UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Period ended June 30, 1997 or
[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from to
Commission File No. 33-24662
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
(Exact name of registrant as specified in its charter)
Delaware 13-3490286
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification
No.)
c/o Demeter Management Corporation
Two World Trade Center, 62 Fl., New York, NY 10048
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 392-5454
(Former name, former address, and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
<PAGE>
<TABLE>
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
June 30, 1997
<CAPTION>
PART I. FINANCIAL INFORMATION
<S> <C>
Item 1. Financial Statements
Statements of Financial Condition June 30, 1997
(Unaudited) and December 31, 1996.....................2
Statements of Operations for the Quarters Ended
June 30, 1997 and 1996 (Unaudited)....................3
Statements of Operations for the Six Months Ended
June 30, 1997 and 1996 (Unaudited)....................4
Statements of Changes in Partners' Capital for the
Six Months ended June 30, 1997 and 1996
(Unaudited)...........................................5
Statements of Cash Flows for the Six Months Ended
June 30, 1997 and 1996 (Unaudited)....................6
Notes to Financial Statements (Unaudited)..........7-12
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations..13-19
Part II. OTHER INFORMATION
Item 1. Legal Proceedings..............................20-21
Item 5. Other Information.................................21
Item 6. Exhibits and Reports on Form 8-K..................22
</TABLE>
<PAGE>
<TABLE>
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
STATEMENTS OF FINANCIAL CONDITION
<CAPTION>
June 30, December 31,
1997 1996
$ $
(Unaudited)
ASSETS
<S> <C> <C>
Equity in Commodity futures trading accounts:
Cash 11,608,825 12,415,430
Net unrealized gain on open contracts 164,074 160,193
Total Trading Equity 11,772,899 12,575,623
Interest receivable (DWR) 37,853 42,043
Due from DWR 6,088
- -
Total Assets 11,816,840 12,617,666
LIABILITIES AND PARTNERS' CAPITAL
Liabilities
Redemptions payable 690,859 297,904
Accrued brokerage fees (DWR) 38,297 15,137
Accrued management fee (DWFCM) 29,536 31,538
Accrued transaction fees and costs 2,373 2,330
Total Liabilities 761,065 346,909
Partners' Capital
Limited Partners (4,491.508 and
4,982.521 Units, respectively) 10,805,574 12,019,867
General Partner (104 Units) 250,201 250,890
Total Partners' Capital 11,055,775 12,270,757
Total Liabilities and Partners' Capital11,816,840 12,617,666
NET ASSET VALUE PER UNIT 2,405.78 2,412.41
<FN>
The accompanying footnotes are an integral part
of these financial statements.
</TABLE>
<PAGE>
<TABLE>
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
For the Quarters Ended June 30,
1997 1996
$ $
REVENUES
<S> <C> <C>
Trading profit (loss):
Realized (410,972) 494,900
Net change in unrealized (220,882) (618,638)
Total Trading Results (631,854) (123,738)
Interest Income (DWR) 122,732 128,405
Total Revenues (509,122) 4,667
EXPENSES
Brokerage fees (DWR) 215,360 282,808
Management fee (DWFCM) 89,323 94,269
Transaction fees and costs 16,881
21,676
Total Expenses 321,564 398,753
NET LOSS (830,686) (394,086)
NET LOSS ALLOCATION
Limited Partners (812,993)
(386,804)
General Partner (17,693)
(7,282)
NET LOSS PER UNIT
Limited Partners (170.13)
(70.03)
General Partner (170.13)
(70.03)
<FN>
The accompanying footnotes are an integral part
of these financial statements.
</TABLE>
<PAGE>
<TABLE>
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
For the Six Months Ended June 30,
1997 1996
$ $
REVENUES
<S> <C> <C>
Trading profit (loss):
Realized 416,375 (1,028,811)
Net change in unrealized 3,881 (652,254)
Total Trading Results 420,256 (1,681,065)
Interest Income (DWR) 251,208 261,863
Total Revenues 671,464 (1,419,202)
EXPENSES
Brokerage fees (DWR) 445,917 586,617
Management fee (DWFCM) 189,480 195,539
Transaction fees and costs 35,099 51,985
Incentive fee (DWFCM) - (2,590)
Total Expenses 670,496 831,551
NET INCOME (LOSS) 968 (2,250,753)
NET INCOME (LOSS) ALLOCATION
Limited Partners 1,657 (2,209,957)
General Partner (689) (40,796)
NET INCOME (LOSS) PER UNIT
Limited Partners (6.63) (392.27)
General Partner (6.63) (392.27)
<FN>
The accompanying footnotes are an integral part
of these financial statements.
</TABLE>
<PAGE>
<TABLE>
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
For the Six Months Ended June 30, 1997 and 1996
(Unaudited)
<CAPTION>
Units of
Partnership Limited General
Interest Partners Partner Total
<S> <C> <C>
<C> <C>
Partners' Capital,
December 31, 1995 5,761.751 $14,341,357
$263,621 $14,604,978
Net Loss - (2,209,957)
(40,796) (2,250,753)
Redemptions (401.881) (870,443)
- - (870,443)
Partners' Capital,
June 30, 1996 5,359.870 $11,260,957
$222,825 $11,483,782
Partners' Capital,
December 31, 1996 5,086.521 $12,019,867 $250,890 $12,270,757
Net Income (Loss) - 1,657 (689) 968
Redemptions (491.013) (1,215,950) -
(1,215,950)
Partners' Capital,
June 30, 1997 4,595.508 $10,805,574 $250,201 $11,055,775
<FN>
The accompanying footnotes are an integral part
of these financial statements.
</TABLE>
<PAGE>
<TABLE>
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
For the Six Months Ended June 30,
1997 1996
$ $
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C>
Net income (loss) 968
(2,250,753)
Noncash item included in net income (loss):
Net change in unrealized (3,881) 652,254
(Increase) decrease in operating assets:
Interest receivable (DWR) 4,190 12,446
Due from DWR (6,088) -
Increase (decrease) in operating liabilities:
Accrued brokerage fees (DWR) 23,160 (25,243)
Accrued management fee (DWFCM) (2,002) (8,414)
Accrued transaction fees and costs 43
(1,221)
Accrued incentive fee (DWFCM) -
(3,299)
Net cash provided by (used for) operating activities 16,390
(1,624,230)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in redemptions payable392,955
(207,602)
Redemptions of units (1,215,950)
(870,443)
Net cash used for financing activities (822,995)
<1,078,045)
Net decrease in cash (806,605)
<2,702,275)
Balance at beginning of period 12,415,430
14,643,529
Balance at end of period 11,608,825
11,941,254
<FN>
The accompanying footnotes are an integral part
of these financial statements.
</TABLE>
<PAGE>
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
The financial statements include, in the opinion of management,
all adjustments necessary for a fair presentation of the results
of operations and financial condition. The financial statements
and condensed notes herein should be read in conjunction with the
Partnership's December 31, 1996 Annual Report on Form 10-K.
1. Organization
Dean Witter Diversified Futures Fund II L.P. (the "Partnership")
is a limited partnership organized to engage in the speculative
trading of commodity futures and futures-related contracts,
including forward contracts on foreign currencies (collectively,
"futures interests"). The general partner for the Partnership is
Demeter Management Corporation ("Demeter"). The commodity broker
is Dean Witter Reynolds Inc. ("DWR"). The trading manager who
makes all trading decisions for the Partnership is Dean Witter
Futures & Currency Management, Inc. ("DWFCM"), an affiliate of
DWR. Demeter, DWR and DWFCM are all wholly owned subsidiaries of
Morgan Stanley, Dean Witter, Discover & Co. ("MSDWD").
2. Related Party Transactions
The Partnership's cash is on deposit with DWR in commodity
trading accounts to meet margin requirements as needed. DWR pays
interest on these funds based on current 13-week U.S. Treasury
Bill rates. Brokerage expenses incurred by the Partnership are
paid to DWR. Management and incentive fees incurred by the
Partnership are paid to DWFCM.
<PAGE>
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
3. Financial Instruments
The Partnership trades futures and forward contracts in interest
rates, stock indices, commodities, currencies, petroleum and
precious metals. 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. At June 30, 1997 and
December 31, 1996, open contracts were:
Contract or Notional Amount
June 30, 1997 December 31, 1996
$ $
Exchange-Traded Contracts
Financial Futures:
Commitments to Purchase 16,268,000
- -
Commodity Futures:
Commitments to Purchase 3,403,000 2,026,000
Commitments to Sell 11,427,000 6,083,000
Foreign Futures:
Commitments to Purchase 24,494,000 6,629,000
Commitments to Sell 10,870,000 11,748,000
Off-Exchange-Traded
Forward Currency Contracts
Commitments to Purchase 23,962,000 33,150,000
Commitments to Sell 25,729,000 42,844,000
A portion of the amounts indicated as off-balance-sheet risk in
forward currency contracts is due to offsetting forward
commitments to purchase and to sell the same currency on the same
<PAGE>
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
date in the future. These commitments are economically
offsetting, but are not offset in the forward market until the
settlement date.
The net unrealized gains on open contracts are reported as a
component of "Equity in Commodity futures trading accounts" on
the Statements of Financial Condition and totaled $164,074 and
$160,193 at June 30, 1997 and December 31, 1996, respectively.
Of the $164,074 net unrealized gain on open contracts at June 30,
1997, $312,810, related to exchange-traded futures contracts and
$(148,736) related to off-exchange-traded forward currency
contracts. Of the $160,193 net unrealized gain on open contracts
at December 31, 1996, $423,229 related to exchange-traded futures
contracts and $(263,036) related to off-exchange-traded forward
currency contracts.
Exchange-traded futures contracts held by the Partnership at June
30, 1997 and December 31, 1996 mature through December 1997 and
June 1997, respectively. Off-exchange-traded forward currency
contracts held by the Partnership at June 30, 1997 and December
31, 1996 mature through August 1997 and February 1997,
respectively. The contract amounts in the above table represent
the Partnership's extent of involvement in the particular class
of financial instrument, but not the credit risk associated with
<PAGE>
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
counterparty nonperformance. The credit risk associated with
these instruments is limited to the amounts reflected in the
Partnership's Statements of Financial Condition.
The Partnership also has credit risk because DWR acts as the
futures commission merchant or the sole counterparty, with
respect to most of the Partnership's assets. Exchange-traded
futures contracts are marked to market on a daily basis, with
variations in value settled on a daily basis. DWR, as the
futures commission merchant for all of the Partnership's exchange-
traded futures contracts, is required pursuant to regulations of
the Commodity Futures Trading Commission ("CFTC") to segregate
from its own assets and for the sole benefit of its commodity
customers, all funds held by DWR with respect to exchange-traded
futures contracts including an amount equal to the net unrealized
gain on all open futures contracts, which funds totaled
$11,921,635 and $12,838,659 at June 30, 1997 and December 31,
1996, respectively. With respect to the Partnership's off-
exchange-traded forward currency contracts, there are no daily
settlements of variations in value nor is there any requirement
that an amount equal to the net unrealized gain on open forward
contracts be segregated. With respect to those off-exchange-
traded forward currency contracts, the Partnership is at risk to
the ability of DWR, the counterparty on all such contracts, to
perform.
<PAGE>
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
For the six months ended June 30, 1997 and for the year ended
December 31, 1996, the average fair value of financial
instruments held for trading purposes was as follows:
June 30, 1997
Assets Liabilities
$ $
Exchange-Traded Contracts:
Financial Futures 2,843,000 21,363,000
Commodity Futures 4,355,000 5,481,000
Foreign Futures 13,662,000 9,310,000
Off-Exchange-Traded Forward
Currency Contracts 20,398,000 28,688,000
December 31, 1996
Assets Liabilities
$ $
Exchange-Traded Contracts:
Financial Futures 15,923,000 8,572,000
Commodity Futures 7,188,000 5,152,000
Foreign Futures 22,067,000 8,118,000
Off-Exchange-Traded Forward
Currency Contracts 37,689,000 41,562,000
4. Subsequent Event
On July 31, 1997, DWR closed the sale of its institutional
futures business and foreign currency trading operations to Carr
Futures Inc. ("Carr"), a subsidiary of Credit Agricole Indosuez.
Following the sale, Carr became the counterparty on the
Partnership's foreign currency trades. However, during a
transition period of about three months, DWR will continue to
perform certain services relating to the Partnership's futures
trading including clearance. After such transition period, DWR
<PAGE>
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)
will continue to serve as a futures broker for the Partnership
with Carr providing execution and clearing services for the
Partnership's account.
<PAGE>
Item 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Liquidity - The Partnership's assets are on deposit in futures
interest trading accounts with DWR, and are used by the
Partnership as margin to engage in futures interest trading. DWR
holds such assets in either designated depositories or in
securities approved by the CFTC for investment of customer funds.
The Partnership's assets held by DWR may be used as margin solely
for the Partnership's trading. Since the Partnership's sole
purpose is to trade in futures interests, it is expected that the
Partnership will continue to own such liquid assets for margin
purposes.
The Partnership's investment in futures interests may, from time
to time, be illiquid. Most United States futures exchanges limit
fluctuations in certain futures interest prices during a single
day by regulations referred to as "daily price fluctuations
limits" or "daily limits". Pursuant to such regulations, during
a single trading day no trades may be executed at prices beyond
the daily limit. If the price of a particular futures interest
has increased or decreased by an amount equal to the "daily
limit", positions in such futures interest can neither be taken
nor liquidated unless traders are willing to effect trades at or
within the limit. Futures interest prices have occasionally
moved the daily limit for several consecutive days with little or
no trading. Such market conditions could prevent the Partnership
from promptly liquidating its futures interests and result in
<PAGE>
restrictions on redemptions. However, since the commencement of
trading by the Partnership, there has never been a time when
illiquidity has affected a material portion of the Partnership's
assets.
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 and subjecting it to
substantial losses. Either of these market conditions could
result in restrictions on redemptions.
Capital Resources - The Partnership does not have, nor does it
expect to have, any capital assets. Redemptions and sales of
additional Units of Limited Partnership Interest in the future
will affect the amount of funds available for investments in
futures interests in subsequent periods. As redemptions are at
the discretion of the Limited Partners, it is not possible to
estimate the amount and therefore the impact of future
redemptions.
Results of Operations
For the Quarter and Six Months Ended June 30, 1997
For the quarter ended June 30, 1997 the Partnership's total
trading losses net of interest income were $509,122. During the
<PAGE>
second quarter, the Partnership posted a decrease in Net Asset
Value per Unit. Losses were recorded in the financial futures
markets during April from short positions in U.S. interest rate
futures as prices moved higher late in the month. This upward
price move resulted in the Partnership establishing new long
positions, which recorded additional losses in May as prices
finished the month lower. Smaller losses were recorded as a
result of similar choppy price movement in European interest rate
futures during April and May. A portion of these losses was
offset in June from long global interest rate and stock index
futures positions as prices in these markets moved higher.
Trading losses were also recorded in the energy and metals
markets as oil and gas prices, as well as base metals prices,
moved in a choppy pattern throughout a majority of the quarter.
Smaller losses were recorded in the currency markets as gains
experienced from a strengthening in the value of the U.S. dollar
versus the Japanese yen during April were more than offset by
losses recorded from transactions involving the Swiss franc
during June and from transactions involving the Canadian dollar
and British pound during May. A portion of the Partnership's
overall losses for the quarter was offset by gains experienced
from long coffee futures positions as coffee prices trended
higher during April and May. Gains recorded from short soybean
and corn futures positions, as prices in these markets moved
lower during June, also helped to mitigate losses during the
quarter. Total expenses for the period were $321,564, resulting
in a net loss of $830,686. The value of
<PAGE>
an individual Unit in the Partnership decreased from $2,575.91 at
at March 31, 1997 to $2,405.78 at June 30, 1997.
For the six months ended June 30, 1997 the Partnership's total
revenues including interest income were $671,464. During the
first six months, the Partnership posted a decrease in Net Asset
Value per Unit. Losses were experienced in global interest rate
futures as prices in these markets moved in a short-term volatile
range during the period January to April. Losses were also
recorded from trading energy futures during the second quarter as
oil and gas prices moved without consistent direction. Smaller
losses were recorded in metals as gains recorded from short gold
futures positions during January were more than offset by losses
in base metals futures trading during the second quarter. A
majority of the Partnership's overall losses were offset by gains
recorded in the currency markets as a result of a strengthening
in the value of the U.S. dollar versus the Japanese yen during
the period January through April and relative to most major
European currencies during January and February. A portion of
these gains was offset by losses from transactions involving the
British pound and Canadian dollar during February, March and May.
Gains recorded in soft commodities from long coffee futures
positions, as coffee prices trended steadily higher during
January and February and again during April and May also helped
to mitigate overall losses for the first half of the year.
Smaller gains were recorded in the agricultural markets from
trading soybean and corn futures. Total expenses for the period
were $670,496, resulting
<PAGE>
in net income of $968. The value of an individual Unit in the
Partnership increased from $2,412.41 at December 31, 1996 to
$2,405.78 at June 30, 1997.
For the Quarter and Six Months Ended June 30, 1996
For the quarter ended June 30, 1996, the Partnership's total
trading revenues including interest income were $4,667. During
the second quarter, the Partnership posted a decrease in Net
Asset Value per Unit. The most significant trading losses during
the quarter were recorded in the financial futures markets as
trendless price movement was experienced in non-U.S. interest
rate futures, particularly in Australian, Japanese and European
interest rate futures. Trading gains recorded during April and
May from short U.S. interest rate futures positions, as prices in
these markets moved lower, offset a portion of these losses.
Additional losses for the Partnership were recorded in global
stock index futures as prices moved without consistent direction
throughout the quarter. In soft commodities, losses experienced
from short-term volatile movement in sugar and coffee futures
prices during April and May, as well as from losses in coffee and
cocoa futures during June, more than offset gains recorded in
June from short cotton positions as prices moved lower and from
long sugar positions as prices moved higher. In currency
trading, gains were recorded during April from short German mark
and Swiss franc positions as the value of the German mark and
Swiss franc moved lower relative to the U.S. dollar and other
world currencies. Smaller trading gains were recorded by the
<PAGE>
Partnership during May from long Australian dollar positions as
the value of the Australian dollar moved higher relative to other
world currencies. Additional gains were recorded in metals
trading from short copper, gold and silver futures positions as
prices moved lower during June. In the agricultural markets,
gains recorded from long corn and wheat futures positions as
prices moved higher during April, offset losses in corn and
soybean products in June. Smaller gains were recorded in the
energy markets as gains in natural gas futures more than offset
losses in other gas and oil products. Total expenses for the
quarter were $398,753, resulting in a net loss of $394,086. The
value of an individual Unit in the Partnership decreased from
$2,212.58 at March 31, 1996 to $2,142.55 at June 30, 1996.
For the six months ended June 30, 1996, the Partnership's total
trading losses net of interest income were $1,419,202. During
the first half of the year, the Partnership posted a decrease in
Net Asset Value per Unit primarily as a result of a sudden and
sharp trend reversal during February in the downward move in the
value of the Japanese yen and most major European currencies,
which had resulted in gains during January. Trading gains
recorded during March from transactions involving the Australian
dollar and Japanese yen offset a portion of the overall losses
experienced in the currency markets during February.
Additionally, trendless price movement in global interest rate
futures trading during the second quarter, resulted in losses for
the Partnership. In energy trading, gains in natural gas futures
during June, as well as from
<PAGE>
gains in natural gas futures during June, as well as from gains
in crude oil futures during March, offset a portion of overall
losses for the first half of the year. In agricultural trading,
long positions in corn and wheat futures profited from increasing
prices early in the second quarter. These gains helped to
mitigate losses experienced from trading soybean futures during
the first quarter. Short-term volatile price movement in soft
commodities futures resulted in losses for the Partnership during
a majority of the first half of the year. Total expenses for the
period were $831,551, resulting in a net loss of $2,250,753. The
value of an individual Unit in the Partnership decreased from
$2,534.82 at December 31, 1995 to $2,142.55 at June 30, 1996.
<PAGE>
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
On September 6, 10, and 20, 1996, and on March 13, 1997, similar
purported class actions were filed in the Superior Court of the
State of California, County of Los Angeles, on behalf of all
purchasers of interests in limited partnership commodity pools
sold by DWR. Named defendants include DWR, Demeter, DWFCM, MSDWD
(all such parties referred to hereafter as the "Dean Witter
Parties"), the Partnership, certain other limited partnership
commodity pools of which Demeter is the general partner, and
certain trading advisors to those pools. On June 16, 1997, the
plaintiffs in the above actions filed a consolidated amended
complaint. Similar purported class actions were also filed on
September 18 and 20, 1996 in the Supreme Court of the State of
New York, New York County, and on November 14, 1996 in the
Superior Court of the State of Delaware, New Castle County,
against the Dean Witter Parties and certain trading advisors on
behalf of all purchasers of interests in various limited
partnership commodity pools including the Partnership, sold by
DWR. Generally, these complaints allege, among other things,
that the defendants committed fraud, deceit, misrepresentation,
breach of fiduciary duty, fraudulent and unfair business
practices, unjust enrichment, and conversion in connection with
the sale and operation of the various limited partnership
commodity pools. The complaints seek unspecified amounts of
compensatory and punitive damages and other relief. It is
possible that additional similar actions may be filed and that,
in the course of these actions, other parties
<PAGE>
could be added as defendants. The Dean Witter Parties believe
that they and the Partnership have strong defenses to, and they
will vigorously contest, the actions. Although the ultimate
outcome of legal proceedings cannot be predicted with certainty,
it is the opinion of management of the Dean Witter Parties that
the resolution of the actions will not have a material adverse
effect on the financial condition or the results of operations of
any of the Dean Witter Parties or the Partnership.
Item 5. OTHER INFORMATION
On July 21, 1997, MSDWD, the sole shareholder of Demeter,
appointed a new Board of Directors consisting of Richard M.
DeMartini, Mark J. Hawley, Lawrence Volpe, Joseph G. Siniscalchi,
Edward C. Oelsner III, and Robert E. Murray.
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(A) Exhibits - None.
(B) Reports on Form 8-K. - None.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dean Witter Diversified Futures
Fund II L.P. (Registrant)
By: Demeter Management Corporation
(General Partner)
August 8, 1997 By: /s/ Patti L. Behnke
Patti L. Behnke
Chief Financial Officer
The General Partner which signed the above is the only party
authorized to act for the Registrant. The Registrant has no
principal executive officer, principal financial officer,
controller, or principal accounting officer and has no Board of
Directors.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from Dean
Witter Diversified Futures Fund II L.P. and is qualified in its entirety
by references to such financial instruments.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> JUN-30-1997
<CASH> 11,608,825
<SECURITIES> 0
<RECEIVABLES> 43,941<F1>
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 11,816,840<F2>
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 11,816,840<F3>
<SALES> 0
<TOTAL-REVENUES> 671,464<F4>
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 670,496
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 968
<INCOME-TAX> 0
<INCOME-CONTINUING> 968
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 968
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>Receivables include interest receivable of $37,853 and due from DWR
of $6,088.
<F2>In addition to cash and receivables, total assets include net unrealized
gain on open contracts of $164,074.
<F3>Liabilities include redemptions payable of $690,859, accrued brokerage
commissions of $38,297, accrued management fees of $29,536 and accrued
transaction fees and costs of $2,373.
<F4>Total revenues include realized trading revenue of $416,375, net change
in unrealized of $3,881, and interest income of $251,208.
</FN>
</TABLE>
