WITTER DEAN WORLD CURRENCY 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, 2004 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 0-23826

DEAN WITTER WORLD CURRENCY FUND L.P.

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

DELAWARE 13-3700691
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

Demeter Management Corporation
330 Madison Avenue, 8th Floor
New York, NY 10017
(Address of principal executive offices) (Zip Code)

Registrant?s telephone number, including area code (212) 905-2700

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]

Indicate by check-mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes _____ No __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 the last
business day of the registrant?s most recently completed second fiscal quarter:
$11,937,335 at June 30, 2004.

DOCUMENTS INCORPORATED BY REFERENCE
(See Page 1)

DEAN WITTER WORLD CURRENCY FUND L.P.
INDEX TO ANNUAL REPORT ON FORM 10-K
DECEMBER 31, 2004

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
June 2, 1993 I

Annual Report to Dean Witter
World Currency Fund L.P.
Limited Partners for the year
ended December 31, 2004 II, III, and IV

PART I
Item 1. BUSINESS
(a) General Development of Business. Dean Witter World Currency
Fund L.P. (the "Partnership") is a Delaware limited partnership
organized in 1992 to engage primarily in the speculative trading
of futures contracts, options on futures contracts, and forward
contracts on foreign currencies. The Partnership commenced
trading operations on April 2, 1993.

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 broker is Morgan Stanley & Co. Incorporated (?MS &
Co.?). Demeter, Morgan Stanley DW, and MS & Co. are wholly-owned
subsidiaries of Morgan Stanley. The trading advisors to the
Partnership are John W. Henry & Company, Inc. and Millburn
Ridgefield Corporation (individually, a ?Trading Advisor?, or
collectively, the ?Trading Advisors?).

The Partnership's net asset value per unit of limited partnership
interest (?Unit(s)?) as of December 31, 2004 was $1,326.57,
representing a decrease of 9.3 percent from the net asset value
per Unit of $1,462.58 at December 31, 2003. 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 on such contracts. The relevant financial
information is presented in Items 6 and 8.

(c) Narrative Description of Business. The Partnership is in the
business of speculative trading of futures, forwards, and options,
pursuant to trading instructions provided by the Trading Advisors.
For a detailed description of the different facets of the
Partnership's business, see those portions of the Partnership's
prospectus, dated June 2, 1993 (the ?Prospectus?), incorporated by
reference in this Form 10-K, set forth below.

Facets of Business
1. Summary 1. ?Summary of the Prospectus?
(Pages 1-8 of the Prospec-
tus).

2. Currency Markets 2. "The Currency Markets?
(Pages 80-88 of the Pros-
pectus).

3. Partnership?s Trading 3. ?Trading Policies? (Page
Arrangements and 75 of the Prospectus).
Policies ?The Trading Advisors?
(Pages 34-74 of the
Prospectus).

4. Management of the Part- 4. ?The Management Agreements?
nership (Pages 77-80 of the Pros-
pectus). ?The General
Partner? (pages 30-33) and
?The Commodity Broker?
(Pages 76-77 of the Pros-
pectus). ?The Limited
Partnership Agreement?
(Pages 89-93 of the Pros-
pectus).

5. Taxation of the Partner- 5. ?Federal Income Tax Aspects?
ship?s Limited Partners ?State and Local Income Tax
Aspects? (Pages 97-104
of the Prospectus).

(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 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 330 Madison
Avenue, 8th Floor, New York, NY 10017.

Demeter changed its address in August 2004 from 825 Third Avenue,
9th Floor, New York, NY 10022 to 330 Madison Avenue, 8th Floor,
New York, NY 10017.

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, 2004
was approximately 1,422.

(c) Distributions. No distributions have been made by the
Partnership since it commenced trading operations on April 2,
1993. 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?s 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. as
clearing broker in separate futures, forwards, and options trading
accounts established for each Trading Advisor. Such assets are
used as margin to engage in trading and may be used as margin
solely for the Partnership?s 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. Since the
Partnership?s sole purpose is to trade in futures, forwards, and
options, it is expected that the Partnership will continue to own
such liquid assets for margin purposes.

The Partnership?s investment in futures, forwards, and options
may, from time to time, be illiquid. Most U.S. futures exchanges
limit fluctuations in prices during a single day by regulations
referred to as ?daily price fluctuations limits? or ?daily
limits?. Trades may not be executed at prices beyond the daily
limit. If the price for a particular futures or options contract
has increased or decreased by an amount equal to the daily limit,
positions in that futures or options contract can neither be taken
nor liquidated unless traders are willing to effect trades at or
within the limit. Futures prices have occasionally moved the
daily limit for several consecutive days with little or no
trading. These market conditions could prevent the
Partnership from promptly liquidating its futures or options
contracts and result in restrictions on redemptions.

There is no limitation on daily price moves in trading forward
contracts on foreign currencies. The markets for some world
currencies have low trading volume and are illiquid, which may
prevent the Partnership from trading in potentially profitable
markets or prevent the Partnership from promptly liquidating
unfavorable positions in such markets, subjecting it to
substantial losses. Either of these market conditions could
result in restrictions on redemptions. For the periods covered by
this report, illiquidity has not materially affected the
Partnership?s assets.

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

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

Off-Balance Sheet Arrangements and Contractual Obligations. The
Partnership does not have any off-balance sheet arrangements, nor
does it have contractual obligations or commercial commitments to
make future payments that would affect its liquidity or capital
resources.

Results of Operations.
General. The Partnership's results depend on the Trading Advisors
and the ability of each Trading Advisor?s trading program(s) to take
advantage of price movements in the futures, forwards, and options
markets. The following presents a summary of the Partnership's
operations for each of the three years in the period ended December
31, 2004 and a general discussion of its trading activities during
each period. It is important to note, however, that the Trading
Advisors trade in various markets at different times and that prior
activity in a particular market does not mean that such market will
be actively traded by the Trading Advisors 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 Advisors' trading activities on behalf of the
Partnership during the period in question. Past performance
is no guarantee of future results.

The Partnership?s results of operations set forth in the financial
statements are prepared in accordance with accounting principles
generally accepted in the United States of America, which require
the use of certain accounting policies that affect the amounts
reported in these financial statements, including the following:
The contracts the Partnership trades are accounted for on a trade-
date basis and marked to market on a daily basis. The difference
between their cost and market value is recorded on the Statements
of Operations as ?Net change in unrealized trading profit (loss)?
for open (unrealized) contracts, and recorded as ?Realized trading
profit (loss)? when open positions are closed out. The sum of
these amounts constitutes the Partnership?s trading results. The
market value of a futures contract is the settlement price on the
exchange on which that futures contract is traded on a particular
day. The value of foreign currency forward contracts is based on
the spot rate as of the close of business. Interest income, as
well as management fees, incentive fees, and brokerage commissions
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 relating to the application of
critical accounting policies other than those presently used could
reasonably affect reported amounts.

The Partnership recorded total trading results including interest
totaling $(674,701) and expenses totaling $984,763, resulting in a
net loss of $1,659,464 for the year ended December 31, 2004. The
Partnership?s net asset value per Unit decreased from $1,462.58 at
December 31, 2003 to $1,326.57 at December 31, 2004. Total
redemptions for the year were $1,307,352 and the Partnership?s
ending capital was $13,803,790 at December 31, 2004, a decrease of
$2,966,816 from ending capital at December 31, 2003 of
$16,770,606.

The most significant trading losses of approximately 9.6% were
recorded from positions in the Japanese yen versus the U.S.
dollar. Long yen positions resulted in losses during February
after the Bank of Japan stemmed the yen?s rise through currency
market interventions. The yen?s value declined further under
pressure from an elevation in Japan?s security level. During
March, short yen positions experienced losses as the yen reversed
higher due to speculation that the Bank of Japan relaxed its
currency-weakening efforts. During April, long yen positions
incurred losses as the U.S. dollar surged following the release of
stronger-than-expected U.S. jobs data. The yen also came under
pressure following yen-weakening efforts by the Japanese
government. Short yen positions versus the U.S. dollar
experienced losses during May as the U.S. dollar?s value declined
amid fears of potential terrorist attacks, expanding energy
prices, and the release of weaker-than-expected economic data.
During June, short yen positions resulted in further losses as the
yen reversed higher amid improvements in the Japanese economy and
speculation for an increase in Japanese interest rates. During
August and September, short yen positions incurred losses as the
U.S. dollar?s value declined due to concerns for U.S. economic
growth, soft economic data, and record-high oil prices. Losses of
approximately 0.8% resulted from positions in the Singapore dollar
as its value experienced directionless volatility in tandem with
the Japanese yen. Additional losses were incurred throughout a
majority of the year from positions in the British pound,
Norwegian krone, and Swiss franc versus the U.S. dollar of
approximately 3.7%, 0.9%, and 0.8%, respectively. Long pound
positions versus the U.S. dollar resulted in losses during March
and April as the dollar?s value reversed higher amid positive U.S.
economic data. Long Norwegian krone and Swiss franc positions
also incurred losses as the U.S. dollar temporarily strengthened
amid a decline in U.S. unemployment claims. During November,
short pound positions experienced losses as the U.S. dollar?s
value moved lower in response to the U.S. growing Current-Account
deficit. During December, long pound positions resulted in losses
as the value of the pound reversed lower following news that the
Bank of England was considering an interest rate cut. Relatively
smaller losses resulted from positions in the Mexican peso, South
African rand, and Australian dollar versus the U.S. dollar of
approximately 1.9%, 0.4%, and 0.1%, respectively, in
response to erratic U.S. dollar movements throughout much of the
year and interest rate differentials between these countries and
the U.S. A portion of the Partnership?s overall losses for the
year was offset by gains of approximately 2.2% from long positions
in the Canadian dollar versus the U.S. dollar as the Canadian
dollar?s value moved higher amid a bullish Canadian economic
outlook and a U.S. dollar value weighed down by concerns for U.S.
economic growth and the U.S. Current-Account deficit. Additional
Partnership gains were achieved primarily during the fourth
quarter, from long positions in the New Zealand dollar, Polish
zloty, Korean won, Brazilian real, and Czech koruna, all versus
the U.S. dollar of approximately 1.9%, 1.8%, 1.7%, 1.6%, and 0.8%,
respectively, as the U.S. dollar?s value responded negatively to
higher oil and gold prices, weaker-than-expected economic data,
and huge U.S. budget and trade deficits. Finally, gains of
approximately 1.4% were achieved from long positions in the euro
versus the U.S. dollar during the fourth quarter as the euro?s
value trended higher amid European economic growth and a decline
in the value of the U.S. dollar.

The Partnership recorded total trading results including interest
totaling $2,589,349 and expenses totaling $1,523,045, resulting in
net income of $1,066,304 for the year ended December 31, 2003.
The Partnership?s net asset value per Unit increased from
$1,373.34 at December 31, 2002 to $1,462.58 at December 31, 2003.
Total redemptions for the year were $1,781,527 and the
Partnership?s ending capital was $16,770,606 at December 31, 2003,
a decrease of $715,223 from ending capital at December 31, 2002 of
$17,485,829.

The most significant trading gains of approximately 16.8% were
recorded from long positions in the euro versus the U.S. dollar as
the value of the euro strengthened during May amid uncertainty
regarding the Bush Administration?s economic policy, renewed fears
of potential terrorist attacks against American interests, and
investor preference for non-U.S. dollar assets. During January
and April, gains were also recorded from long positions in the
euro versus the U.S. dollar as the dollar?s value weakened amid
renewed fears of a military conflict with Iraq, increased tensions
with North Korea, and weak U.S. economic data. During December,
significant gains were produced by long positions in a broad range
of major and minor currencies, especially the euro, versus the
U.S. dollar as a confluence of factors including concerns
regarding U.S. budget and trade deficits, a dip in consumer
confidence, an outbreak of Mad Cow Disease in the U.S., and fears
of a potential terrorist attack forced the U.S. dollar to retreat.
Additional gains of approximately 8.6% resulted from long
positions in the Australian and New Zealand dollars versus the
U.S. dollar as the value of these currencies strengthened during
April, May, and June in response to the continued weakness in the
U.S. dollar, higher interest rates relative to those in the U.S.,
Europe, and Asia, and rising gold prices. Gains of
approximately 3.7% were provided by long positions in the South
African rand versus the U.S. dollar during April as the rand?s
value also strengthened in response to significant interest rate
differentials between the two countries and strong commodity
prices. Long rand positions also resulted in profits during
November from continued dollar weakness. A portion of the
Partnership?s overall gains for the year was offset by losses of
approximately 6.1% incurred from positions in the British pound
versus the U.S. dollar as the value of the pound strengthened
during April and May on expectations that the Bank of England
would likely leave interest rates unchanged and following the
release of lower-than-expected unemployment data from Great
Britain. During June, losses stemmed from positions in the pound
versus the U.S. dollar as the pound?s value increased early in the
month amid continued expectations that the Bank of England would
likely leave interest rates unchanged. The pound then reversed
lower later in the month after the British Finance Minister
released positive comments regarding the U.K.?s entry prospects
into the European Union. Additional losses of approximately 4.4%
resulted from positions in the Japanese yen versus the U.S. dollar
primarily throughout the first half of the year as the value of
the yen experienced significant ?whipsawing? amid uncertainty
regarding an intervention by the Bank of Japan. Positions in the
Singapore dollar also resulted in losses as the value of the Asian
currency experienced short-term volatile price movements in
sympathy with the yen. Long positions in the Korean won
versus the U.S. dollar resulted in losses during October as the
U.S. dollar strengthened later in the month following the release
of strong U.S. economic data.

The Partnership recorded total trading results including interest
totaling $4,233,165 and expenses totaling $1,531,496, resulting in
net income of $2,701,669 for the year ended December 31, 2002.
The Partnership?s net asset value per Unit increased from
$1,170.77 at December 31, 2001 to $1,373.34 at December 31, 2002.
Total redemptions for the year were $1,974,936 and the
Partnership?s ending capital was $17,485,829 at December 31, 2002,
an increase of $726,733 from ending capital at December 31, 2001
of $16,759,096.

The most significant trading gains of approximately 27.3% were
recorded from long positions in the euro relative to the U.S.
dollar as the dollar?s value significantly weakened during April,
May, and June amid investors? uncertainty regarding the U.S.
economy. Additional gains were recorded from long positions in the
Swiss franc and Norwegian krone as increased global tensions
weakened the U.S. dollar. Long positions in the Australian dollar
and New Zealand dollar versus the U.S. dollar provided gains of
approximately 4.8% as the value of both currencies strengthened
during April, May, and throughout the fourth quarter amid higher
gold prices. Further gains of approximately 4.2% stemmed from long
positions in the South African rand versus the U.S. dollar
as its value approached a sixteen-month high during the second and
fourth quarter amid strong demand for South African exports and
high relative interest rates. A portion of the Partnership?s
overall gains was offset by losses of approximately 7.8% recorded
in the Japanese yen versus the U.S. dollar during March as the yen
initially strengthened amid asset repatriation out of the U.S.
into Japan, only to retreat by month-end on expectations that the
repatriation flow would soon subside ahead of the Japanese fiscal
year-end. Further losses in the Japanese yen were experienced in
December from short positions versus the U.S. dollar as the value
of the dollar weakened versus most major currencies. Additional
losses of approximately 7.4% were recorded in the British pound
from short positions versus the U.S. dollar during the summer
months and into the fourth quarter as the value of the dollar
weakened amid geopolitical and economic concerns.

For an analysis of unrealized gains and (losses) by contract type
and a further description of 2004 trading results, refer to the
Partnership?s Annual Report to Limited Partners for the year ended
December 31, 2004, 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.

Market Risk.
Financial Instruments. The Partnership is a party to financial
instruments with elements of off-balance sheet market and credit
risk. The Partnership trade futures contracts, options on future
contracts, and forward contracts on foreign currencies. 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 Advisors 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 Advisors? internal controls, the
Trading Advisors must comply with the Partnership?s trading
policies that include standards for liquidity and leverage that
must be maintained. The Trading Advisors and Demeter monitor the
Partnership's trading activities to ensure compliance with the
trading policies and Demeter can require the Trading Advisors to
modify positions of the Partnership if Demeter believes they
violate the Partnership's trading policies.

Credit Risk.
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, forward,
and options contracts traded in the United States and most 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.
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. In cases where the Partnership trades off-exchange
forward contracts with a counterparty, the sole recourse of the
Partnership will be the forward contract?s counterparty.

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. The commodity broker
informs the Partnership, as with all its customers, of its net
margin requirements for all its existing open positions and
Demeter has installed a system which permits it to monitor the
Partnership?s potential net credit exposure, exchange by exchange,
by adding the unrealized trading gains on each 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 a minimum amount of diversification in the
Partnership?s trading, usually over several different products and
exchanges. Historically, the Partnership?s exposure to any one
exchange has typically amounted to only a small percentage of its
total net assets and on those relatively few occasions where the
Partnership?s credit exposure climbs above such 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.

For additional information, see the ?Financial Instruments?
section under ?Notes to Financial Statements? in the Partnership?s
Annual Report to Limited Partners for the year ended December 31,
2004, 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
operation.

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 inherent to the primary business activity
of the Partnership.

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, factors that result in frequent
changes in the fair value of the Partnership?s open positions, and
consequently in its earnings, whether realized or
unrealized, and cash flow. Gains and losses on open positions of
exchange-traded futures, forwards, and options are settled daily
through variation margin. Gains and losses on off-exchange-traded
forward currency contracts are settled upon termination of the
contract, however, the Partnership is required to meet margin
requirements equal to the net unrealized loss on open contracts in
the Partnership accounts with the counterparty, which is
accomplished by daily maintenance of the cash balance in a custody
account held at Morgan Stanley DW for the benefit of MS & Co.

The Partnership?s total market risk may increase or decrease as it
is influenced by a wide variety of factors, including, but not
limited to, the diversification among the Partnership?s open
positions, the volatility present within the markets, and the
liquidity of the markets.

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 Partnership?s past performance is no guarantee 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 and
use of leverage may cause future losses and volatility (i.e. ?risk
of ruin?) that far exceed the Partnership?s experiences to date
under the ?Partnership?s Value at Risk in Different Market
Sectors? section and significantly exceed the Value at Risk
(?VaR?) tables disclosed.

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

Quantifying the Partnership?s Trading Value at Risk
The following quantitative disclosures regarding the Partner-
ship?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 and cash flow.

The Partnership?s risk exposure in the market sectors traded by
the Trading Advisors is estimated below in terms of VaR. The
Partnership estimates VaR using a model based upon historical
simulation (with a confidence level of 99%) which involves
constructing a distribution of hypothetical daily changes in the
value of a trading portfolio. The VaR model takes into account
linear exposures to risks including equity and commodity prices,
interest rates, foreign exchange rates, and correlation among
these variables. The hypothetical changes in portfolio value are
based on daily percentage changes observed in key market indices
or other market factors (?market risk factors?) to which the
portfolio is sensitive. The one-day 99% confidence level of the
Partnership?s VaR corresponds to the negative change in portfolio
value that, based on observed market risk factors, would have been
exceeded once in 100 trading days, or one day in 100. VaR
typically does not represent the worst case outcome. Demeter uses
approximately four years of daily market data (1,000 observations)
and revalues its portfolio (using delta-gamma approximations) for
each of the historical market moves that occurred over this time
period. This generates a probability distribution of daily
?simulated profit and loss? outcomes. The VaR is the appropriate
percentile of this distribution. For example, the 99% one-day VaR
would represent the 10th worst-outcome from Demeter?s
simulated profit and loss series.

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

VaR models, including the Partnership?s, are 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
Advisors 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, 2004 and 2003. At
December 31, 2004 and 2003, the Partnership?s total capital-
ization was approximately $14 million and $17 million,
respectively.

Primary Market December 31, 2004 December 31, 2003
Risk Category Value at Risk Value at Risk
Currency (4.11)% (3.62)%

The VaR for a market category represents the one-day downside risk
for the aggregate exposures associated with this market category.
Because the business of the Partnership 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, which could positively or
negatively materially impact market risk as measured by VaR.

The table below supplements the December 31, 2004 VaR set forth
above by presenting the Partnership?s high, low, and average VaR,
as a percentage of total net assets for the four quarter-end
reporting periods from January 1, 2004 through December 31, 2004.

Primary Market Risk Category High Low Average
Currency (4.11)% (1.52)% (2.44)%

Limitations on Value at Risk as an Assessment of Market Risk
VaR models permit estimation of a portfolio?s aggregate market
risk exposure, incorporating a range of varied market risks;
reflect risk reduction due to portfolio diversification or hedging
activities; and can cover a wide range of portfolio assets.
However, VaR risk measures should be viewed in light of the
methodology?s limitations, which include, but may not be
limited to the following:
* past changes in market risk factors will not always result in
accurate predictions of the distributions and correlations of
future market movements;
* changes in portfolio value caused by market movements may
differ from those of the VaR model;
* VaR results reflect past market fluctuations applied to current
trading positions while future risk depends on future
positions;
* VaR using a one-day time horizon does not fully capture the
market risk of positions that cannot be liquidated or hedged
within one day; and
* the historical market risk factor data used for VaR estimation
may provide only limited insight into losses that could be
incurred under certain unusual market movements.

In addition, the VaR tables above, as well as the past performance
of the Partnership, give no indication of the Partnership?s
potential ?risk of ruin?.

The VaR tables provided present the results of the Partnership?s
VaR for its market risk exposures at December 31, 2003 and for the
four quarter-end reporting periods during calendar year 2004. VaR
is not necessarily representative of the Partnership?s historic
risk, nor should it be used to predict the Partnership?s
future financial performance or its ability to manage or monitor
risk. There can be no assurance that the Partnership?s actual
losses on a particular day will not exceed the VaR amounts
indicated above or that such losses will not occur more than once
in 100 trading days.

Non-Trading Risk
The Partnership has non-trading market risk on its foreign cash
balances. The Partnership did not have any foreign currency
balances at December 31, 2004.

The Partnership also maintains a substantial portion
(approximately 85% as of December 31, 2004) of its available
assets in cash at Morgan Stanley DW. A decline in short-term
interest rates would result in a decline in the Partnership?s cash
management income. This cash flow risk is not considered to be
material.

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

Qualitative Disclosures Regarding Primary Trading Risk Exposures
The following qualitative disclosures regarding the Partnership?s
market risk exposures ? except for (A) those disclosures that are
statements of historical fact and (B) the descriptions of how the
Partnership manages its primary market risk exposures ? constitute
forward-looking statements within the meaning of Section 27A of
the Securities Act and Section 21E of the Securities Exchange Act.
The Partnership?s primary market risk exposures, as well as the
strategies used and to be used by Demeter and the Trading Advisors
for managing such exposures, are subject to numerous
uncertainties, contingencies and risks, any one of which could
cause the actual results of the Partnership?s risk controls to
differ materially from the objectives of such strategies.
Government interventions, defaults and expropriations, illiquid
markets, the emergence of dominant fundamental factors, political
upheavals, changes in historical price relationships, an influx of
new market participants, increased regulation, and many other
factors could result in material losses, as well as in material
changes to the risk exposures and the risk management strategies
of the Partnership. Investors must be prepared to lose all or
substantially all of their investment in the Partnership.

The following was the only trading risk exposure of the
Partnership at December 31, 2004. It may be anticipated, however,
that market exposure will vary materially over time.

Currency. The Partnership?s currency market exposure at December
31, 2004 was to exchange rate fluctuations, primarily fluctuations
which disrupt the historical pricing relationships between
different currencies and currency pairs. Interest rate changes,
as well as political and general economic conditions influence
these fluctuations. The Partnership trades a large number of
currencies, including cross-rates - i.e., positions between two
currencies other than the U.S. dollar. At December 31, 2004, the
Partnership?s major exposures were to the euro, Japanese yen,
British pound, Swedish krone, Swiss franc, Australian dollar,
Polish zloty, Canadian dollar, and Norwegian kroner currency
crosses, as well as 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 associated with the Partnership?s
currency trades will change significantly in the future.

Qualitative Disclosures Regarding Non-Trading Risk Exposure
At December 31, 2004, there was no non-trading risk exposure
because the Partnership did not have any foreign currency
balances.

Qualitative Disclosures Regarding Means of Managing Risk Exposure
The Partnership and the Trading Advisors, separately, attempt to
manage the risk of the Partnership?s open positions in essentially
the same manner in all market categories traded. Demeter attempts
to manage market exposure by diversifying the Partnership?s assets
among different Trading Advisors in a multi-advisor Partnership,
each of whose strategies focus on different market sectors and
trading approaches, and by monitoring the performance of the
Trading Advisors daily. In addition, the Trading Advisors
establish diversification guidelines, often set in terms of the
maximum margin to be committed to positions in any one market
sector or market-sensitive instrument.

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

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

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

Summary of Quarterly Results (Unaudited)

Quarter Total Trading Results Net Net Income/
Ended including interest Income/(Loss) (Loss) Per Unit

2004
March 31 $(1,579,022) $ (1,871,328) $(165.90)
June 30 (1,844,616) (2,093,905) (189.67)
September 30 (924,845) (1,154,422) (106.45)
December 31 3,673,782 3,460,191 326.01

Total $ (674,701) $ (1,659,464) $(136.01)

2003
March 31 $ 360,693 $ (62,406) $ (6.33)
June 30 1,144,264 729,245 59.15
September 30 (228,851) (539,511) (44.73)
December 31 1,313,243 938,976 81.15

Total $ 2,589,349 $ 1,066,304 $ 89.24

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

None.

Item 9A. CONTROLS AND PROCEDURES
(a) As of the end of the period covered by this annual report,
the President and Chief Financial Officer of Demeter, the
general partner of the Partnership, have evaluated the
effectiveness of the Partnership?s disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) of
the Exchange Act), and have judged such controls and
procedures to be effective.

(b) There have been no material changes during the period covered
by this annual report in the Partnership?s internal controls
or in other factors that could significantly affect these
controls subsequent to the date of their evaluation.

Management?s Report on Internal Control Over Financial Reporting
Demeter is responsible for the management of the Partnership.

Management of Demeter (?Management?) is responsible for
establishing and maintaining adequate internal control over
financial reporting. The internal control over financial
reporting is designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles.

The Partnership?s internal control over financial reporting
includes those policies and procedures that:

* Pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Partnership;

* Provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and
that the Partnership?s transactions are being made only in
accordance with authorizations of Management and directors;
and

* Provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of
the Partnership?s assets that could have a material effect on
the financial statements.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Partnership?s
internal control over financial reporting as of December 31, 2004.
In making this assessment, Management used the criteria set forth
by the Committee of Sponsoring Organizations of the Treadway
Commission in Internal Control-Integrated Framework. Based on our
assessment and those criteria, Management believes that the
Partnership maintained effective internal control over financial
reporting as of December 31, 2004.

Deloitte & Touche LLP, the Partnership?s independent registered
public accounting firm, has issued an audit report on Management?s
assessment of the Partnership?s internal control over financial
reporting and on the effectiveness of the Partnership?s internal
control over financial reporting. This report, which expresses
unqualified opinions on Management?s assessment and on the
effectiveness of the Partnership?s internal control over financial
reporting, appears under ?Report of Independent Registered Public
Accounting Firm? in the Partnership?s Annual Report to Limited
Partners for the year ended December 31, 2004.

Item 9B. OTHER INFORMATION

The Board of Directors of Demeter, the general partner of the
registrant, approved the engagement of Ernst & Young LLP as the
registrant?s principal accountant for tax purposes. Ernst & Young
LLP was engaged by the registrant on November 1, 2004. Deloitte &
Touche LLP will continue as the registrant?s principal accountant
and audit the financial statements of the registrant.
There have been no material disagreements with Deloitte &
Touche LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure.

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:

Mr. Jeffrey D. Hahn resigned his position as Chief Financial
Officer of Demeter.

Mr. Jeffrey S. Swartz resigned his position as a Director of
Demeter.

Mr. Jeffrey A. Rothman, age 43, is the Chairman of the Board of
Directors and President of Demeter. Mr. Rothman is the Managing
Director of Morgan Stanley Managed Futures, responsible for
overseeing all aspects of the firm?s managed futures department.
Mr. Rothman has been with the managed futures department for
eighteen years. Throughout his career, Mr. Rothman has helped
with the development, marketing, and administration of
approximately 40 commodity pools. Mr. Rothman is an active member
of the Managed Funds Association and has recently served on its
Board of Directors. Mr. Rothman has a B.A. degree in Liberal Arts
from Brooklyn College, New York.
Mr. Richard A. Beech, age 53, 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 Futures, Forex &
Metals. 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. Mr. Beech has a B.S. degree in Business
Administration from Ohio State University and an M.B.A. degree
from Virginia Polytechnic Institute and State University.

Mr. Raymond A. Harris, age 48, is a Director of Demeter. Mr.
Harris is currently Managing Director and head of Client Solutions
for Morgan Stanley Individual Investor Group (?IIG?), a Board
Member of Morgan Stanley DW Inc., and Director of Morgan Stanley
Trust. Mr. Harris joined Morgan Stanley in 1982 and served in
financial and operational assignments for Dean Witter Reynolds.
In 1994, he joined the Discover Financial Services division,
leading restructuring and product development efforts. Mr. Harris
became Chief Administrative Officer for Morgan Stanley Investment
Management in 1999. In 2001, he was named head of Global Products
and Services for Investment Management. Mr. Harris has an M.B.A.
in Finance from the University of Chicago and a B.A. degree
from Boston College.

Mr. Frank Zafran, age 50, is a Director of Demeter. Mr. Zafran is
an Executive Director of Morgan Stanley and, in September 2002,
was named Chief Administrative Officer of Morgan Stanley?s Client
Solutions Division. Mr. Zafran joined the firm in 1979 and has
held various positions in Corporate Accounting and the Insurance
Department, including Senior Operations Officer ? Insurance
Division, until his appointment in 2000 as Director of 401(k) Plan
Services, responsible for all aspects of 401(k) Plan Services
including marketing, sales, and operations. Mr. Zafran received a
B.S. degree in Accounting from Brooklyn College, New York.

Mr. Douglas J. Ketterer, age 39, is a Director of Demeter. Mr.
Ketterer is a Managing Director and has had responsibility for
managing a number of departments at Morgan Stanley over the years,
most recently as head of the Investment Solutions Group, which is
comprised of a number of departments which offer products and
services through Morgan Stanley?s IIG (including Managed Futures,
Alternative Investments, Insurance Services, Personal Trust,
Corporate Services, and others). Mr. Ketterer joined the firm in
1990 in the Corporate Finance Division as a part of the Retail
Products Group. He later moved to the origination side of
Investment Banking, and then, after the merger between Morgan
Stanley and Dean Witter, served in the Product Development Group
at Morgan Stanley Dean Witter Advisors (now known as Morgan
Stanley Funds). From the summer of 2000 to the summer of 2002, Mr.
Ketterer served as the Chief Administrative Officer for Morgan
Stanley Investment Management, where he headed the Strategic
Planning & Administrative Group. Mr. Ketterer received his M.B.A.
from New York University?s Leonard N. Stern School of Business and
his B.S. in Finance from the University at Albany?s School of
Business.

Mr. Todd Taylor, age 42, is a Director of Demeter. Mr. Taylor
began his career with Morgan Stanley in June 1987 as a Financial
Advisor in the Dallas office. In 1995, he joined the Management
Training Program in New York and was appointed Branch Manager of
the Missouri and southern Illinois branch offices in 1997. Three
years later, in 2000, Mr. Taylor was appointed to a newly created
position, Director of IIG Learning and Development, before
becoming the Director of IIG Strategy in 2002. Most recently, Mr.
Taylor has taken on a new role as the High Net Worth Segment
Director. Mr. Taylor graduated from Texas Tech University with a
B.B.A. in Finance.

Mr. William D. Seugling, age 35, is a Director of Demeter. Mr.
Seugling is a Managing Director at Morgan Stanley and currently
serves as Director of Client Solutions for U.S. Private Wealth
Management. Mr. Seugling joined Morgan Stanley in June 1993 as an
Associate in Equity Structured Products having previously worked
in research and consulting for Greenwich Associates from
October 1991 to June 1993. Since 1994, he has focused broadly on
analysis and solutions for wealthy individuals and families
culminating in his current role within the division. He was named
Vice President in 1996 and an Executive Director in 1999. Mr.
Seugling graduated cum laude from Bucknell University with a B.S.
in Management and a concentration in Chemistry.

Ms. Louise M. Wasso-Jonikas, age 51, is a Director of Demeter.
Ms. Wasso-Jonikas is a Managing Director of Morgan Stanley and the
Director of Alternative Investments for the IIG of Morgan Stanley.
Ms. Wasso-Jonikas was Co-Founder, President, and Chief Operating
Officer of Graystone Partners, an objective consulting firm, from
1993 to 1999, when Graystone was acquired by Morgan Stanley.
Prior to founding Graystone, Ms. Wasso-Jonikas was a Senior Vice
President at Bessemer Trust and opened their Chicago office. She
also was a Vice President at the Northern Trust in their Wealth
Management Services Group where she worked exclusively with their
largest private clients and family offices throughout the U.S. and
abroad, serving their broad investment and custody needs. Ms.
Wasso-Jonikas also worked as an equity block trader with Goldman
Sachs and with Morgan Stanley advising and managing money for
private clients. Ms. Wasso-Jonikas? focus is on developing a
robust external manager platform utilizing alternative managers
for Morgan Stanley?s IIG clients as well as overseeing some of
the Morgan Stanley?s largest client relationships. Ms.
Wasso-Jonikas holds a B.A. in Economics from Mount Holyoke College
and an M.B.A in Finance from the University of Chicago Graduate
School of Business.

Mr. Kevin Perry, age 35, is the Chief Financial Officer of
Demeter. Mr. Perry currently serves as an Executive Director and
Controller within the IIG at Morgan Stanley. Mr. Perry joined
Morgan Stanley in October 2000 and is also Chief Financial Officer
of Morgan Stanley Trust National Association, Van Kampen Funds
Inc., and Morgan Stanley Distribution, Inc. Prior to joining
Morgan Stanley, Mr. Perry worked as an auditor and consultant in
the financial services practice of Ernst & Young LLP from October
1991 to October 2000. Mr. Perry received a B.S. degree in
Accounting from the University of Notre Dame in 1991 and is a
Certified Public Accountant.

All of the foregoing directors have indefinite terms.

The Audit Committee
The Partnership is operated by its general partner, Demeter, and
does not have an audit committee. The entire Board of Directors
of Demeter serves as the audit committee. None of the directors
are considered to be ?independent? as that term is used in Item
7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of
1934, as amended. The Board of Directors of Demeter has
determined that Mr. Kevin Perry is the audit committee financial
expert.

Code of Ethics

The Partnership has not adopted a code of ethics that applies to
the Partnership?s principal executive officer, principal financial
officer, principal accounting officer or controller, or persons
performing similar functions. The Partnership is operated by its
general partner, Demeter. The President, Chief Financial Officer,
and each member of the Board of Directors of Demeter are employees
of Morgan Stanley and are subject to the code of ethics adopted by
Morgan Stanley, the text of which can be viewed on Morgan
Stanley?s website at http://www.morganstanley.com/
ourcommitment/codeofconduct.html.

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, 2004, 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, 2004,
Demeter owned 131.267 Units of general partnership interest,
representing a 1.26 percent interest in the Partnership.

(c) Changes in Control ? None.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Refer to Note 2 ? ?Related Party Transactions? of ?Notes to
Financial Statements?, in the accompanying Annual Report to Limited
Partners for the year ended December 31, 2004, which is
incorporated by reference to Exhibit 13.01 of this Form 10-K. In
its capacity as the Partnership?s retail commodity broker, Morgan
Stanley DW received commodity brokerage commissions (paid and
accrued by the Partnership) of $684,355 for the year ended December
31, 2004.

Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The Partnership pays accounting fees as discussed in Note 1
to Financial Statements in the Annual Report to the Limited
Partners for the year ended December 31, 2004.

(1) Audit Fees. The aggregate fees for professional services
rendered by Deloitte & Touche LLP in connection with their audit
of the Partnership?s financial statements and reviews of the
financial statements included in the Quarterly Reports on Form
10-Q, and in connection with statutory and regulatory filings for
the year ended December 31, 2004 were approximately $23,870 and
for the year ended December 31, 2003 were $22,642.

(2) Audit-Related Fees. There were no fees for assurance and
related services rendered by Deloitte & Touche LLP for the years
ended December 31, 2004 and 2003.

(3) Tax Fees. The aggregate fees for tax compliance services
rendered by Ernst & Young LLP were approximately $30,446 and
Deloitte & Touche LLP were $29,559 for the years ended December 31,
2004 and 2003, respectively.

(4) All Other Fees. None.

As of the date of this Report, the Board of Directors of Demeter
has not adopted pre-approval policies and procedures. As a
result, all services provided by Ernst & Young LLP and Deloitte &
Touche LLP must be directly pre-approved by the Board of
Directors of Demeter. Additionally, all services provided by
Deloitte & Touche LLP and Ernst & Young LLP must be communicated
to Morgan Stanley?s Audit Director.

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
registered public accounting firm, all appearing in the
accompanying Annual Report to Limited Partners for the year ended
December 31, 2004, are incorporated by reference to Exhibit 13.01
of this Form 10-K:
- - Report of Deloitte & Touche LLP, independent registered public
accounting firm, for the years ended December 31, 2004, 2003,
and 2002.

- - Statements of Financial Condition, including the Schedules of
Investments, as of December 31, 2004 and 2003.

- - Statements of Operations, Changes in Partners' Capital, and
Cash Flows for the years ended December 31, 2004, 2003, and
2002.

- - Notes to Financial Statements.

With the exception of the aforementioned information and the
information incorporated in Items 7, 8 and 13, the Annual Report
to Limited Partners for the year ended December 31, 2004 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.

(c) Exhibits
Refer to Exhibit Index on Pages 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 WORLD CURRENCY FUND L.P.
(Registrant)

BY: Demeter Management Corporation,
General Partner

March 31, 2005 BY: /s/ Jeffrey A. Rothman
Jeffrey A. Rothman,
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/ Jeffrey A. Rothman March 31, 2005
Jeffrey A. Rothman, President

/s/ Richard A. Beech March 31, 2005
Richard A. Beech, Director

/s/ Raymond A. Harris March 31, 2005
Raymond A. Harris, Director

/s/ Frank Zafran March 31, 2005
Frank Zafran, Director

/s/ Douglas J. Ketterer March 31, 2005
Douglas J. Ketterer, Director

/s/ Todd Taylor March 31, 2005
Todd Taylor, Director

/s/ William D. Seugling March 31, 2005
William D. Seugling, Director

/s/ Louise M. Wasso-Jonikas March 31, 2005
Louise M. Wasso-Jonikas, Director

/s/ Kevin Perry March 31, 2005
Kevin Perry, Chief Financial Officer

EXHIBIT INDEX
ITEM

3.01 Limited Partnership Agreement of the Partnership, dated as
of December 8, 1992, is incorporated by reference to Exhibit
3.01 and Exhibit 3.02 of the Partnership's Registration
Statement on Form S-1 (File No. 33-55806).

10.01 (a) Management Agreement among the Partnership, Demeter, and
CCA Capital Management Inc., dated as of April 2, 1993, is
incorporated by reference to Exhibit 10.01(a) of the
Partnership?s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2002.

(b) Management Agreement among the Partnership, Demeter, and
Colorado Commodities Management Corporation, dated as of
April 2, 1993, is incorporated by reference to Exhibit 10.01
(b) of the Partnership?s Quarterly Report on Form 10-Q for
the quarter ended June 30, 2002.

(c) Management Agreement among the Partnership, Demeter, and
Ezra Zask Associates Inc., dated as of April 2, 1993, is
incorporated by reference to Exhibit 10.01(c) of the
Partnership?s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2002.

(d) Management Agreement among the Partnership, Demeter, and
Millburn Ridgefield Corporation, dated as of April 2, 1993,
is incorporated by reference to Exhibit 10.01(d) of the
Partnership?s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2002.

10.02 Management Agreement among the Partnership, Demeter and John
W. Henry & Company, Inc., dated as of June 1, 1995, is
incorporated by reference to Exhibit 10.03 of the
Partnership's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.

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. 0-23826) 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. 0-23826) filed with the Securities and Exchange
Commission on November 13, 2001.

10.05 Foreign Exchange and Options Master Agreement between MS &
Co. and the Partnership, dated as of April 30, 2000, is
incorporated by reference to Exhibit 10.04 of the
Partnership?s Form 8-K (File No. 0-23826) filed with the
Securities and Exchange Commission on November 13, 2001.

10.06 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. 0-23826) filed with the
Securities and Exchange Commission on November 13, 2001.

10.07 Amendment to Management Agreement among the Partnership,
Morgan Stanley DW, and John W. Henry & Company, Inc., dated
as of November 30, 2000, is incorporated by reference to
Exhibit 10.1 of the Partnership?s Form 8-K (File No. 0-
23826) filed with the Securities and Exchange Commission on
January 3, 2001.

10.08 Amendment to Management Agreement between the Partnership
and Millburn Ridgefield Corporation, dated as of November
30, 2000, is incorporated by reference to Exhibit 10.2 of
the Partnership?s Form 8-K (File No. 0-23826) filed with the
Securities and Exchange Commission on January 3, 2001.

13.01 December 31, 2004 Annual Report to Limited Partners is filed
herewith.

31.01 Certification of President of Demeter Management Corpor-
ation, the general partner of the Partnership pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.

31.02 Certification of Chief Financial Officer of Demeter
Management Corporation, the general partner of the
Partnership pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.

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

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

World
Currency
Fund

December 31, 2004
Annual Report

[LOGO] Morgan Stanley

DEAN WITTER WORLD CURRENCY 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 compound annualized return since inception for
the Fund. Past performance is no guarantee of future results.

INCEPTION- COMPOUND
TO-DATE ANNUALIZED
1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 RETURN RETURN
FUND % % % % % % % % % % % % % %
- -------------------------------------------------------------------------------------------------------------

World Currency Fund (17.4) (25.1) 2.0 13.0 39.3 (2.6) 2.7 6.4 10.8 17.3 6.5 (9.3) 32.7 2.4
(9 mos.)
- -------------------------------------------------------------------------------------------------------------

DEMETER MANAGEMENT CORPORATION

330 Madison Avenue, 8th Floor
New York, NY 10017
Telephone (212) 905-2700

DEAN WITTER WORLD CURRENCY FUND L.P.
ANNUAL REPORT
2004

Dear Limited Partner:

This marks the twelfth annual report for the Dean Witter World Currency Fund
L.P. (the "Fund"). The Fund began the year trading at a Net Asset Value per
Unit of $1,462.58 and decreased by 9.3% to $1,326.57 on December 31, 2004. The
Fund has increased by 32.7% since its inception of trading in April 1993 (a
compound annualized return of 2.4%).

Detailed performance information for the Fund is located in the body of the
financial report. We provide a trading results by currency chart that portrays
trading gains and trading losses for the year in each of the five major
currencies in which the Fund participates, and composite information for all
other "minor" and "cross-rate" currency positions traded within the Fund.

The trading results by currency chart indicates the year's composite
percentage returns generated by the specific assets dedicated to trading within
each currency in which the Fund participates. Please note that there is not an
equal amount of assets in each currency, and the specific allocations of assets
by the Fund to each currency 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.

Should you have any questions concerning this report, please feel free to
contact Demeter Management Corporation, 330 Madison Avenue, 8th Floor, New
York, NY 10017 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 no
guarantee of future results.

Sincerely,

/s/ Jeffrey A. Rothman
Jeffrey A. Rothman
Chairman of the Board of Directors and President
Demeter Management Corporation
General Partner for
Dean Witter World Currency Fund L.P.

DEAN WITTER WORLD CURRENCY FUND L.P.

[CHART]

Year ended December 31, 2004
----------------------------
Australian dollar -0.12%
British pound -3.75%
Euro 1.35%
Japanese yen -9.61%
Swiss franc -0.77%
Minor Currencies 5.45%
Cross-rates -0.65%

Note: Includes trading results and commissions but does not include other fees
or interest income.
Minor currencies may include, but are not limited to, the South African
rand, Thai baht, Greek drachma, Singapore dollar, Mexican peso, New
Zealand dollar, Canadian dollar, Polish zloty, Korean won, Brazilian real,
Czech koruna, and Norwegian krone.
Cross-rate transactions involve positions between two currencies other
than the U.S. dollar.

FACTORS INFLUENCING ANNUAL TRADING LOSSES:
.. Losses were recorded from positions in the Japanese yen versus the U.S.
dollar. Long yen positions resulted in losses during February after the Bank
of Japan stemmed the yen's rise through currency market interventions. The
yen's value declined further under pressure from an elevation in Japan's
security level. During March, short yen positions experienced losses as the
yen reversed higher due to speculation that the Bank of Japan relaxed its
currency-weakening efforts. During April, long yen positions incurred losses
as the U.S. dollar surged following the release of stronger-than-expected
U.S. jobs data. The yen also came under pressure following yen-weakening
efforts by the Japanese government. Short yen positions versus the U.S.
dollar experienced losses during May as the U.S. dollar's value declined
amid fears of potential terrorist attacks, expanding energy prices, and the
release of weaker-than-expected economic data. During June, short yen
positions resulted in further losses as the yen reversed higher amid
improvements in the Japanese economy and speculation for an increase in
Japanese interest rates. During August and September, short yen positions
incurred losses as the U.S. dollar's value declined due to concerns for U.S.
economic

WORLD CURRENCY FUND L.P.

growth, soft economic data, and record-high oil prices. Losses also resulted
from positions in the Singapore dollar as its value experienced directionless
volatility in tandem with the Japanese yen.

.. Additional losses were incurred from positions in the British pound,
Norwegian krone, and Swiss franc versus the U.S. dollar throughout a
majority of the year. Long pound positions versus the U.S. dollar resulted
in losses during March and April as the U.S. dollar's value reversed higher
amid positive U.S. economic data. Long Norwegian krone and Swiss franc
positions also incurred losses as the U.S. dollar temporarily strengthened
amid a decline in U.S. unemployment claims. During November, short pound
positions experienced losses as the U.S. dollar's value moved lower in
response to the growing U.S. Current-Account deficit. During December, long
pound positions resulted in losses as the value of the pound reversed lower
following news that the Bank of England was considering an interest rate cut.

.. Relatively smaller losses resulted from positions in the Mexican peso, South
African rand, and Australian dollar versus the U.S. dollar in response to
erratic U.S. dollar movement throughout much of the year and interest rate
differentials between these countries and the U.S.

FACTORS INFLUENCING ANNUAL TRADING GAINS:
.. Gains were recorded from long positions in the Canadian dollar versus the
U.S. dollar as the Canadian dollar's value moved higher amid a bullish
Canadian economic outlook and a U.S. dollar value weighed down by concerns
for U.S. economic growth and the U.S. Current-Account deficit.

.. Additional gains were achieved, primarily during the fourth quarter, from
long positions in the New Zealand dollar, Polish zloty, Korean won,
Brazilian real, and Czech koruna, all versus the U.S. dollar, as the U.S.
dollar's value responded negatively to higher oil and gold prices,
weaker-than-expected economic data, and huge U.S. budget and trade deficits.

.. Finally, gains resulted from long positions in the euro versus the U.S.
dollar during the fourth quarter as the euro's value trended higher amid
European economic growth and a decline in the value of the U.S. dollar.

DEAN WITTER WORLD CURRENCY FUND L.P.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Demeter Management Corporation ("Demeter"), the general partner of Dean
Witter World Currency Fund L.P. (the "Partnership"), is responsible for the
management of the Partnership.

Management of Demeter ("Management") is responsible for establishing and
maintaining adequate internal control over financial reporting. The internal
control over financial reporting is designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally
accepted accounting principles.

The Partnership's internal control over financial reporting includes those
policies and procedures that:

. Pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the
assets of the Partnership;

. Provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally
accepted accounting principles, and that the Partnership's transactions are
being made only in accordance with authorizations of Management and
directors; and

. Provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the Partnership's assets
that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Partnership's internal control
over financial reporting as of December 31, 2004. In making this assessment,
Management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission in Internal Control--Integrated
Framework. Based on our assessment and those criteria, Management believes that
the Partnership maintained effective internal control over financial reporting
as of December 31, 2004.

Deloitte & Touche LLP, the Partnership's independent registered public
accounting firm, has issued an audit report on Management's assessment of the
Partnership's internal control over financial reporting and on the
effectiveness of the Partnership's internal control over financial reporting.
This report, which expresses unqualified opinions on Management's assessment
and on the effectiveness of the Partnership's internal control over financial
reporting, appears under "Report of Independent Registered Public Accounting
Firm" on the following page.

New York, New York
March 11, 2005

DEAN WITTER WORLD CURRENCY FUND L.P.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Limited Partners and the General Partner:

We have audited management's assessment, included in the accompanying
Management's Report on Internal Control Over Financial Reporting, that Dean
Witter World Currency Fund L.P. (the "Partnership") maintained effective
internal control over financial reporting as of December 31, 2004, based on
criteria established in Internal Control--Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission. The
Partnership's management is responsible for maintaining effective internal
control over financial reporting and for its assessment of the effectiveness of
internal control over financial reporting. Our responsibility is to express an
opinion on management's assessment and an opinion on the effectiveness of the
Partnership's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal
control over financial reporting, evaluating management's assessment, testing
and evaluating the design and operating effectiveness of internal control, and
performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our
opinions.

A company's internal control over financial reporting is a process designed
by, or under the supervision of, the company's principal executive and
principal financial officers, or persons performing similar functions, and
effected by the company's board of directors, management, and other personnel
to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company's internal
control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly

reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition
of the company's assets that could have a material effect on the financial
statements.

Because of the inherent limitations of internal control over financial
reporting, including the possibility of collusion or improper management
override of controls, material misstatements due to error or fraud may not be
prevented or detected on a timely basis. Also, projections of any evaluation of
the effectiveness of the internal control over financial reporting to future
periods are subject to the risk that the controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.

In our opinion, management's assessment that the Partnership maintained
effective internal control over financial reporting as of December 31, 2004, is
fairly stated, in all material respects, based on the criteria established in
Internal Control--Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Also in our opinion, the Partnership
maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2004, based on the criteria established in
Internal Control--Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the financial statements as of and
for the year ended December 31, 2004 of the Partnership and our report dated
March 11, 2005 expressed an unqualified opinion on those financial statements.

/s/ Deloitte & Touche LLP

New York, New York
March 11, 2005

DEAN WITTER WORLD CURRENCY FUND L.P.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Limited Partners and the General Partner:

We have audited the accompanying statements of financial condition of Dean
Witter World Currency Fund L.P. (the "Partnership"), including the schedules of
investments, as of December 31, 2004 and 2003, and the related statements of
operations, changes in partners' capital, and cash flows for each of the three
years in the period ended December 31, 2004. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

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

In our opinion, such financial statements present fairly, in all material
respects, the financial position of Dean Witter World Currency Fund L.P. at
December 31, 2004 and 2003, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 2004, in
conformity with accounting principles generally accepted in the United States
of America.

We have also audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the effectiveness of the
Partnership's internal control over financial reporting as of December 31,
2004, based on the criteria established in Internal Control--Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission and our report dated March 11, 2005 expressed an unqualified opinion
on management's assessment of the effectiveness of the Partnership's internal
control over financial reporting and an unqualified opinion on the
effectiveness of the Partnership's internal control over financial reporting.

/s/ Deloitte & Touche LLP

New York, New York
March 11, 2005

DEAN WITTER WORLD CURRENCY FUND L.P.

STATEMENTS OF FINANCIAL CONDITION

DECEMBER 31,
---------------------
2004 2003
---------- ----------
$ $

ASSETS
Equity in futures interests trading accounts:
Cash 12,945,037 16,359,141
Net unrealized gain on open contracts 953,614 651,468
---------- ----------
Total Trading Equity 13,898,651 17,010,609
Due from Morgan Stanley DW 19,982 28,020
Interest receivable (Morgan Stanley DW) 17,959 9,501
---------- ----------
Total Assets 13,936,592 17,048,130
========== ==========

LIABILITIES AND PARTNERS' CAPITAL

LIABILITIES
Redemptions payable 101,380 165,803
Accrued management fees 23,214 28,396
Accrued administrative expenses 8,208 10,627
Accrued incentive fee -- 72,698
---------- ----------
Total Liabilities 132,802 277,524
---------- ----------

PARTNERS' CAPITAL
Limited Partners (10,274.395 and
11,335.204 Units, respectively) 13,629,656 16,578,618
General Partner (131.267 Units) 174,134 191,988
---------- ----------
Total Partners' Capital 13,803,790 16,770,606
---------- ----------
Total Liabilities and Partners' Capital 13,936,592 17,048,130
========== ==========

NET ASSET VALUE PER UNIT 1,326.57 1,462.58
========== ==========

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

DEAN WITTER WORLD CURRENCY FUND L.P.

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31,
----------------------------------
2004 2003 2002
---------- ---------- ----------
$ $ $

INVESTMENT INCOME
Interest income
(Morgan Stanley DW) 137,833 133,771 206,174
---------- ---------- ----------
EXPENSES
Brokerage commissions
(Morgan Stanley DW) 684,355 853,615 726,787
Management fees 264,338 341,455 335,866
Administrative expenses 36,070 43,781 41,135
Incentive fees -- 284,194 427,708
---------- ---------- ----------
Total Expenses 984,763 1,523,045 1,531,496
---------- ---------- ----------
NET INVESTMENT LOSS (846,930) (1,389,274) (1,325,322)
---------- ---------- ----------
TRADING RESULTS
Trading profit (loss):
Realized (1,114,680) 2,777,764 4,610,969
Net change in unrealized 302,146 (322,186) (583,978)
---------- ---------- ----------
Total Trading Results (812,534) 2,455,578 4,026,991
---------- ---------- ----------
NET INCOME (LOSS) (1,659,464) 1,066,304 2,701,669
========== ========== ==========
NET INCOME (LOSS) ALLOCATION:
Limited Partners (1,641,610) 1,054,585 2,653,012
General Partner (17,854) 11,719 48,657

NET INCOME (LOSS) PER UNIT:
Limited Partners (136.01) 89.24 202.57
General Partner (136.01) 89.24 202.57

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

FOR THE YEARS ENDED DECEMBER 31, 2004, 2003, AND 2002

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

Partners' Capital,
December 31, 2001 14,314.630 16,393,224 365,872 16,759,096
Net income -- 2,653,012 48,657 2,701,669
Redemptions (1,582.269) (1,810,676) (164,260) (1,974,936)
---------- ---------- -------- ----------
Partners' Capital,
December 31, 2002 12,732.361 17,235,560 250,269 17,485,829
Net income -- 1,054,585 11,719 1,066,304
Redemptions (1,265.890) (1,711,527) (70,000) (1,781,527)
---------- ---------- -------- ----------
Partners' Capital,
December 31, 2003 11,466.471 16,578,618 191,988 16,770,606
Net loss -- (1,641,610) (17,854) (1,659,464)
Redemptions (1,060.809) (1,307,352) -- (1,307,352)
---------- ---------- -------- ----------
Partners' Capital,
December 31, 2004 10,405.662 13,629,656 174,134 13,803,790
========== ========== ======== ==========

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

DEAN WITTER WORLD CURRENCY FUND L.P.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31,
----------------------------------
2004 2003 2002
---------- ---------- ----------
$ $ $

CASH FLOWS FROM
OPERATING ACTIVITIES
Net income (loss) (1,659,464) 1,066,304 2,701,669
Noncash item included in net
income (loss):
Net change in unrealized (302,146) 322,186 583,978
(Increase) decrease in operating
assets:
Due from Morgan Stanley DW 8,038 (9,613) (18,407)
Interest receivable
(Morgan Stanley DW) (8,458) 3,705 4,869
Increase (decrease) in operating
liabilities:
Accrued management fees (5,182) (1,056) 605
Accrued administrative
expenses (2,419) 191 3,152
Accrued incentive fees (72,698) 72,698 (188,820)
---------- ---------- ----------
Net cash provided by (used for)
operating activities (2,042,329) 1,454,415 3,087,046
---------- ---------- ----------

CASH FLOWS FROM
FINANCING ACTIVITIES
Increase (decrease) in
redemptions payable (64,423) 9,658 (175,013)
Redemptions of Units (1,307,352) (1,781,527) (1,974,936)
---------- ---------- ----------
Net cash used for financing
activities (1,371,775) (1,771,869) (2,149,949)
---------- ---------- ----------

Net increase (decrease) in cash (3,414,104) (317,454) 937,097

Balance at beginning of period 16,359,141 16,676,595 15,739,498
---------- ---------- ----------

Balance at end of period 12,945,037 16,359,141 16,676,595
========== ========== ==========

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

DEAN WITTER WORLD CURRENCY FUND L.P.

SCHEDULES OF INVESTMENTS

DECEMBER 31, 2004 AND 2003

LONG UNREALIZED PERCENTAGE SHORT UNREALIZED PERCENTAGE
FUTURES AND FORWARD CONTRACTS GAIN/(LOSS) OF NET ASSETS GAIN/(LOSS) OF NET ASSETS
- ----------------------------- --------------- ------------- ---------------- -------------
2004 PARTNERSHIP NET ASSETS: $13,803,790 $ % $ %

Foreign currency 1,031,748 7.47* (78,134) (0.57)
========= ==== ======== =====
Unrealized Currency Gain (Loss)

Total Net Unrealized Gain per Statement of Financial Condition

2003 PARTNERSHIP NET ASSETS: $16,770,606
Foreign currency 942,619 5.62* (291,151) (1.74)
========= ==== ======== =====
Unrealized Currency Gain (Loss)

Total Net Unrealized Gain per Statement of Financial Condition

NET UNREALIZED
FUTURES AND FORWARD CONTRACTS GAIN/(LOSS)
- ----------------------------- --------------
2004 PARTNERSHIP NET ASSETS: $13,803,790 $

Foreign currency 953,614

Unrealized Currency Gain (Loss) --
-------
Total Net Unrealized Gain per Statement of Financial Condition 953,614
=======
2003 PARTNERSHIP NET ASSETS: $16,770,606
Foreign currency 651,468

Unrealized Currency Gain (Loss) --
-------
Total Net Unrealized Gain per Statement of Financial Condition 651,468
=======

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

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

DEAN WITTER WORLD CURRENCY FUND L.P.

NOTES TO FINANCIAL STATEMENTS

- --------------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION. Dean Witter World Currency 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
foreign currencies (collectively, "Futures Interests").
The Partnership's general partner is Demeter Management Corporation
("Demeter"). The non-clearing commodity broker is Morgan Stanley DW Inc.
("Morgan Stanley DW"). The clearing commodity broker is Morgan Stanley & Co.
Incorporated ("MS&Co."). Demeter, Morgan Stanley DW, and MS&Co. are
wholly-owned subsidiaries of Morgan Stanley.
Effective June 20, 2002, Morgan Stanley Dean Witter & Co. changed its name to
Morgan Stanley.
The trading advisors for the Partnership are John W. Henry & Company, Inc.
("JWH") and Millburn Ridgefield Corporation ("Millburn") (collectively, the
"Trading Advisors").
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.

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

REVENUE RECOGNITION. Futures Interests are open commitments until settlement
date, at which time they are realized. 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 trading profit (loss) on open contracts from one
period to the

DEAN WITTER WORLD CURRENCY FUND L.P.

NOTES TO FINANCIAL STATEMENTS
(continued)

next on the Statements of Operations. Monthly, Morgan Stanley DW pays the
Partnership interest income equal to 80% of the average daily Net Assets for
the month at a rate equal to the average yield on 13-week U.S. Treasury bills.
For purposes of such interest payments, Net Assets do not include monies owed
to the Partnership 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 December 2003, the American Institute
of Certified Public Accountants' Accounting Standards Executive Committee
issued Statement of Position 03-4 ("SOP 03-4") "Reporting Financial Highlights
and Schedule of Investments by Nonregistered Investment Partnerships: An
Amendment to the Audit and Accounting Guide Audits Of Investment Companies and
AICPA Statement of Position 95-2, Financial Reporting By Nonpublic Investment
Partnerships". SOP 03-4 requires commodity pools to disclose the number of
contracts, the contracts' expiration dates, and the cumulative unrealized
gains/(losses) on open futures contracts, when the cumulative unrealized
gains/(losses) on an open futures contract exceeds 5% of Net Assets, taking
long and short positions into account separately. SOP 03-4 also requires ratios
for net investment income/(losses), expenses before and after incentive fees,
and net income/(losses) based on average net assets, and ratios for total
return before and after incentive fees based on average units outstanding to be
disclosed in Financial Highlights. SOP 03-4 was effective for fiscal years
ending after December 15, 2003.

EQUITY IN FUTURES INTERESTS TRADING ACCOUNTS. The Partnership's asset "Equity
in futures interests trading accounts," reflected on the Statements of
Financial Condition, consists of (A) cash on deposit with Morgan Stanley DW and
MS&Co. 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

DEAN WITTER WORLD CURRENCY FUND L.P.

NOTES TO FINANCIAL STATEMENTS
(continued)

value, and (C) the 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. acting as its commodity broker. Pursuant to brokerage
agreements with MS&Co., to the extent that such trading results in unrealized
gains or losses, the amounts are offset and reported on a net basis on the
Partnership's Statements of Financial Condition.

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

BROKERAGE COMMISSIONS AND RELATED TRANSACTION FEES AND COSTS. The Partnership
accrues brokerage commissions and transaction fees and costs on a half-turn
basis, at 80% and 100%, respectively, of the rates Morgan Stanley DW charges
parties that are not clearinghouse members. Brokerage commissions and
transaction fees and costs combined are capped at 13/20 of 1% per month (a
maximum 7.8% annual rate) of the Partnership's month-end Net Assets.

OPERATING EXPENSES. The Partnership bears all operating expenses related to
its trading activities, to a maximum of 1/4 of 1% annually of the
Partnership's average month-end Net Assets. 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.

REDEMPTIONS. Limited partners may redeem some or all of their Units at 100% of
the Net Asset Value per Unit as of the end of any month upon five business days
advance notice by redemption form to Demeter.

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

DEAN WITTER WORLD CURRENCY FUND L.P.

NOTES TO FINANCIAL STATEMENTS
(continued)

to date. Demeter does not intend to make any distributions of the Partnership's
profits.

INCOME TAXES. No provision for income taxes has been made in the accompanying
financial statements, as partners are individually responsible for reporting
income or loss based upon their respective share of 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.

RECLASSIFICATIONS. Certain reclassifications have been made to the prior
years' financial statements to conform to the current year presentation. Such
reclassifications have no impact on the Partnership's reported net income
(loss).

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

- --------------------------------------------------------------------------------
3. TRADING ADVISORS
Compensation to JWH and Millburn consists of a management fee and an incentive
fee as follows:

MANAGEMENT FEE. The Partnership pays a monthly management fee equal to 1/6 of
1% per month (a 2% annual rate) of the Partnership's adjusted Net Assets as of
the end of each month.

INCENTIVE FEE. The Partnership pays a quarterly incentive fee to each trading
advisor equal to 20% of trading profits experienced with respect to the Net
Assets allocated to such trading advisor as of the end of each calendar
quarter. Trading profits represent the amount by which profits from futures,
forwards, and options trading exceed losses after brokerage commis-

DEAN WITTER WORLD CURRENCY FUND L.P.

NOTES TO FINANCIAL STATEMENTS
(continued)

sions, management fees, transaction fees and costs, and administrative expenses
are deducted. Such incentive fee is accrued in each month in which trading
profits occur. In those months in which trading profits are negative, previous
accruals, if any, during the incentive period are reduced. In those instances
in which a limited partner redeems Units, the incentive fee (earned through the
redemption date) is paid to such advisor on those redeemed Units in the month
of redemption.

- --------------------------------------------------------------------------------
4. FINANCIAL INSTRUMENTS
The Partnership trades Futures 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 exchange-traded contracts is based on the settlement
price quoted by the exchange on the day with respect to which market value is
being determined. If an exchange-traded contract could not have been liquidated
on such day due to the operation of daily limits or other rules of the
exchange, the settlement price shall be the settlement price on the first
subsequent day on which the contract could be liquidated. The market value of
off-exchange-traded contracts is based on the fair market value quoted by the
counterparty.
The Partnership's contracts are accounted for on a trade-date basis and
marked to market on a daily basis. The Partnership accounts for its derivative
investments in accordance with the provisions of Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and
Hedging Activities" ("SFAS No. 133"). SFAS No. 133 defines a derivative as a
financial instrument or other contract that has all three of the following
characteristics:

(1)One or more underlying notional amounts or payment provisions;

DEAN WITTER WORLD CURRENCY FUND L.P.

NOTES TO FINANCIAL STATEMENTS
(continued)

(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 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
---- --------- --------- ------- --------- ---------
$ $ $

2004 -- 953,614 953,614 -- Mar. 2005
2003 -- 651,468 651,468 -- Mar. 2004

The Partnership has credit risk associated with counterparty nonperformance.
The credit risk associated with the instruments in which the Partnership trades
is limited to the amounts reflected in the Partnership's Statements of
Financial Condition.
The Partnership also has credit risk because Morgan Stanley DW and MS&Co. act
as the futures commission merchants or the counterparties, with respect to most
of the Partnership's assets. Exchange-traded futures, forward, 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 and MS&Co.,
each as a futures commission merchant for the Partnership's exchange-traded
futures, forward, 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, forward, and
futures-styled options contracts, including an amount equal to the net
unrealized gains (losses) on all open futures, forward, and futures-styled
options contracts. With respect to the Partnership's off-

DEAN WITTER WORLD CURRENCY FUND L.P.

NOTES TO FINANCIAL STATEMENTS
(concluded)

exchange-traded forward currency contracts, there are no daily
exchange-required settlements of variation in value, nor is there any
requirement that an amount equal to the net unrealized gains (losses) on open
forward contracts be segregated. However, the Partnership is required to meet
margin requirements equal to the net unrealized loss on open contracts in the
Partnership accounts with the counterparty, which is accomplished by daily
maintenance of the cash balance in a custody account held at Morgan Stanley DW
for the benefit of MS&Co. 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 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.

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

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

NET ASSET VALUE, JANUARY 1, 2004: $1,462.58
---------
NET OPERATING RESULTS:
Interest Income 12.64
Expenses (90.32)
Realized Loss (86.04)
Unrealized Profit 27.71
---------
Net Loss (136.01)
---------
NET ASSET VALUE, DECEMBER 31, 2004: $1,326.57
=========
RATIOS TO AVERAGE NET ASSETS:
Net Investment Loss (6.5)%
Expenses before Incentive Fees 7.5 %
Expenses after Incentive Fees 7.5 %
Net Loss (12.7)%

TOTAL RETURN BEFORE INCENTIVE FEES (9.3)%
TOTAL RETURN AFTER INCENTIVE FEES (9.3)%
INCEPTION-TO-DATE RETURN 32.7 %
COMPOUND ANNUALIZED RETURN 2.4 %

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