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



      NEW YORK                   0-13299                13-3190919
      --------                   -------                ----------
  (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 III (the
"Fund")  amended  its  management  agreements  with  each of  Welton  Investment
Corporation  and Sunrise  Capital  Management,  Inc. (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 III


                                          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
        III and Welton Investment Corporation, dated November 30, 2000

10.2    Amendment to Management  Agreement between Dean Witter  Cornerstone Fund
        III and Sunrise Capital Management, Inc., dated November 30, 2000




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