WITTER DEAN CORNERSTONE FUND II
8-K, 2001-01-03
REAL ESTATE INVESTMENT TRUSTS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 --------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

        Date of Report (Date of earliest event reported)  DECEMBER 1, 2000
                                                          ----------------

                         DEAN WITTER CORNERSTONE FUND II
                         -------------------------------
             (Exact name of registrant as specified in its charter)



      NEW YORK                   0-13298                13-3212871
      --------                   -------                ----------
      (State or other            (Commission           (IRS Employer
      jurisdiction of            File Number)          Identification
      incorporation)                                       Number)


                       C/O DEMETER MANAGEMENT CORPORATION
          TWO WORLD TRADE CENTER, 62ND FLOOR, NEW YORK, NEW YORK    10048
      (Address of Principal Executive Offices)                    (Zip Code)



       Registrant's telephone number, including area code:   (212) 392-5454
                                                             --------------



       ------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)



<PAGE>


Item 5.  Other Events
         ------------

        Effective December 1, 2000, Dean Witter Cornerstone Fund II (the "Fund")
amended its management agreements with each of John W. Henry & Company, Inc. and
Northfield  Trading  L.P.  (each a "Trading  Manager")  under  which the monthly
management  fees paid by the Fund to each Trading  Manager was reduced from a 4%
to a 3.5% annual rate.





                                   SIGNATURES

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

                                           Dean Witter Cornerstone Fund II


                                           By:   Demeter Management Corporation,
                                                 as General Partner



                                           By: /s/ Robert E. Murray
                                              ----------------------------------
                                              Robert E. Murray
                                              President

Dated:  January 3, 2001










                                        2

<PAGE>


                                  EXHIBIT INDEX

EXHIBIT                       DESCRIPTION
-------                       -----------

10.1    Amendment to Management  Agreement between Dean Witter  Cornerstone Fund
        II and John W. Henry & Company, Inc., dated November 30, 2000

10.2    Amendment to Management  Agreement between Dean Witter  Cornerstone Fund
        II and Northfield Trading L.P., dated November 30, 2000






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