 10th worst
outcome from Demeter's simulated profit and loss series.

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.
Please further note that VaR as described above may not be
comparable to similarly titled measures used by other entities.

The Partnership's Value at Risk in Different Market Sectors
The following table indicates the VaR associated with the
Partnership's open positions as a percentage of total net assets
by primary market risk category at September 30, 2002 and 2001. At
September 30, 2002 and 2001, the Partnership's total
capitalization was approximately $35 million and $37 million,
respectively.

Primary Market September 30, 2002 September 30, 2001
Risk Category Value at Risk Value at Risk

Equity (0.39)% (0.59)%
Interest Rate (0.14) (0.47)
Currency (0.09) (0.18)
Commodity (0.04) (0.12)
Aggregate Value at Risk (0.41)% (0.70)%

The VaR for a market category represents the one-day downside
risk for the aggregate exposures associated with this market
category. The aggregate VaR, listed above for the Partnership,
represents the aggregate VaR of the Partnership's open positions
across all market categories, and is less than the sum of the
VaRs for all such market categories due to the diversification
benefit across assets classes.

The table above represents the VaR of the Partnership's open
positions at September 30, 2002 and 2001 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 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, 2001 through September 30, 2002.

Primary Market Risk Category High Low Average
Equity (1.03)% (0.39)% (0.81)%
Interest Rate (0.60) (0.14) (0.30)
Currency (0.30) (0.09) (0.21)
Commodity (0.15) (0.04) (0.10)
Aggregate Value at Risk (1.10)% (0.41)% (0.90)%

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, 2002 and 2001, and for the end of
the four quarterly reporting periods from October 1, 2001 through
September 30, 2002. 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, 2002, the Partnership's cash balance at Morgan
Stanley DW was approximately 7% 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.

The Partnership also has non-trading risk on the zero-coupon U.S.
Treasury Securities it holds to support the guaranteed net asset
value per Unit at the Guaranteed Redemption Date of August 31,
2003. The fair value of these securities is subject to interest
rate risk.

For non-trading securities, the Partnership measures its market
risk using sensitivity analysis. The sensitivity analysis
estimates the potential change in fair value based on a
hypothetical 10% change in interest rates. Based on the current

valuation of the Partnership's zero-coupon U.S. Treasury
Securities, such a change in interest rates will cause an
approximately 5.17% decline in their fair value. Such a change
will not have a material effect on the net asset value per Unit.

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, 2002 by market sector. It may be
anticipated, however, that these market exposures will vary
materially over time.

Equity. The primary market exposure of the Partnership at
September 30, 2002 was to the global stock index sector. The
primary equity exposure was to price risk in the G-7 countries.
The G-7 countries consist of France, the U.S., Britain, Germany,
Japan, Italy, and Canada. The stock index futures traded by the
Partnership are by law limited to futures on broadly-based
indices. At September 30, 2002, the Partnership's primary
exposures were to the S&P 500 (U.S.) and Nikkei (Japan) stock
indices. The Partnership is 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.

Interest Rate. The second largest market exposure at
September 30, 2002 was to the global interest rate complex.
Exposure was primarily spread across the U.S. and European
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 exposure is generally to interest rate fluctuations
in the U.S. and the other G-7 countries. However, the
Partnership also takes futures positions in the government debt
of smaller nations - e.g., Australia. Demeter anticipates that
the G-7 countries' interest rates will remain the primary
interest rate exposure of the Partnership for the foreseeable
future. The speculative futures positions held by the
Partnership may range from short to long-term instruments.
Consequently, changes in short, medium or long-term interest
rates may have an effect on the Partnership.

Currency. The Partnership's currency exposure at September 30,
2002 was to exchange rate fluctuations, primarily fluctuations
which disrupt the historical pricing relationships between
different currencies and currency pairs. Interest rate changes
as well as political and general economic conditions influence
these fluctuations. The Partnership trades a large number of

currencies, including cross-rates - i.e., positions between two
currencies other than the U.S. dollar. At September 30, 2002,
the Partnership's major exposures were to the euro and Japanese
yen cross-rates 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 U.S.-based
Partnership in expressing VaR in a functional currency other than
U.S. dollars.

Commodity
Energy. At September 30, 2002, the Partnership's energy
exposure was primarily to futures contracts in crude oil and
natural gas. Price movements in these markets result from
political developments in the Middle East, weather patterns,
and other economic fundamentals. Significant profits and
losses, which have been experienced in the past, are
expected to continue to be experienced in 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 September 30, 2002,
the Partnership had exposure to the sugar and cotton
markets. Supply and demand inequalities, severe weather
disruption, and market expectations affect price movements
in these markets.

Metals. The Partnership's metals exposure at September 30,
2002 was to fluctuations in the price of base metals, such
as copper and nickel. Economic forces, supply and demand
inequalities, geopolitical factors and market expectations
influence price movements in these markets. The Trading
Manager, from time to time, takes positions when market
opportunities develop. Demeter anticipates that the
Partnership will continue to be exposed to the base metals
markets.

Qualitative Disclosures Regarding Non-Trading Risk Exposure
The following were the only non-trading risk exposures of the
Partnership at September 30, 2002:

Foreign Currency Balances. The Partnership's primary foreign
currency balances at September 30, 2002 were in euro and
Japanese yen. 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.

Zero-coupon U.S. Treasury Securities
It is the Partnership's intention to hold the zero-coupon
U.S. Treasury Securities until their August 15, 2003
maturity date except as needed to fund quarterly
redemptions. Consequently, the period to period interest
rate risk these securities are subject to is not considered
material.

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 instruments, cash and zero-coupon U.S. Treasury
Securities. Cash and zero-coupon U.S. Treasury Securities are the
only Partnership investments directed by Demeter, rather than the
Trading Manager.

Item 4. CONTROLS AND PROCEDURES

(a) As of a date within 90 days of the filing date of this
quarterly report, the President and Chief Financial
Officer of the general partner, Demeter, have evaluated
the Partnership's disclosure controls and procedures, and
have judged such controls and procedures to be effective.

(b) There have been no significant changes in the
Partnership's internal controls or in other factors that
could significantly affect these controls subsequent to
the date of their evaluation.

PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS
None.

Item 5. OTHER INFORMATION
Changes in Management
The following changes have been made to the Board of Directors
and Officers of Demeter Management Corporation, the general
partner:

Mr. Robert E. Murray resigned the position of President of
Demeter. Mr. Murray, however, retains his position as Chairman
and as a Director of Demeter.

Mr. Jeffrey A. Rothman, age 41, was named President and a
Director of Demeter. Mr. Rothman is the Executive Director of
Morgan Stanley Managed Futures, responsible for overseeing all
aspects of the firm's managed futures department. He is also
President and a Director of Morgan Stanley Futures & Currency
Management Inc., Morgan Stanley's internal commodity trading
advisor. Mr. Rothman has been with the Managed Futures
Department for sixteen years and most recently held the position
of National Sales Manager, assisting Branch Managers and
Financial Advisors with their managed futures education,
marketing, and asset retention efforts. Throughout his career,

Mr. Rothman has helped with the development, marketing, and
administration of approximately 33 commodity pool investments.
Mr. Rothman is an active member of the Managed Funds Association
and serves on its Board of Directors.

Mr. Frank Zafran, age 47, will become a Director of Demeter and
of Morgan Stanley Futures & Currency Management Inc. once he has
registered with the National Futures Association as an associated
person of both firms, which registration is currently pending.
Mr. Zafran is an Executive Director of Morgan Stanley and, in
September 2002, was named Chief Administrative Officer of Morgan
Stanley's Global Products and Services Division. Mr. Zafran
joined the firm in 1979 and has held various positions in
Corporate Accounting and the Insurance Department, including
Senior Operations Officer - Insurance Division, until his
appointment in 2000 as Director of 401(k) Plan Services,
responsible for all aspects of 401(k) Plan Services including
marketing, sales and operations. Mr. Zafran received a B.S.
degree in Accounting from Brooklyn College, New York.

Mr. Raymond E. Koch resigned the position of Chief Financial
Officer of Demeter.

Mr. Jeffrey D. Hahn, age 45, was named Chief Financial Officer of
Demeter. Mr. Hahn began his career at Morgan Stanley in 1992 and
is currently an Executive Director responsible for

the management and supervision of the accounting, reporting, tax
and finance functions for the firm's private equity, managed
futures, and certain legacy real estate investing activities. He
is also Chief Financial Officer of Morgan Stanley Futures &
Currency Management Inc. From August 1984 through May 1992, Mr.
Hahn held various positions as an auditor at Coopers & Lybrand,
specializing in manufacturing businesses and venture capital
organizations. Mr. Hahn received his B.A. in economics from St.
Lawrence University in 1979, an M.B.A. from Pace University in
1984, and is a Certified Public Accountant.

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

(A) Exhibits

3.01 Amended and Restated Limited Partnership Agreement of the
Partnership, dated as of August 29, 1995, is incorporated
by reference to Exhibit 3.01 and Exhibit 3.02 of the
Partnership's Registration Statement (File No. 33-95414)
on Form S-1.
10.01 Amended and Restated Management Agreement among the
Partnership, Demeter and RXR, Inc., dated as of December
29, 1995, is incorporated by reference to Exhibit 10.02
of the Partnership's Registration Statement (File No.
33-95414) on Form S-1.
10.02 Amended and Restated Management Agreement between the
Partnership and Dean Witter Reynolds Inc., dated as of
December 29, 1995, is incorporated by reference to
Exhibit 10.01 of the Partnership's Registration Statement
(File No. 33-95414) on Form S-1.
10.03 Amended and Restated Customer Agreement between the
Partnership and Morgan Stanley DW, dated as of June 22,
2000, is incorporated by reference to Exhibit 10.01 of
the Partnership's Form 8-K (File No. 0-18314) filed with
the Securities and Exchange Commission on November 13,
2001.

10.04 Commodity Futures Customer Agreement between MS & Co. and
the Partnership, and acknowledged and agreed to by Morgan
Stanley DW, dated as of May 1, 2000, is incorporated by
reference to Exhibit 10.02 of the Partnership's Form 8-K
(File No. 0-18314) with the Securities and Exchange
Commission on November 13, 2001.
10.05 Customer Agreement between the Partnership and MS & Co.,
dated as of May 1, 2000, is incorporated by reference to
Exhibit 10.04 of the Partnership's Form 8-K (File No.
0-18314) filed with the Securities and Exchange
Commission on November 13, 2001.
10.06 Foreign Exchange and Options Master Agreement between MS
& Co. 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. 0-18314) filed with the
Securities and Exchange Commission on November 13, 2001.
10.07 Securities Account Control Agreement among the
Partnership, MS & Co. and Morgan Stanley DW dated as of
May 1, 2000, is incorporated by reference to Exhibit
10.03 of the Partnership's Form 8-K (File No. 0-18314)
filed with the Securities and Exchange Commission on
November 13, 2001.
99.01 Certification of Periodic Report by Jeffrey A. Rothman,
President of Demeter Management Corporation, the general
partner of the Partnership.
99.02 Certification of Periodic Report by Jeffrey D. Hahn,
Chief Financial Officer of Demeter Management
Corporation, the general partner of the Partnership.

(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 Principal Plus Fund L.P.
(Registrant)

By: Demeter Management Corporation
(General Partner)

November 14, 2002 By: /s/Jeffrey D. Hahn
Jeffrey D. Hahn
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.

CERTIFICATIONS

I, Jeffrey A. Rothman, President of Demeter Management
Corporation, the general partner of the Partnership, certify that:

1. I have reviewed this quarterly report on Form 10-Q of the
Partnership;

2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
quarterly report;

3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report,
fairly present in all material respects the financial
condition, results of operations and cash flows of the
Partnership as of, and for, the periods presented in this
quarterly report;

4. Demeter's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the Partnership and we have:

a) designed such disclosure controls and procedures to
ensure that material information relating to the
Partnership, including its consolidated subsidiaries, is
made known to us by others within those entities,
particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the Partnership's
disclosure controls and procedures as of a date within 90
days prior to the filing date of this quarterly report
(the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation
Date;
5. Demeter's other certifying officers and I have disclosed,
based on our most recent evaluation, to the Partnership's
auditors and the audit committee of Demeter's board of
directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation
of internal controls which could adversely affect the
Partnership's ability to record, process, summarize and
report financial data and have identified for the
Partnership's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant role
in the Partnership's internal controls; and

6. Demeter's other certifying officers and I have indicated in
this quarterly report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material
weaknesses.

Date: November 14, 2002 /s/ Jeffrey A. Rothman
Jeffrey A. Rothman
President,
Demeter Management Corporation,
general partner of the
Partnership

CERTIFICATIONS
I, Jeffrey D. Hahn, Chief Financial Officer of Demeter Management
Corporation, the general partner of the Partnership, certify
that:

1. I have reviewed this quarterly report on Form 10-Q of the
Partnership;

2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
quarterly report;

3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report,
fairly present in all material respects the financial
condition, results of operations and cash flows of the
Partnership as of, and for, the periods presented in this
quarterly report;

4. Demeter's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the Partnership and we have:

a) designed such disclosure controls and procedures to
ensure that material information relating to the
Partnership, including its consolidated subsidiaries,
is made known to us by others within those entities,
particularly during the period in which this quarterly
report is being prepared;

b) evaluated the effectiveness of the Partnership's
disclosure controls and procedures as of a date within
90 days prior to the filing date of this quarterly
report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation
Date;

5. Demeter's other certifying officers and I have disclosed,
based on our most recent evaluation, to the Partnership's
auditors and the audit committee of Demeter's board of
directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation
of internal controls which could adversely affect the
Partnership's ability to record, process, summarize and
report financial data and have identified for the
Partnership's auditors any material weaknesses in
internal controls; and

b) any fraud, whether or not material, that involves
management or other employees who have a significant
role in the Partnership's internal controls; and

6. Demeter's other certifying officers and I have indicated in
this quarterly report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material
weaknesses.

Date: November 14, 2002 /s/Jeffrey D. Hahn
Jeffrey D. Hahn
Chief Financial Officer,
Demeter Management Corporation,
general partner of the
Partnership

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Dean Witter Principal
Plus Fund L.P. (the "Partnership") on Form 10-Q for the period
ended September 30, 2002 as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, Jeffrey A.
Rothman, President, Demeter Management Corporation, general
partner of the Partnership, certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, that:
(1) The Report fully complies with the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents,
in all material respects, the financial condition and
results of operations of the Partnership.

By: /s/Jeffrey A. Rothman

Name: Jeffrey A. Rothman
Title: President

Date: November 14, 2002

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Dean Witter Principal
Plus Fund L.P. (the "Partnership") on Form 10-Q for the period
ended September 30, 2002 as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, Jeffrey D. Hahn,
Chief Financial Officer, Demeter Management Corporation, general
partner of the Partnership, certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, that:
(1) The Report fully complies with the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents,
in all material respects, the financial condition and
results of operations of the Partnership.

By: /s/Jeffrey D. Hahn

Name: Jeffrey D. Hahn
Title: Chief Financial Officer

Date: November 14, 2002