WITTER DEAN PRINCIPAL PLUS FUND L P - 10-K Annual Report

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

FORM 10-K

[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 [No Fee Required]
For the year ended December 31, 2002 or

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

Commission File Number 0-18314

DEAN WITTER PRINCIPAL PLUS FUND L.P.

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

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

Demeter Management Corporation
825 Third Avenue, 9th Floor
New York, NY 10022
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (212) 310-6444

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

Name of each exchange
Title of each class on which registered

None None

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

Units of Limited Partnership Interest

(Title of Class)

Indicate by check-mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No _____

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

State the aggregate market value of the Units of Limited Partnership Interest
held by non-affiliates of the registrant. The aggregate market value shall be
computed by reference to the price at which units were sold as of a specified
date within 60 days prior to the date of filing: $32,954,109 at January 31,
2003.

DOCUMENTS INCORPORATED BY REFERENCE
(See Page 1)

DEAN WITTER PRINCIPAL PLUS FUND L.P.
INDEX TO ANNUAL REPORT ON FORM 10-K
DECEMBER 31, 2002

DOCUMENTS INCORPORATED BY REFERENCE

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

Documents Incorporated Part of Form 10-K

Partnership's Prospectus dated
November 8, 1995 I

Annual Report to Dean Witter
Principal Plus Fund L.P.
Limited Partners for the year
ended December 31, 2002 II, III and IV

PART I
Item 1. BUSINESS
(a) General Development of Business. Dean Witter Principal Plus
Fund L.P. (the "Partnership") 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 commenced operations on February 14, 1990.

The Partnership's general partner is Demeter Management
Corporation ("Demeter"). The non-clearing commodity broker is
Morgan Stanley DW Inc. ("Morgan Stanley DW"). The clearing
commodity brokers are Morgan Stanley & Co. Incorporated ("MS &
Co.") and Morgan Stanley & Co. International Limited ("MSIL").
Demeter, Morgan Stanley DW, MS & Co. and MSIL are wholly-owned
subsidiaries of Morgan Stanley. SSARIS Advisors, LLC, (the
"Trading Advisor") assumed all of RXR Inc.'s responsibilities as
the trading advisor to the Partnership effective December 6, 2002.

Effective June 20, 2002, Morgan Stanley Dean Witter & Co. changed
its name to Morgan Stanley.

The Partnership's net asset value per unit of limited partnership
interest ("Unit(s)") at December 31, 2002 was $2,031.46,
representing an increase of 2.42 percent from the net asset value

per Unit of $1,983.47 at December 31, 2001. For a more detailed
description of the Partnership's business, see subparagraph (c).

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

(c) Narrative Description of Business. The Partnership is in the
business of speculative trading of futures, forwards, and options,
pursuant to trading instructions provided by its Trading Advisor.
For a detailed description of the different facets of the
Partnership's business, see those portions of the Partnership's
prospectus, dated November 8, 1995 (the "Prospectus"),
incorporated by reference in this Form 10-K, set forth below.

Facets of Business
1. Summary 1. "Summary of the Prospectus"
(Pages 2-14).

2. Commodity Markets 2. "The Futures, Options and
Forward Markets" (Pages
51-56).

3. Partnership's Commodity 3. "Trading Policies" (Page
Trading Arrangements and 62). "The Trading Advisor"
Policies (Pages 58-62). "The Yield
Pool" (Page 63). "The
Trading Company" (Pages
63-64).

4. Management of the Part- 4. "The Management Agree-
nership ment"(Pages 66-67).
"The General Partner"
(Pages 48-50) and
"The Commodity Broker"
(Pages 64-65). "The
Partnership Agreement"
(Pages 70-73).

5. Taxation of the Partner- 5. "Material Federal Income
ship's Limited Partners Tax Aspects" and "State
and Local Income Tax
Aspects" (Pages 77-86).

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

(e) Available Information. The Partnership files annual reports
on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K, and all amendments to these reports with the Securities
and Exchange Commission ("SEC"). You may read and copy any
document filed by the Partnership at the SEC's public reference
room at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for information on
the public reference room. The Partnership does not maintain an
internet website, however, the SEC maintains a website that
contains annual, quarterly, and current reports, proxy statements

and other information that issuers (including the Partnership)
file electronically with the SEC. The SEC's website address is
http://www.sec.gov.

Item 2. PROPERTIES
The Partnership's executive and administrative offices are located
within the offices of Morgan Stanley DW. The Morgan Stanley DW
offices utilized by the Partnership are located at 825 Third
Avenue, 9th Floor, New York, NY 10022.

Item 3. LEGAL PROCEEDINGS
None.

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

PART II

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

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

(b) Holders. The number of holders of Units at December 31, 2002
was approximately 1,993.

(c) Distributions. No distributions have been made by the
Partnership since it commenced operations on February 14, 1990.
Demeter has sole discretion to decide what distributions, if any,
shall be made to investors in the Partnership. Demeter currently
does not intend to make any distributions of Partnership profits.

Item 6. SELECTED FINANCIAL DATA (in dollars)

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Liquidity. The Partnership deposits its assets with Morgan Stanley
DW as non-clearing broker, and MS & Co. and MSIL as clearing
brokers in separate futures, forwards, and options trading
accounts established for the Trading Advisor, which assets are
used as margin to engage in trading. The assets are held in either
non-interest bearing bank accounts or in securities and
instruments permitted by the Commodity Futures Trading Commission
for investment of customer segregated or secured funds. The
Partnership's assets held by the commodity brokers may be used as
margin solely for the Partnership's trading. Since the
Partnership's sole purpose is to trade in futures, forwards, and
options, it is expected that the Partnership will continue to own
such liquid assets for margin purposes.

The Partnership's investment in futures, forwards, and options
may, from time to time, be illiquid. Most U.S. futures exchanges
limit fluctuations in prices during a single day by regulations
referred to as "daily price fluctuations limits" or "daily
limits". Trades may not be executed at prices beyond the daily
limit. If the price for a particular futures or option contract
has increased or decreased by an amount equal to the daily limit,
positions in that futures or options contract can neither be taken

nor liquidated unless traders are willing to effect trades at or
within the limit. Futures prices have occasionally moved the
daily limit for several consecutive days with little or no
trading. These market conditions could prevent the Partnership
from promptly liquidating its futures or options contracts and
result in restrictions on redemptions.

There is no limitation on daily price moves in trading forward
contracts on foreign currencies. The markets for some world
currencies have low trading volume and are illiquid, which may
prevent the Partnership from trading in potentially profitable
markets or prevent the Partnership from promptly liquidating
unfavorable positions in such markets, subjecting it to
substantial losses. Either of these market conditions could
result in restrictions on redemptions.

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

Capital Resources. The Partnership does not have, nor expect to

have, any capital assets. Redemptions of additional Units in the
future will affect the amount of funds available for investment in
futures, forwards, and options in subsequent periods. It is not
possible to estimate the amount and therefore, the impact of
future redemptions of Units.

There are no known material trends, favorable or unfavorable, that
would affect, nor any expected material changes to, the
Partnership's capital resource arrangements at the present time.
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 futures contracts is the settlement price on the
exchange on which that futures contract is traded on a particular
day. The value of foreign currency forward contracts is based on
the spot rate as of the close of business, New York City time, on
a given day.

Results of Operations.
General. The Partnership's results depend on the Trading Advisor
and the ability of the Trading Advisor'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
years ended December 31, 2002, and a general discussion of its
trading activities during each period. It is important to note,
however, that the Trading Advisor 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 Advisor 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
Advisor'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. The
difference between the cost of the zero-coupon U.S. Treasury
Securities and its market value is recorded as "Change in value of
Yield Pool". 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.

At December 31, 2002, Partnership's total capital was $34,385,134,
a decrease of $2,927,178 from the Partnership's total capital of
$37,312,312 at December 31, 2001. For the year ended December 31,
2002, the Partnership generated net income of $110,813 and total
redemptions aggregated $3,037,991.

For the year ended December 31, 2002, the Partnership recorded
total trading revenues, including interest income and change in
the value of the Yield Pool, of $1,960,508 and posted an increase
in net asset value per Unit. The most significant gains of
approximately 4.0% were recorded in the global interest rate

futures markets from long positions in European, Japanese,
and U.S. interest rate futures, predominantly during the third
quarter, as prices trended higher amid a shift in assets from
stocks into bonds as investors sought the safety of fixed income
investments. Additional gains of approximately 0.5% were
recorded in the currency markets during May, June, and December
from long positions in the euro, Swiss franc, and Japanese yen
versus the U.S. dollar as the dollar's value weakened amid
investors' fears concerning increased global tensions,
specifically the threat of war between India and Pakistan, the
looming threat of a military strike against Iraq, and the
resumption of North Korea's nuclear program. A portion of the
Partnership's overall gains was offset by losses of approximately
4.3% recorded in the global stock index futures markets from long
positions in U.S., European, and Japanese stock index futures as
prices continued to weaken throughout the majority of the year,
particularly during July, September, and December, amid continued
economic uncertainty and ongoing political concerns. Total
expenses for the year were $1,912,700, resulting in income before
minority interest of $47,808. The minority interest in such income
was $63,005, resulting in net income of $110,813 for the
Partnership. The net asset value of a Unit increased from
$1,983.47 at December 31, 2001 to $2,031.46 at December 31, 2002.

At December 31, 2001, the Partnership's total capital was
$37,312,312, a decrease of $2,158,035 from the Partnership's total
capital of $39,470,347 at December 31, 2000. For the year ended
December 31, 2001, the Partnership generated net income of
$1,665,637, and total redemptions aggregated $3,823,672.

For the year ended December 31, 2001, the Partnership recorded
total trading revenues, including interest income and change in
value of the Yield Pool, of $3,610,515 and posted an increase in
net asset value per Unit. The most significant gains of
approximately 3.4% were 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
later in January. Throughout a majority of the third quarter,
additional profits were recorded from long positions in U.S. and
Australian interest rate futures as prices trended higher amid
continued concerns for the sluggish U.S. economy, interest rate
cuts by the U.S. Federal Reserve and as investors sought a "safe
haven" from declining stock prices. In the currency markets,
gains of approximately 1.0% were recorded primarily from short
positions in the South African rand as its value fell to an all-

time low versus the U.S. dollar during December amid
emerging market concerns and political turmoil in neighboring
Zimbabwe. Additional currency gains were recorded from
transactions involving the Singapore dollar during the third
quarter. Profits were also recorded from short positions in the
Japanese yen as the value of the yen trended lower versus the
U.S. dollar during a majority of the fourth quarter due to
concerns regarding the overall health of the Japanese economy.
Smaller gains of approximately 0.6% were recorded in soft
commodities throughout the first and second quarters from short
cotton futures positions as prices moved lower on weak demand.
These gains were partially offset by losses of approximately 2.8%
incurred 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,
smaller 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. Total expenses for the year were $2,009,820, resulting
in income before minority interest of $1,600,695. The minority
interest in such income was $64,942, resulting in net income of
$1,665,637 for the Partnership. The net asset value of a Unit
increased from $1,941.87 at December 31, 2000 to $1,983.47
at December 31, 2001.

At December 31, 2000, the Partnership's total capital was
$39,470,347, a decrease of $4,442,369 from the Partnership's total
capital of $43,912,716 at December 31, 1999. For the year ended
December 31, 2000, the Partnership generated net income of
$3,386,012, and total redemptions aggregated $7,828,381.

For the year ended December 31, 2000, the Partnership recorded
total trading revenues, including interest income and change in
value of the Yield Pool, of $5,646,730 and posted an increase in
net asset value per Unit. The Partnership's exposure to
Australian, European, Japanese and North American fixed income
markets added value to the global interest rate futures markets
sector with gains of approximately 5.9%. The currency sector
also recorded gains of approximately 0.9% aided by a
strengthening euro and a weakening Japanese yen. The
Partnership's exposure to the energy sector also performed well
with profits of approximately 1.2%, taking advantage of falling
crude oil inventories during the early part of the year and
reactionary supply boosts later in 2000. Conversely, equity
markets declined in all G4 economies, creating a subsequent

flight-to-quality and driving nominal interest rates lower
in most major money markets. The G4 economies are the U.S.,
Japan, Germany and Britain. As a result, losses of approximately
3.2% were recorded in these markets. Exposure to agricultural
commodities markets under-performed slightly reflecting non-
directional price movement within the sector. The Partnership
experienced a profitable first quarter, despite tremendous
volatility in the U.S. stock market. The S&P 500 Index declined
through February but rallied to post a positive quarter and
enabled the hedged equity strategy to salvage a modest gain. The
Federal Reserve Bank raised the overnight borrowing rate by 50
basis points during the quarter responding to a perceived
inflationary threat. U.S. interest rates, however, continued to
decline benefiting the hedged fixed income component. The global
macro component also added value, enjoying most of its gains from
long futures positions in Sweden's OMX index as the market
advanced throughout the quarter. The second quarter was a
sluggish one for the Partnership. The Federal Reserve Bank
decided to raise short-term rates by another 50 basis points at
its May meeting, which proved to be the last proactive move made
by the U.S. Central Bank in 2000. The hedged equity component
underperformed as U.S. stocks endured a modest decline. Treasury
bonds continued to strengthen and the hedged fixed income
strategy helped to buffer the Partnership. The global macro

component underperformed due to unexpected weakness in the
U.S. dollar and simultaneous strength in the euro. Conversely,
long futures positions in the crude oil complex performed well
after OPEC failed to raise output in a timely fashion. The
Partnership's performance was relatively flat for the third
quarter. U.S. interest rates fell by an average of 15 basis
points along the yield curve benefiting the hedged fixed income
strategy. Rising energy prices prompted the Clinton
Administration to release 30 million barrels of crude oil from
the Strategic Petroleum Reserve prior to the winter months. Long
futures positions in the energy sector were adversely affected by
this decision as crude oil prices fell. Short positions in
Australian financial futures also under performed as the Reserve
Bank of Australia failed to make good on an expected interest
rate hike. The global macro component did enjoy gains from long
positions in copper futures along with short positions in New
Zealand dollar, South African rand and Australian dollar. The
Partnership posted a profitable fourth quarter due primarily to
performance in the global macro component. Interest rates fell
throughout the world, supporting the Partnership's long positions
in U.S., European and Australian financial futures. Long
positions in the Swiss franc and euro versus most major
currencies also added value. Long positions in natural gas
futures were profitable as prices rose due to a severe inventory

shortage, which was first noted in California and
continued spreading throughout the country. The S&P 500, DAX 30,
FTSE 100 and Nikkei 225 Index all posted losses for the fourth
quarter and the year 2000. Total expenses for the year were
$2,271,429, resulting in income before minority interest of
$3,375,301. The minority interest in such income was $10,711,
resulting in net income of $3,386,012 for the Partnership. The
net asset value of a Unit increased from $1,815.50 at December
31, 1999 to $1,941.87 at December 31, 2000.

The Partnership's overall performance record represents varied
results of trading in different futures, forwards, and options
markets. For an analysis of unrealized gains and (losses) by
contract type and a further description of 2002 trading results,
refer to the "Letter to the Limited Partners" in the Partnership's
Annual Report to Limited Partners for the year ended December 31,
2002, which is incorporated by reference to Exhibit 13.01 of this
Form 10-K.

The Partnership's gains and losses are allocated among its
partners for income tax purposes.

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

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

Demeter may require the Trading Advisor to modify
positions of the Partnership if Demeter believes they violate the
Partnership's trading policies.

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

There is no assurance that a clearinghouse, exchange, or
other exchange member will meet its obligations to the
Partnership, and Demeter and the commodity brokers will not
indemnify the Partnership against a default by such parties.
Further, the law is unclear as to whether a commodity broker has
any obligation to protect its customers from loss in the event of
an exchange or clearinghouse defaulting on trades effected for
the broker's customers. Any such obligation on the part of a
broker appears even less clear where the default occurs in a non-
U.S. jurisdiction.

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

unrealized trading gains on that exchange, if any, to the
Partnership's margin liability thereon.

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

Third, with respect to forward contract trading, the Partnership
trades with only those counterparties which Demeter, together
with Morgan Stanley DW, have determined to be creditworthy. The

Partnership presently deals with MS & Co. as the sole
counterparty on forward contracts.

See "Financial Instruments" under "Notes to Financial Statements"
in the Partnership's Annual Report to Limited Partners for the
year ended December 31, 2002, which is incorporated by reference
to Exhibit 13.01 of this Form 10-K.

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

Item 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Introduction

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

The futures, forwards and options traded by the Partnership
involve varying degrees of related market risk. Market risk is

often dependent upon changes in the level or volatility of
interest rates, exchange rates, and prices of financial
instruments and commodities. Fluctuations in market risk based
upon these factors result in frequent changes in the fair value
of the Partnership's open positions, and, consequently, in its
earnings and cash flow.

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

The Partnership's past performance is not necessarily indicative
of its future results. Any attempt to numerically quantify the
Partnership's market risk is limited by the uncertainty of its
speculative trading. The Partnership's speculative trading may
cause future losses and volatility (i.e., "risk of ruin") that
far exceed the Partnership's experiences to date or any
reasonable expectations based upon historical changes in market
value.

Quantifying the Partnership's Trading Value at Risk
The following quantitative disclosures regarding the Partnership's

market risk exposures contain "forward-looking statements"
within the meaning of the safe harbor from civil liability
provided for such statements by the Private Securities Litigation
Reform Act of 1995 (set forth in Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934).
All quantitative disclosures in this section are deemed to be
forward-looking statements for purposes of the safe harbor, except
for statements of historical fact.

The Partnership accounts for open positions on the basis of mark-
to-market accounting principles. Any loss in the market value of
the Partnership's open positions is directly reflected in the
Partnership's earnings, whether realized or unrealized, and its
cash flow. Profits and losses on open positions of exchange-
traded futures, forwards and options are settled daily through
variation margin.

The Partnership's risk exposure in the market sectors traded by
the Trading Advisor 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 typically does not represent the worst case
outcome.

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 distribution of daily "simulated profit and loss" outcomes.
The VaR is the appropriate percentile of this distribution. For
example, the 99% one-day VaR would represent the 10th worst
outcome from Demeter's simulated profit and loss series.

The Partnership's VaR computations are based on the risk
representation of the underlying benchmark for each instrument or
contract and does not distinguish between exchange and non-
exchange-traded instruments and is also not based on exchange
and/or dealer-based margin requirements.

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 Advisor 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 December 31, 2002 and
2001. At December 31, 2002 and 2001, the Partnership's total
capitalization was approximately $34 million and $37 million,
respectively.

Primary Market December 31, 2002 December 31, 2001
Risk Category Value at Risk Value at Risk

Equity (0.30)% (1.03)%
Interest Rate (0.14) (0.18)
Currency (0.09) (0.30)
Commodity (0.05) (0.09)
Aggregate Value at Risk (0.31)% (1.10)%

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 the market categories, and is less than the sum of the
VaRs for all such market categories due to the diversification
benefit across asset classes.

The table above represents the VaR of the Partnership's open
positions at December 31, 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 December 31, 2002 VaR by
presenting the Partnership's high, low and average VaR, as a
percentage of total net assets for the four quarterly reporting
periods from January 1, 2002 through December 31, 2002.

Primary Market Risk Category High Low Average
Equity (1.00)% (0.30)% (0.63)%
Interest Rate (0.60) (0.14) (0.29)
Currency (0.28) (0.09) (0.16)
Commodity (0.15) (0.04) (0.09)
Aggregate Value at Risk (1.09)% (0.31)% (0.70)%

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 December 31, 2002 and 2001 and for the end of
the four quarterly reporting periods during calendar year 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 December 31, 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 4.45% 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 Advisor for managing such exposures are
subject to numerous uncertainties, contingencies and risks, any
one of which could cause the actual results of the Partnership's
risk controls to differ materially from the objectives of such
strategies. Government interventions, defaults and expro-
priations, illiquid markets, the emergence of dominant
fundamental factors, political upheavals, changes in historical
price relationships, an influx of new market participants,
increased regulation and many other factors could result in
material losses as well as in material changes to the risk
exposures and the risk management strategies of the Partnership.
Investors must be prepared to lose all or substantially all of
their investment in the Partnership.

The following were the primary trading risk exposures of the
Partnership at December 31, 2002, by market sector. It may be
anticipated, however, that these market exposures will vary
materially over time.

Equity. The equity exposure of the Partnership at December
31, 2002 was to the global stock index sector, primarily equity
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 December 31, 2002, the
Partnership's greatest exposure was to the S&P 500 (U.S.) stock
index. The Partnership is exposed to the risk of adverse price
trends or static markets in stock 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 December 31,
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 primary
interest rate 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 December 31,
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
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 December 31, 2002, the
Partnership's major exposures were to the euro and Japanese yen
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 U.S.-based
Partnership in expressing VaR in a functional currency other than
U.S. dollars.

Commodity.
Energy. At December 31, 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 profit and
losses, which have been experienced in the past, are expected
to continue to be experienced in the future. Natural gas has
exhibited volatility in prices resulting from weather
patterns and supply and demand factors and will likely
continue in this choppy pattern.

Soft Commodities and Agriculturals. At December 31, 2002,
the Partnership had exposure to the markets that comprise
these sectors. Most of the exposure was to the corn 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 December 31,
2002 was to fluctuations in the price of base metals, such
as nickel. Economic forces, supply and demand inequalities,
geopolitical factors and market expectations influence price
movements in these markets. The Trading Advisor, from time
to time, takes positions when market opportunities develop
and Demeter anticipates that the Partnership will continue
to do so.

Qualitative Disclosures Regarding Non-Trading Risk Exposure
The following were the only non-trading risk exposures of the
Partnership at December 31, 2002:

Foreign Currency Balances. The Partnership's primary
foreign currency balances at December 31, 2002 were in South
African rands, Japanese yen and Swiss francs. 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 Partner-
ship'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. 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 Advisor, separately, attempt to
manage the risk of the Partnership's open positions in essentially
the same manner in all market categories traded. Demeter attempts
to manage market exposure by diversifying the Partnership's assets
among different market sectors and trading approaches, and by
monitoring the performance of the Trading Advisor daily. In
addition, the Trading Advisor 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 Advisor.

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

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

Summary of Quarterly Results (Unaudited)

Net Income/(Loss)
Allocated to Net Income/(Loss)
Partners for Per Unit for
Quarter Revenues/ Tax and Net Tax and Net
Ended (Net Losses) Asset Valuation Asset Valuation

2002
March 31 $ (193,784) $ (207,881) $ (11.56)
June 30 999,578 354,870 20.09
September 30 965,264 559,454 32.30
December 31 189,450 120,786 7.16

Total $1,960,508 $ 827,229 $ 47.99

2001
March 31 $ 549,547 $ (432,192) $ (21.64)
June 30 162,029 (108,274) (5.61)
September 30 1,578,448 289,311 15.49
December 31 1,320,491 971,818 53.36

Total $ 3,610,515 $ 720,663 $ 41.60

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

None.

PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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

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

Robert E. Murray, age 42, is the Managing Director of the
Strategic Products Group at Morgan Stanley and Chairman of the
Board of Directors of Demeter Management Corporation, a leading
commodity pool operator with approximately $1.7 billion in assets
across a variety of U.S. and international public and private
managed futures funds. Mr. Murray began at Dean Witter in 1984
and has been closely involved in the growth of managed futures at
the firm over the last 18 years. He is also the Chairman of the
Board of Directors of Morgan Stanley Futures & Currency
Management Inc., Morgan Stanley's internal commodity trading
advisor. Mr. Murray served as the Vice Chairman and a Director
of the Board of the Managed Futures Association and is currently
a member of the Board of Directors of the National Futures
Association. Mr. Murray received a Bachelors Degree in Finance
from Geneseo State University in 1983.

Jeffrey A. Rothman, age 41, is the 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. 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 35 commodity pools. Mr. Rothman
is an active member of the Managed Funds Association and serves
on its Board of Directors.

Mitchell M. Merin resigned his position as a Director of Demeter.

Joseph G. Siniscalchi, age 57, is a Director of Demeter. Mr.
Siniscalchi joined Morgan Stanley DW in July 1984 as a First Vice
President, Director of General Accounting and served as a Senior
Vice President and Controller for Morgan Stanley DW's Securities
Division through 1997. He is currently Managing Director

responsible for the Client Support Service Division of
Morgan Stanley DW. From February 1980 to July 1984, Mr.
Siniscalchi was Director of Internal Audit at Lehman Brothers
Kuhn Loeb, Inc.

Edward C. Oelsner, III, age 61, is a Director of Demeter. Mr.
Oelsner is currently an Executive Vice President and head of the
Product Development Group at Morgan Stanley Investment Advisors
Inc., an affiliate of Morgan Stanley DW. Mr. Oelsner joined
Morgan Stanley DW in 1981 as a Managing Director in Morgan
Stanley DW's Investment Banking Department, specializing in
coverage of regulated industries and subsequently served as head
of the Morgan Stanley DW Retail Products Group. Prior to joining
Morgan Stanley DW, Mr. Oelsner held positions at The First Boston
Corporation as a member of the Research and Investment Banking
Departments from 1967 to 1981. Mr. Oelsner received an M.B.A. in
Finance from the Columbia University Graduate School of Business
in 1966 and an A.B. in Politics from Princeton University in
1964.

Richard A. Beech, age 51, is a Director of Demeter. Mr. Beech
has been associated with the futures industry for over 25 years.
He has been at Morgan Stanley DW since August 1984 where he is
presently an Executive Director and head of Branch Futures. Mr.

Beech began his career at the Chicago Mercantile Exchange, where
he became the Chief Agricultural Economist doing market analysis,
marketing and compliance. Prior to joining Morgan Stanley DW, Mr.
Beech worked at two investment banking firms in operations,
research, managed futures and sales management.

Raymond A. Harris, age 46, is a Director of Demeter and of Morgan
Stanley Futures and Currency Management Inc. Mr. Harris is
currently Managing Director of Global Products & Services at
Morgan Stanley. He previously served as Chief Accounting Officer
of Morgan Stanley Dean Witter Asset Management. From July 1982
to July 1994, Mr. Harris served in financial, administrative and
other assignments at Dean Witter Reynolds, Inc. and Dean Witter,
Discover & Co. From August 1994 to January 1999, he worked in
Discover Financial Services and the firm's Credit Service
business units. Mr. Harris has been with Morgan Stanley and its
affiliates since July 1982. He has a B.A. degree from Boston
College and an M.B.A. in Finance from the University of Chicago.

Anthony J. DeLuca, age 40, is a Director of Demeter. Mr. DeLuca
is also a Director of Morgan Stanley Futures & Currency
Management Inc. Mr. DeLuca was appointed the Controller of Asset
Management for Morgan Stanley in June 1999. Prior to that, Mr.

DeLuca was a partner at the accounting firm of Ernst &
Young LLP, where he had Morgan Stanley as a major client. Mr.
DeLuca had worked continuously at Ernst & Young LLP ever since
1984, after he graduated from Pace University with a B.B.A.
degree in Accounting.

Frank Zafran, age 47, is a Director of Demeter and of Morgan
Stanley Futures & Currency Management Inc. Mr. Zafran is an
Executive Director of Morgan Stanley and, in September 2002, was
named Chief Administrative Officer of Morgan Stanley's Global
Products & 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.

Raymond E. Koch resigned his position as Chief Financial Officer
of Demeter.

Jeffrey D. Hahn, age 45, is the 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.

All of the foregoing directors have indefinite terms.

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

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

(a) Security Ownership of Certain Beneficial Owners - At December
31, 2002, there were no persons known to be beneficial owners of
more than 5 percent of the Units.

(b) Security Ownership of Management - At December 31, 2002,
Demeter owned 247.857 Units of general partnership interest,
representing a 1.50 percent interest in the Partnership.

(c) Changes in Control - None.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Refer to Note 2 - "Related Party Transactions" of "Notes to
Consolidated Financial Statements", in the accompanying Annual
Report to Limited Partners for the year ended December 31, 2002,
which is incorporated by reference to Exhibit 13.01 of this Form
10-K. In its capacity as the Partnership's retail commodity
broker, Morgan Stanley DW received commodity brokerage fees (paid
and accrued by the Partnership) of $1,398,817 for the year ended
December 31, 2002.

Item 14. CONTROLS AND PROCEDURES
(a) As of a date within 90 days of the filing date of this annual
report, the President and Chief Financial Officer of the
general partner, Demeter, have evaluated the effectiveness of
the Partnership's disclosure controls and procedures (as
defined in Rules 13a-14 and 15d-14 of the Exchange Act), 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 IV
Item 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. Listing of Financial Statements
The following financial statements and report of independent auditors,
all appearing in the accompanying Annual Report to Limited Partners for
the year ended December 31, 2002, are incorporated by reference to
Exhibit 13.01 of this Form 10-K:
- - Report of Deloitte & Touche LLP, independent auditors, for the
years ended December 31, 2002, 2001 and 2000.

- - Consolidated Statements of Financial Condition, including the
Consolidated Schedules of Investments, as of December 31, 2002 and
2001.

- - Consolidated Statements of Operations, Changes in Partners'
Capital, and Cash Flows for the years ended December 31, 2002,
2001 and 2000.

- - Notes to Consolidated Financial Statements.

With the exception of the aforementioned information and the information
incorporated in Items 7, 8 and 13, the Annual Report to Limited Partners
for the year ended December 31, 2002 is not deemed to be filed with this
report.

2. Listing of Financial Statement Schedules
No financial statement schedules are required to be filed with this
report.

(b) Reports on Form 8-K
No reports on Form 8-K have been filed by the Partnership during the
last quarter of the period covered by this report.

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

SIGNATURES

Pursuant to the requirements of Sections 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

DEAN WITTER PRINCIPAL PLUS FUND L.P.
(Registrant)

BY: Demeter Management Corporation,
General Partner

March 31, 2003 BY: /s/ Jeffrey A. Rothman
Jeffrey A. Rothman, Director
and President

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

Demeter Management Corporation.

BY: /s/ Robert E. Murray March 31, 2003
Robert E. Murray, Director and
Chairman

/s/ Jeffrey A. Rothman March 31, 2003
Jeffrey A. Rothman, Director and
President

/s/ Joseph G. Siniscalchi March 31, 2003
Joseph G. Siniscalchi, Director

/s/ Edward C. Oelsner III March 31, 2003
Edward C. Oelsner III, Director

/s/ Richard A. Beech March 31, 2003
Richard A. Beech, Director

/s/ Raymond A. Harris March 31, 2003
Raymond A. Harris, Director

/s/ Anthony J. DeLuca March 31, 2003
Anthony J. DeLuca, Director

/s/ Frank Zafran March 31, 2003
Frank Zafran, Director

/s/ Jeffrey D. Hahn March 31, 2003
Jeffrey D. Hahn, Chief
Financial Officer

CERTIFICATIONS

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

1. I have reviewed this annual report on Form 10-K of the
registrant;

2. Based on my knowledge, this annual 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 annual
report;

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

4. The registrants'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 registrant and have:

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

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

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

5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant'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
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant'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
registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated
in this annual report whether 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: March 31, 2003 /s/Jeffrey A. Rothman
Jeffrey A. Rothman
President, Demeter Management
Corporation, general partner
of the registrant

CERTIFICATIONS

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

1. I have reviewed this annual report on Form 10-K of the
registrant;

2. Based on my knowledge, this annual 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
annual report;

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

4. The registrant'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 registrant and have:

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

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

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

5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant'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
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant'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 registrant's internal controls; and

6. The registrant's other certifying officers and I have
indicated in this annual report whether 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: March 31, 2003 /s/Jeffrey D. Hahn
Jeffrey D. Hahn
Chief Financial Officer,
Demeter Management Corporation,
general partner of the
registrant

EXHIBIT INDEX

ITEM

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) filed 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.

13.01 December 31, 2002 Annual Report to Limited Partners is filed
herewith.

99.01 Certification of President of Demeter Management Corpor-
ation, general partner of the Partnership, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.

99.02 Certification of Chief Financial Officer of Demeter
Management Corporation, general partner of the Partnership,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 99.01

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 Annual Report of Dean Witter Principal Plus
Fund L.P. (the "Partnership") on Form 10-K for the period ended
December 31, 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: March 31, 2003

EXHIBIT 99.02

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 Annual Report of Dean Witter Principal Plus
Fund L.P. (the "Partnership") on Form 10-K for the period ended
December 31, 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: March 31, 2003

Principal
Plus
Fund

December 31, 2002
Annual Report

[LOGO] Morgan Stanley

DEAN WITTER PRINCIPAL PLUS FUND L.P.

HISTORICAL FUND PERFORMANCE

Presented below is the percentage change in Net Asset Value per Unit from the
start of each calendar year the Fund has traded. Also provided is the
inception-to-date return and the annualized return since inception for the
Fund. Past performance is not necessarily indicative of future results.

INCEPTION-
TO-DATE ANNUALIZED
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 RETURN RETURN
FUND % % % % % % % % % % % % % % %
- -------------------------------------------------------------------------------------------------------------------

Principal Plus Fund 7.5 10.4 9.4 11.6 (8.6) 18.0 (5.3) 15.4 10.5 (3.8) 7.0 2.1 2.4 103.1 5.7
(10.5 mos)
- -------------------------------------------------------------------------------------------------------------------

DEMETER MANAGEMENT CORPORATION

825 Third Avenue, 9th Floor
New York, NY 10022
Telephone (212) 310-6444

DEAN WITTER PRINCIPAL PLUS FUND L.P.
ANNUAL REPORT
2002

Dear Limited Partner:

This marks the thirteenth annual report for the Dean Witter Principal Plus
Fund L.P. (the "Fund"). The Fund began the year at a Net Asset Value per Unit
of $1,983.47 and increased by 2.4% to $2,031.46 on December 31, 2002. The Fund
has increased by 103.1% since it began trading in February 1990 (a compound
annualized rate of 5.7%).

Detailed performance information for the Fund is located in the body of the
financial report. We provide a trading results by sector chart that portrays
trading gains and trading losses for the year in each sector in which the Fund
participates.

The trading results by sector chart indicates the year's composite percentage
returns generated by the specific assets dedicated to trading within each
market sector in which the Fund participates. Please note that there is not an
equal amount of assets in each market sector, and the specific allocations of
assets by the Fund to each sector will vary over time within a predetermined
range. Below the chart is a description of the factors that influenced trading
gains and trading losses within the Fund during the year.

Limited Partners are advised that, effective June 1, 2001, SSARIS Advisors,
LLC, acquired certain assets of RXR, Inc., the trading advisor of the Fund. The
management team of RXR continues to manage the day-to-day business and
operations of SSARIS and SSARIS began acting as a substitute trading advisor of
the Fund in December 2002. SSARIS has acquired the rights to RXR's trading
program, and no change of strategy is contemplated for the Fund.

Should you have any questions concerning this report, please feel free to
contact Demeter Management Corporation, 825 Third Avenue, 9th Floor, New York,
NY 10022 or your Morgan Stanley Financial Advisor.

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

Sincerely,

/s/ Jeffrey A. Rothman
Jeffrey A. Rothman
President
Demeter Management Corporation
General Partner

PRINCIPAL PLUS FUND

[CHART]

Year ended December 31, 2002
-----------------------------
Currencies 0.53%
Interest Rates 4.03%
Stock Indices -4.26%
Energies -0.03%
Metals -0.11%
Agriculturals -0.21%

Note: Includes trading results and commissions but does not include other fees
or interest income.

FACTORS INFLUENCING ANNUAL TRADING GAINS:
.. In the global interest rate futures markets, gains resulted from long
positions in U.S., European, and Japanese interest rate futures as prices
trended higher during the second and third quarters amid continued
uncertainty in the equity markets and negative economic data.
.. In the currency markets, gains were recorded from long positions in the
euro, Swiss franc, and Japanese yen relative to the U.S. dollar as the value
of the dollar weakened during the second and fourth quarters amid investors'
fears concerning increased tensions in the Middle East and prolonged
uncertainty regarding the U.S. economy.

FACTORS INFLUENCING ANNUAL TRADING LOSSES:
.. In the global stock index futures markets, losses were recorded from long
positions in S&P 500 stock index futures as prices moved lower throughout a
majority of the year due to suspicions regarding corporate accounting
practices, weak economic data, and geopolitical uncertainty.

DEAN WITTER PRINCIPAL PLUS FUND L.P.

INDEPENDENT AUDITORS' REPORT

To the Limited Partners and the General Partner:

We have audited the accompanying consolidated statements of financial
condition of Dean Witter Principal Plus Fund L.P. and subsidiary (the
"Partnership"), including the consolidated schedules of investments, as of
December 31, 2002 and 2001, and the related consolidated statements of
operations, changes in partners' capital, and cash flows for each of the three
years in the period ended December 31, 2002. These consolidated financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

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

In our opinion, such consolidated financial statements present fairly, in all
material respects, the consolidated financial position of Dean Witter Principal
Plus Fund L.P. and subsidiary at December 31, 2002 and 2001, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 2002 in conformity with accounting
principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP
New York, New York
February 14, 2003

DEAN WITTER PRINCIPAL PLUS FUND L.P.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

DECEMBER 31,
---------------------
2002 2001
---------- ----------
$ $

ASSETS
Equity in futures interests trading accounts:
Cash 2,146,079 3,272,814
Net unrealized gain on open contracts
(MS&Co.) 4,443 423,058
Net unrealized loss on open contracts
(MSIL) (1,383) (47,990)
---------- ----------
Total net unrealized gain on open
contracts 3,060 375,068
Net option premiums 332,375 --
---------- ----------
Total Trading Equity 2,481,514 3,647,882
Investment in zero-coupon U.S. Treasury
Securities 32,138,219 32,913,297
Unrealized gain on zero-coupon U.S. Treasury
Securities 914,023 1,630,439
Interest receivable (Morgan Stanley DW) 2,243 5,211
---------- ----------
Total Assets 35,535,999 38,196,829
========== ==========

LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Redemptions payable 813,900 445,453
Accrued administrative expenses 133,842 164,965
Accrued brokerage fees (Morgan Stanley
DW) 114,961 121,338
Accrued management fees 28,740 30,334
---------- ----------
Total Liabilities 1,091,443 762,090
---------- ----------
Minority Interest 59,422 122,427
---------- ----------

PARTNERS' CAPITAL
Limited Partners (16,228.515 and
17,681.656 Units, respectively) 33,867,872 36,673,490
General Partner (247.857 and 308 Units,
respectively) 517,262 638,822
---------- ----------
Total Partners' Capital 34,385,134 37,312,312
---------- ----------
Total Liabilities and
Partners' Capital 35,535,999 38,196,829
========== ==========
Total Partners' Capital 34,385,134 37,312,312
Less: Excess of market value over amortized
cost of zero-coupon U.S. Treasury
Securities 914,023 1,630,439
---------- ----------
NET ASSETS PER LIMITED
PARTNERSHIP AGREEMENT 33,471,111 35,681,873
========== ==========
NET ASSET VALUE PER UNIT 2,031.46 1,983.47
========== ==========

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

DEAN WITTER PRINCIPAL PLUS FUND L.P.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED
DECEMBER 31,
--------------------------------
2002 2001 2000
--------- ---------- ---------
$ $ $

REVENUES
Trading profit (loss):
Realized 458,130 1,893,318 332,570
Net change in unrealized (372,008) (1,254,896) 1,249,228
--------- ---------- ---------
86,122 638,422 1,581,798
Proceeds from Litigation Settlement 722,195 -- --
--------- ---------- ---------
Total Trading Results 808,317 638,422 1,581,798
Interest income 1,868,607 2,027,119 2,361,077
Change in value of Yield Pool (716,416) 944,974 1,703,855
--------- ---------- ---------
Total 1,960,508 3,610,515 5,646,730
--------- ---------- ---------
EXPENSES
Brokerage fees (Morgan Stanley DW) 1,398,817 1,488,976 1,683,956
Management fees 349,705 372,244 420,989
Administrative expenses 123,000 97,000 93,000
Transaction fees and costs 41,178 51,600 73,484
--------- ---------- ---------
Total 1,912,700 2,009,820 2,271,429
--------- ---------- ---------
INCOME BEFORE MINORITY
INTEREST 47,808 1,600,695 3,375,301
Less: Minority interest (63,005) (64,942) (10,711)
--------- ---------- ---------
NET INCOME 110,813 1,665,637 3,386,012
========= ========== =========
NET INCOME ALLOCATION:
Limited Partners 113,373 1,635,481 3,337,305
General Partner (2,560) 30,156 48,707
--------- ---------- ---------
NET INCOME 110,813 1,665,637 3,386,012
Less: Change in excess of market value
over amortized cost of zero-coupon
U.S. Treasury Securities (716,416) 944,974 685,465
--------- ---------- ---------
NET INCOME ALLOCATED TO
PARTNERS FOR TAX AND NET
ASSET VALUATION 827,229 720,663 2,700,547
========= ========== =========
NET INCOME ALLOCATION FOR TAX AND
NET ASSET VALUATION
Limited Partners 815,268 707,808 2,660,735
General Partner 11,961 12,855 39,812

NET INCOME PER UNIT FOR TAX AND
NET ASSET VALUATION
Limited Partners 47.99 41.60 126.37
General Partner 47.99 41.60 126.37

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

DEAN WITTER PRINCIPAL PLUS FUND L.P.

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000

UNITS OF
PARTNERSHIP LIMITED GENERAL
INTEREST PARTNERS PARTNER TOTAL
----------- ---------- -------- ----------
$ $ $

Partners' Capital,
December 31, 1999 24,187.732 43,352,757 559,959 43,912,716
Net income -- 3,337,305 48,707 3,386,012
Redemptions (4,214.751) (7,828,381) -- (7,828,381)
---------- ---------- -------- ----------
Partners' Capital,
December 31, 2000 19,972.981 38,861,681 608,666 39,470,347
Net income -- 1,635,481 30,156 1,665,637
Redemptions (1,983.325) (3,823,672) -- (3,823,672)
---------- ---------- -------- ----------
Partners' Capital,
December 31, 2001 17,989.656 36,673,490 638,822 37,312,312
Net income -- 113,373 (2,560) 110,813
Redemptions (1,513.284) (2,918,991) (119,000) (3,037,991)
---------- ---------- -------- ----------
Partners' Capital,
December 31, 2002 16,476.372 33,867,872 517,262 34,385,134
========== ========== ======== ==========

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

DEAN WITTER PRINCIPAL PLUS FUND L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED
DECEMBER 31,
----------------------------------
2002 2001 2000
---------- ---------- ----------
$ $ $

CASH FLOWS FROM
OPERATING ACTIVITIES
Net income 110,813 1,665,637 3,386,012
Noncash items included in net
income:
Net change in unrealized 372,008 1,254,896 (1,249,228)
Change in value of Yield Pool 716,416 (944,974) (1,703,855)
(Increase) decrease in operating
assets:
Net option premiums (332,375) 365,750 (365,750)
Investment in zero-coupon
U.S. Treasury Securities 775,078 2,742,555 4,711,684
Interest receivable (Morgan
Stanley DW) 2,968 17,218 2,297
Increase (decrease) in operating
liabilities:
Accrued administrative
expenses (31,123) 44,962 (1,841)
Accrued brokerage fees
(Morgan Stanley DW) (6,377) (15,235) (18,978)
Accrued management fees (1,594) (3,809) (4,745)
---------- ---------- ----------
Net cash provided by operating
activities 1,605,814 5,127,000 4,755,596
---------- ---------- ----------

CASH FLOWS FROM
FINANCING ACTIVITIES
Increase (decrease) in redemptions
payable 368,447 (1,383,403) 487,304
Decrease in minority interest (63,005) (64,942) (10,711)
Redemptions of Units (3,037,991) (3,823,672) (7,828,381)
---------- ---------- ----------
Net cash used for financing
activities (2,732,549) (5,272,017) (7,351,788)
---------- ---------- ----------
Net decrease in cash (1,126,735) (145,017) (2,596,192)
Balance at beginning of period 3,272,814 3,417,831 6,014,023
---------- ---------- ----------
Balance at end of period 2,146,079 3,272,814 3,417,831
========== ========== ==========

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

DEAN WITTER PRINCIPAL PLUS FUND L.P.

CONSOLIDATED SCHEDULES OF INVESTMENTS

DECEMBER 31, 2002 AND 2001

FUTURES AND FORWARD CONTRACTS: LONG GAIN/(LOSS) SHORT GAIN/(LOSS) NET UNREALIZED GAIN/(LOSS)
- ------------------------------ ---------------- ----------------- --------------------------

2002 PARTNERSHIP NET ASSETS: $34,385,134 $ $ $

Foreign currency 59,190 14,463 73,653
Interest Rate 85,884 (158) 85,726
Equity (184,112) -- (184,112)
Commodity 10,327 2,674 13,001
-------- ------- --------
Grand Total: (28,711) 16,979 (11,732)
======== =======
Unrealized Currency Gain 14,792
--------
Total Net Unrealized Gain per Statement of Financial Condition 3,060
========

2001 PARTNERSHIP NET ASSETS: $37,312,312
Foreign currency 167,119 40,797 207,916
Interest Rate 67,449 84,199 151,648
Commodity (75,843) 13,710 (62,133)
Equity 54,000 5,524 59,524
-------- ------- --------
Grand Total: 212,725 144,230 356,955
======== =======
Unrealized Currency Gain 18,113
--------
Total Net Unrealized Gain per Statement of Financial Condition 375,068
========

FUTURES AND FORWARD CONTRACTS: PERCENTAGE OF NET ASSETS # OF CONTRACTS/NOTIONAL AMOUNTS
- ------------------------------ ------------------------ -------------------------------

2002 PARTNERSHIP NET ASSETS: $34,385,134 %

Foreign currency 0.22 680,025
Interest Rate 0.25 141
Equity (0.54) 58
Commodity 0.04 42
-----
Grand Total: (0.03)
=====
Unrealized Currency Gain

Total Net Unrealized Gain per Statement of Financial Condition

2001 PARTNERSHIP NET ASSETS: $37,312,312
Foreign currency 0.56 2,210,099
Interest Rate 0.41 287
Commodity (0.17) 223
Equity 0.16 61
-----
Grand Total: 0.96
=====
Unrealized Currency Gain

Total Net Unrealized Gain per Statement of Financial Condition

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

DEAN WITTER PRINCIPAL PLUS FUND L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

- --------------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION. Dean Witter Principal Plus Fund L.P. (the "Partnership") is a
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 (collectively, "futures
interests").
The Partnership's objective is to achieve long-term appreciation while
assuring investors at least a 3% compound annual rate of return over
approximately seven and one-half years from February 1, 1996 to August 31,
2003. At August 31, 2003, which is the Partnership's "Guaranteed Redemption
Date," the Net Asset Value is guaranteed to be at least $1,961.00 per Unit. The
Partnership initially invested approximately 80% of the Partnership's assets in
zero-coupon U.S. Treasury Securities (the "Yield Pool") to accomplish this
objective. The Partnership's remaining assets have been contributed to its
subsidiary, Dean Witter Principal Plus Fund Management L.P. (the "Trading
Company"), which was established solely to trade in futures interests on behalf
of the Partnership.
The Partnership's general partner is Demeter Management Corporation
("Demeter"). The non-clearing commodity broker is Morgan Stanley DW Inc.
("Morgan Stanley DW"). The clearing commodity brokers are Morgan Stanley & Co.
Incorporated ("MS&Co.") and Morgan Stanley & Co. International Limited
("MSIL"). Demeter, Morgan Stanley DW, MS&Co. and MSIL are wholly-owned
subsidiaries of Morgan Stanley. The trading advisor to the Partnership is
SSARIS Advisors, LLC (the "Trading Advisor").
Effective June 20, 2002, Morgan Stanley Dean Witter & Co. changed its name to
Morgan Stanley.
Effective December 6, 2002, SSARIS Advisors, LLC ("SSARIS") replaced RXR Inc.
as Trading Advisor to the Partnership. SSARIS acquired RXR's trading program
and there has been no change of trading strategy.
Demeter is required to maintain a 1% minimum interest in the equity of the
Partnership and income (losses) are shared by Demeter and the Limited Partners
based upon their proportional ownership interests.

DEAN WITTER PRINCIPAL PLUS FUND L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

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

PRINCIPLES OF CONSOLIDATION. The consolidated financial statements include the
accounts of the Partnership and the Trading Company. All intercompany balances
have been eliminated.
The ownership by Demeter in the Trading Company represents a minority
interest in the Partnership. Demeter's share of the Trading Company's profits
and losses is deducted from consolidated results of operations.

REVENUE RECOGNITION. The Yield Pool is valued at cost plus accreted interest
with the accumulated unrealized gain (loss) on the zero-coupon U.S. Treasury
Securities separately disclosed. The annual 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.
The following information pertains to the Yield Pool at December 31, 2002 and
2001:

2002 2001
---------- ----------
$ $

Year to Date Accreted Interest Income 1,826,766 1,890,702
Cost of Yield Pool at year end 21,788,470 23,609,129
Accreted Interest Receivable at year end 10,349,749 9,304,168
Market Value of Yield Pool at year end 33,052,242 34,543,736

Futures interests are open commitments until settlement date. They are valued
at market on a daily basis and the resulting net change in unrealized gains and
losses is reflected in the change in unrealized profit (loss) on open contracts
from one period to the next in the consolidated statements of operations.

DEAN WITTER PRINCIPAL PLUS FUND L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

Monthly, Morgan Stanley DW pays interest income on 90% of the Trading
Company's average daily Net Assets as defined in the Limited Partnership
Agreement for the month at a prevailing rate on U.S. Treasury bills. For
purposes of such interest payments, Net Assets do not include monies owed to
the Trading Company on futures interests.

NET INCOME (LOSS) PER UNIT. Net income (loss) per unit of limited partnership
interest ("Unit(s)") is computed using the weighted average number of Units
outstanding during the period.

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

EQUITY IN FUTURES INTERESTS TRADING ACCOUNTS. The Partnership's asset "Equity
in futures interests trading accounts", reflected in the consolidated
statements of financial condition, consists of (A) cash on deposit with Morgan
Stanley DW, MS&Co. and MSIL to be used as margin for trading; (B) net
unrealized gains or losses on open contracts which are valued at market, and
calculated as the difference between original contract value and market value;
and (C) net option premiums, which represent the net of all monies paid and/or
received for such option premiums.
The Partnership, in the normal course of business, enters into various
contracts with MS&Co. and MSIL acting as its commodity brokers. Pursuant to
brokerage agreements with MS&Co. and MSIL, to the extent that such trading
results in unrealized gains or losses, the amounts are offset and reported on a
net basis on the

DEAN WITTER PRINCIPAL PLUS FUND L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

Partnership's consolidated statements of financial condition.
The Partnership has offset the fair value amounts recognized for forward
contracts executed with the same counterparty as allowable under terms of the
master netting agreement with MS&Co., the sole counterparty on such contracts.
The Partnership has consistently applied its right to offset.

BROKERAGE FEES AND RELATED TRANSACTION FEES AND COSTS. The monthly brokerage
fee is equal to 1/3 of 1% per month (a 4% annual rate) of the Partnership's
adjusted month-end Net Assets. Transaction fees and costs are accrued on a
half-turn basis. In 2002, 2001, and 2000, the brokerage fees charged were the
equivalent of a roundturn commission charge of approximately $170, $138, and
$157, respectively, per contract traded.

OPERATING EXPENSES. The Partnership bears all operating expenses related to
its trading activities. These include filing fees, clerical, administrative,
auditing, accounting, mailing, printing and other incidental operating expenses
as permitted by the Limited Partnership Agreement. In addition, the Partnership
incurs a monthly management fee and may incur an incentive fee. Demeter bears
all other operating expenses.

REDEMPTIONS. As of the last day of any calendar quarter, Limited Partners may
redeem some or all of their Units at 100% of the Net Asset Value per Unit upon
five business days advance notice by redemption form to Demeter.
During 2002, 2001, and 2000, the Partnership sold securities in the Yield
Pool in order to fund redemptions as detailed below:

2002 2001 2000
--------- ---------- ---------
$ $ $

Cost of Securities Sold 1,820,659 3,453,609 5,352,371
Interest Accreted on
Securities Sold 781,186 1,179,649 1,468,197
Proceeds from Sale of
Securities 2,701,992 4,775,331 6,700,824

DEAN WITTER PRINCIPAL PLUS FUND L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

DISTRIBUTIONS. The Partnership will not make any distributions until after the
Guarantee Period, and thereafter will only make distributions on a pro-rata
basis at the sole discretion of Demeter.

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

DISSOLUTION OF THE PARTNERSHIP. The Partnership will terminate on December 31,
2025, or at an earlier date if certain conditions set forth in the Limited
Partnership Agreement occur.
The Trading Company may terminate operations if its Net Assets decline to 5%
or less of consolidated Partnership Net Assets, and will terminate operations
if its Net Assets decline to less than 3% of consolidated Partnership Net
Assets. At December 31, 2002 and 2001, the Trading Company had Net Assets of
$2,192,931 and $3,341,255 respectively, which represented 6% and 9%
respectively, of the consolidated Partnership's Net Assets at the respective
dates. If the operations of the Trading Company ceased, the remaining Net
Assets would be returned to the Partnership and held until the end of the
Guarantee Period, when they would be distributed to the Limited Partners.

LITIGATION SETTLEMENT. On February 27, 2002, the Partnership received
notification of a preliminary entitlement to payment from the Sumitomo Copper
Litigation Settlement Administrator and received payment of this settlement
award in the amount of $722,195 as of August 30, 2002.

- --------------------------------------------------------------------------------
2. RELATED PARTY TRANSACTIONS
The Trading Company pays a monthly brokerage fee to Morgan Stanley DW as
described in Note 1. The Partnership's and Trading Company's cash is on deposit
with Morgan Stanley DW, MS&Co., and MSIL in futures interests trading accounts
to meet margin requirements as needed. Morgan Stanley DW pays

DEAN WITTER PRINCIPAL PLUS FUND L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

interest on these funds as described in Note 1. The Yield Pool is on deposit
with Morgan Stanley DW in a customer security account. Pursuant to the Limited
Partnership Agreement, Demeter initially invested $200,000 of General
Partnership Interest in the Trading Company.

- --------------------------------------------------------------------------------
3. TRADING ADVISOR
Compensation to SSARIS as trading advisor consists of a management fee and an
incentive fee as follows:

MANAGEMENT FEE. The Partnership pays a monthly management fee equal to 1/12
of 1% per month (a 1% annual rate) of the Partnership's adjusted Net Assets, as
defined in the Limited Partnership Agreement, as of the last day of each month.

INCENTIVE FEE. The Partnership pays an annual incentive fee to SSARIS equal to
15% of the "New Appreciation", as defined in the Limited Partnership Agreement,
of the Trading Company's Net Assets as of the end of each annual incentive
period ending December 31. Such incentive fee is accrued in each month in which
New Appreciation occurs. In those months in which New Appreciation is negative,
previous accruals, if any, during the incentive period are reduced.

- --------------------------------------------------------------------------------
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 on open contracts at December 31, 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:

NET UNREALIZED GAINS
ON OPEN CONTRACTS LONGEST MATURITIES
--------------------------- -------------------
OFF- OFF-
EXCHANGE- EXCHANGE- EXCHANGE- EXCHANGE-
YEAR TRADED TRADED TOTAL TRADED TRADED
---- --------- --------- ------- --------- ---------
$ $ $

2002 197 2,863 3,060 Mar. 2003 Mar. 2003
2001 361,492 13,576 375,068 Mar. 2002 Mar. 2002

The Partnership has credit risk associated with counterparty nonperformance.
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

DEAN WITTER PRINCIPAL PLUS FUND L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

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. Morgan Stanley DW, MS&Co. and
MSIL, each as a futures commission merchant for all of the Partnership's
exchange-traded futures and futures-styled options contracts, are required,
pursuant to regulations of the Commodity Futures Trading Commission, to
segregate from their own assets, and for the sole benefit of their commodity
customers, all funds held by them with respect to exchange-traded futures and
futures-styled options contracts including an amount equal to the net
unrealized gains on all open futures and futures-styled options contracts,
which funds, in the aggregate, totaled $2,146,276 and $3,634,306 at December
31, 2002 and 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 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.

DEAN WITTER PRINCIPAL PLUS FUND L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(concluded)

- --------------------------------------------------------------------------------
5. FINANCIAL HIGHLIGHTS

PER UNIT
---------

NET ASSET VALUE, JANUARY 1, 2002: $1,983.47
---------
NET OPERATING RESULTS:
Realized Profit 26.76
Unrealized Loss (21.39)
Proceeds from Litigation Settlement 41.54
Interest Income 107.47
Change in Value of the Yield Pool (41.62)
Expenses (110.01)
---------
Income before Minority Interest 2.75
Add: Minority Interest 3.62
---------
Net Income 6.37
Less: Change in excess of market value over amortized
cost of zero-coupon U.S. Treasury Securities (41.62)
---------
Net Income Allocated to Partners For Tax and Net
Asset Valuation 47.99
---------
NET ASSET VALUE, DECEMBER 31, 2002: 2,031.46
=========

Expense Ratio 5.5%
Net Income Ratio 0.3%

TOTAL RETURN 2.4%

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Demeter Management Corporation
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