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. 33-25041
DEAN WITTER PRINCIPAL PLUS FUND L.P.
(Exact name of registrant as specified in its charter)
Delaware 13-3541588
(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 PRINCIPAL PLUS FUND L.P.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
June 30, 1997
<CAPTION>
PART I. FINANCIAL INFORMATION
<S> <C>
Item 1. Consolidated Financial Statements
Consolidated Statements of Financial Condition
June 30, 1997 (Unaudited) and December 31, 1996.......2
Consolidated Statements of Operations for the
Quarters Ended June 30, 1997 and 1996 (Unaudited).....3
Consolidated Statements of Operations for the Six
Months Ended June 30, 1997 and 1996 (Unaudited).......4
Consolidated Statements of Changes in Partners'
Capital for the Six Months Ended June 30, 1997 and
1996 (Unaudited)..................................... 5
Consolidated Statements of Cash Flows for the
Six Months Ended June 30, 1997 and 1996
(Unaudited)...........................................6
Notes to Consolidated Financial Statements
(Unaudited)........................................7-12
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations.................................13-18
PART II. OTHER INFORMATION
Item 1. Legal Proceedings..........................19-20
Item 5. Other
Information.............................20
Item 6. Exhibits and Reports on Form 8-K.............
21
</TABLE>
<PAGE>
<TABLE>
DEAN WITTER PRINCIPAL PLUS FUND L.P.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<CAPTION>
June 30, December 31,
1997 1996
$ $
(Unaudited)
ASSETS
<S> <C> <C>
Equity in Commodity futures trading accounts:
Cash 6,077,258 6,625,325
Net unrealized gain on open contracts 1,521,198
197,384
Total Trading Equity 7,598,456 6,822,709
Investment in Zero-coupon U.S. Treasury
Securities 45,085,403
47,247,655
Interest receivable (DWR) 35,944 26,628
Total Assets 52,719,803 54,096,992
LIABILITIES AND PARTNERS' CAPITAL
Liabilities
Redemptions payable 2,070,649 1,657,380
Accrued brokerage fees (DWR) 182,459 186,774
Accrued administrative expenses 181,067 203,250
Accrued management fee 45,615 46,693
Accrued transaction fees and costs 4,146 4,108
Total Liabilities 2,483,936 2,098,205
Minority Interest 182,933 149,974
Partners' Capital
Limited Partners (31,570.272 and
34,253.485 Units, respectively)48,840,189 50,688,703
General Partner (783 Units) 1,212,745 1,160,110
Total Partners' Capital 50,052,934 51,848,813
Total Liabilities and Partners' Capital52,719,803 54,096,992
NET ASSET VALUE PER UNIT 1,547.07 1,479.85
<FN>
The accompanying footnotes are an integral part
of these financial statements.
</TABLE>
<PAGE>
<TABLE>
DEAN WITTER PRINCIPAL PLUS FUND L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
For the Quarters Ended June 30,
1997 1996
$ $
REVENUES
<S> <C> <C>
Trading profit (loss):
Realized (475,642) (418,971)
Net change in unrealized 1,771,729 82,393
Total Trading Results 1,296,087 (336,578)
Change in value of Yield Pool1,289,915
(890,638)
Interest Income 740,642 797,803
Total Revenues 3,326,644 (429,413)
EXPENSES
Brokerage fees 537,581 595,236
Management fees 134,395 145,445
Transaction fees and costs 34,100 32,652
Administrative expenses 27,000 15,000
Total Expenses 733,076 788,333
INCOME (LOSS) BEFORE MINORITY INTEREST2,593,568 (
1,217,746)
Minority interest in (income) losses (20,993)
23,789
NET INCOME (LOSS) 2,572,575 (1,193,957)
NET INCOME (LOSS) ALLOCATION
Limited Partners
2,512,788 (1,170,007)
General Partner
59,787 (23,950)
NET INCOME (LOSS) PER UNIT
Limited Partners
76.35 (30.59)
General Partner
76.35 (30.59)
<FN>
The accompanying footnotes are an integral part
of these financial statements.
</TABLE>
<PAGE>
<TABLE>
DEAN WITTER PRINCIPAL PLUS FUND L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
For the Six Months Ended June 30,
1997 1996
$ $
REVENUES
<S> <C> <C>
Trading profit (loss):
Realized 1,016,692 (3,089,100)
Net change in unrealized 1,323,814 (519,318)
Total Trading Results 2,340,506 (3,608,418)
Interest Income 1,492,085 1,493,840
Change in value of Yield Pool (60,616)
(3,561,686)
Total Revenues 3,771,975 (5,676,264)
EXPENSES
Brokerage fees (DWR) 1,095,295 1,134,132
Management fees 273,564 279,565
Transaction fees and costs 63,591 80,583
Administrative expenses 54,000 41,000
Total Expenses 1,486,450 1,535,280
INCOME (LOSS) BEFORE MINORITY INTEREST2,285,525 (
7,211,544)
Minority interest in (income) losses (32,960)
115,594
NET INCOME (LOSS) 2,252,565 (7,095,950)
NET INCOME (LOSS) ALLOCATION
Limited Partners 2,199,930 (6,957,651)
General Partner 52,635 (138,299)
NET INCOME (LOSS) PER UNIT
Limited Partners 67.22 (176.62)
General Partner 67.22 (176.62)
<FN>
The accompanying footnotes are an integral part
of these financial statements.
</TABLE>
<PAGE>
<TABLE>
DEAN WITTER PRINCIPAL PLUS FUND L.P.
CONSOLIDATED 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 26,097.968 $39,547,302
$1,224,642 $40,771,944
Subscriptions 13,844.606 21,697,912
- - 21,697,912
Net Loss - (6,957,651)
(138,299) (7,095,950)
Redemptions (2,079.465) (2,909,211)
- - (2,909,211)
Partners' Capital,
June 30, 1996 37,863.109 $51,378,352
$1,086,343 $52,464,695
Partners' Capital,
December 31, 1996 35,036.485 $50,688,703
$1,160,110 $51,848,813
Net Income - 2,199,930
52,635 2,252,565
Redemptions (2,683.213) (4,048,444)
- - (4,048,444)
Partners' Capital,
June 30, 1997 32,353.272 $48,840,189
$1,212,745 $50,052,934
<FN>
The accompanying footnotes are an integral part
of these financial statements.
</TABLE>
<PAGE>
<TABLE>
DEAN WITTER PRINCIPAL PLUS FUND L.P.
CONSOLIDATED 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) 2,252,565
(7,095,950)
Noncash item included in net income (loss):
Net change in unrealized (1,323,814) 519,318
(Increase) decrease in operating assets:
Investment in zero-coupon U.S.
Treasury Securities 2,162,252
(15,467,152)
Interest receivable (DWR) (9,316) 4,122
Net option premiums - 275,200
Increase (decrease) in operating liabilities:
Accrued brokerage fees (DWR) (4,315) 52,257
Accrued administrative expenses (22,183)
(27,457)
Accrued management fee (1,078) 13,064
Accrued transaction fees and costs 38
5,266
Net cash provided by (used for) operating activities3,054,149
(21,721,332)
CASH FLOWS FROM FINANCING ACTIVITIES
Subscriptions of units - 2
1,697,912
Increase in redemptions payable 413,269
472,811
Increase (decrease) in minority interest32,959 (
115,594)
Redemptions of units (4,048,444)
(2,909,211)
Net cash provided by (used for) financing activities(3,602,216)
19,145,918
Net decrease in cash (548,067) (
2,575,414)
Balance at beginning of period 6,625,325
8,897,293
Balance at end of period 6,077,258
6,321,879
<FN>
The accompanying footnotes are an integral part
of these financial statements.
</TABLE>
<PAGE>
DEAN WITTER PRINCIPAL PLUS FUND L.P.
NOTES TO CONSOLIDATED 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 consolidated
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 Principal Plus Fund L.P. (the "Partnership") is a
limited partnership organized to engage in the speculative
trading of commodity futures contracts, commodity options
contracts and 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"). Demeter
has retained RXR Inc. as the trading manager of the Trading
Company. Both Demeter and DWR are wholly-owned subsidiaries of
Morgan Stanley, Dean Witter, Discover & Co. ("MSDWD").
2. Revenue Recognition
The investment in zero-coupon U.S. Treasury Securities (the
"Yield Pool") maintained to provide for the Partnership's
guaranteed return is valued at the lesser of cost plus accreted
interest or market value. For the six months ended June 30,
1997, $1,321,155 of interest income has been accreted on the
Yield Pool. At June
<PAGE>
DEAN WITTER PRINCIPAL PLUS FUND L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
30, 1997, the cost of the Yield Pool was $43,704,541 and the
accreted interest receivable thereon was $2,203,157. The market
value of the Yield Pool on June 30, 1997 is approximately
$45,085,403.
3. 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.
4. Financial Instruments
The Partnership trades futures, forward contracts and options 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:
<PAGE>
DEAN WITTER PRINCIPAL PLUS FUND L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Contract or Notional Amount
June 30, 1997 December 31, 1996
$ $
Exchange-Traded Contracts
Financial Futures:
Commitments to Purchase 98,515,000 36,738,000
Commitments to Sell 5,378,000 19,776,000
Commodity Futures:
Commitments to Purchase 3,302,000 5,550,000
Commitments to Sell 9,735,000 5,879,000
Foreign Futures:
Commitments to Purchase 60,773,000 83,456,000
Commitments to Sell 29,567,000 6,403,000
Off-Exchange-Traded
Forward Currency Contracts
Commitments to Purchase 12,559,000 11,219,000
Commitments to Sell 14,713,000 24,545,000
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
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 $1,521,198 and
$197,384 at June 30, 1997 and December 31, 1996, respectively.
Of the $1,521,198 net unrealized gain on open contracts at June
30, 1997, $1,523,894 related to exchange-traded futures contracts
and $(2,696) related to off-exchange-traded forward currency
contracts. Of the $197,384 net unrealized gain on open contracts
<PAGE>
DEAN WITTER PRINCIPAL PLUS FUND L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
at December 31, 1996, $302,539 related to exchange-traded futures
contracts and $(105,155) 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 September 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 September 1997 and January 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
counterparty nonperformance. The credit risk associated with
these statements 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
<PAGE>
DEAN WITTER PRINCIPAL PLUS FUND L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
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 $7,601,152 and
$6,927,864 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.
For the six months ended June 30, 1997 and 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 97,694,000 46,592,000
Options on Financial Futures 7,234,000 9,665,000
Commodity Futures 12,334,000 8,790,000
Foreign Futures 91,159,000 47,768,000
Off-Exchange-Traded Forward
Currency Contracts 25,586,000 44,219,000
<PAGE>
DEAN WITTER PRINCIPAL PLUS FUND L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONCLUDED)
December 31, 1996
Assets Liabilities
$ $
Exchange-Traded Contracts:
Financial Futures 48,280,000 20,650,000
Options on Financial Futures 717,000 4,639,000
Commodity Futures 6,775,000 3,814,000
Foreign Futures 51,243,000 17,579,000
Off-Exchange-Traded Forward
Currency Contracts 30,644,000 28,108,000
5. 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
will continue to serve as a futures broker for the Partnership
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
restrictions on redemptions. However, since the commencement of
<PAGE>
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
revenues, consisting of net trading income, an increase in the
value of the Yield Pool, and interest income were $3,326,644.
During the second quarter, the Partnership posted an increase in
<PAGE>
Net Asset Value per Unit. The most significant gains were
recorded in the stock and bond portion of the balanced portfolio,
as domestic stock and bond prices moved higher during the
quarter. Trading gains were also recorded in the managed futures
portion of the portfolio from long Australian bond futures
positions as priced moved higher during May and June.
Additionally, gains during the quarter were attributed to an
increase in the value of zero coupon U.S. Treasury Securities
held in the guarantee portion of the Partnership. A portion of
the Partnership's overall gains was offset by losses in the
managed futures portion of the balanced portfolio from trading
crude oil and natural gas futures, as oil and gas prices moved in
a short-term volatile pattern during May and June. Losses were
also recorded in the currency markets from transactions involving
the Italian lira, Swiss franc and French franc. Total expenses
for the quarter were $733,076, resulting in a net gain before
minority interest of $2,593,568. The minority interest in such
gains was $20,993 resulting in a net income of $2,572,575 for the
Partnership. The value of an individual Unit in the Partnership
increased from $1,470.72 at March 31, 1997 to $1,547.07 at June
30, 1997.
For the six months ended June 30, 1997, the Partnership's total
revenues consisting of net trading income, a decrease in the
value of the Yield Pool, and interest income were $3,771,975.
During the first six months, the Partnership posted an increase
in Net Asset Value per Unit. The most significant gains were
recorded in the managed futures portion of the portfolio from a
strengthening in the value of the U.S. dollar relative to most
European
<PAGE>
currencies during January and February. Additional gains were
recorded in the stock portion of the balanced portfolio from long
S&P 500 Index futures positions as domestic stock prices moved
higher throughout most of the first six months of the year.
Gains were also recorded in the managed futures portion of the
portfolio from long Australian bond futures positions as prices
moved higher during May and June. A portion of the Partnership's
overall gains was offset by losses recorded in the managed
futures portion of the portfolio from trading agricultural
futures, as prices moved in a choppy pattern during the first
half of the year. Total expenses for the period were $1,486,450,
resulting in net income before minority interest of $2,285,525.
The minority interest in such gains was $32,960, resulting in net
income of $2,252,565 for the Partnership. The value of an
individual Unit in the Partnership increased from $1,479.85 at
December 31, 1996 to $1,547.07 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 losses net of interest income and change in value of the
Yield Pool were $429,413. During the second quarter, the
Partnership posted a decrease in Net Asset Value per Unit. The
most significant losses were recorded in the bond portion of the
balanced portfolio as U.S. Treasury bond futures prices moved
lower during April and May. Additionally, losses during the
quarter were attributed to a decline in the value of the zero-
coupon U.S. Treasury securities held in the guarantee portion of
the Partnership. Losses were also recorded in the managed
futures
<PAGE>
component of the portfolio as non-U.S. interest rate futures
prices moved in a trendless pattern throughout the quarter.
These losses were partially offset by gains experienced in the
managed futures portfolio from long corn futures positions, as
prices increased during April and early May, and from long
natural gas futures positions, as prices increased during June.
Gains were recorded during April from short German mark and Swiss
franc positions, as the value of these currencies decreased
relative to other world currencies, also helped to mitigate
losses experienced during the quarter. Interest income declined
in comparison to 1995's second quarter because the Zero-Coupon
U.S. Treasury Securities held by the Partnership to support the
Guaranteed Return matured during 1995 and were replaced at a
lower yield. Total expenses for the quarter were $788,333,
resulting in a net loss before minority interest of $1,217,746.
The minority interest in such loss was $23,789, resulting in a
net loss of $1,193,957 for the Partnership. The value of an
individual Unit in the Partnership decreased from $1,416.23 at
March 31, 1996 to $1,385.64 at June 30, 1996.
For the six months ended June 30, 1996, the Partnership's total
trading losses net of interest income and change in value of the
Yield Pool were $5,676,264. During the first half of the year,
the Partnership posted a decrease in Net Asset Value per Unit.
The most significant losses were recorded in the bond portion, as
well as the guarantee portion, of the portfolio as U.S. Treasury
bond prices moved dramatically lower during the first quarter.
As
<PAGE>
a result, the Partnership's long U.S. Treasury bond futures
positions and the Yield Pool recorded losses. Smaller losses
were recorded in the bond portion during the second quarter as
the downward price movement continued into April and May. In the
managed futures component of the portfolio, losses were recorded
in financial futures trading as global interest rate futures
prices reversed sharply lower during February and remained
trendless between March and June. Smaller losses were recorded
in soft commodities and base metals as prices were trendless
throughout the first half of the year. These losses were
partially offset by gains recorded during the second quarter in
the agricultural markets from long corn futures positions, and in
the energy markets from long natural gas futures positions.
Gains were also recorded in the stock portion of the portfolio,
as S&P 500 Stock Index futures prices moved higher. Interest
income declined in comparison to 1995's first six months because
the Zero Coupon U.S. Treasury Securities held to support the
Guaranteed Return matured during 1995 and were replaced at a
lower yield. Total expenses for the period were $1,535,280,
resulting in a net loss before minority interest of $7,211,544.
The minority interest in such loss was $115,594, resulting in a
net loss of $7,095,950 for the Partnership. The value of an
individual Unit in the Partnership decreased from $1,562.26 at
December 31, 1995 to $1,385.64 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, Dean Witter
Futures & Currency Management, Inc., MSDWD (all such parties
referred to hereafter as the "Dean Witter Parties"), certain
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 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 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.
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 Principal Plus
Fund L.P. (Registrant)
By: Demeter Management
Corporation
(General Partner)
August 13, 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 Principal Plus Fund L.P. and is qualified in its entirety by
reference to such financial instruments.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> JUN-30-1997
<CASH> 6,077,258
<SECURITIES> 0
<RECEIVABLES> 35,944
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 52,719,803<F1>
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 52,719,803<F2>
<SALES> 0
<TOTAL-REVENUES> 3,771,975<F3>
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,486,450
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 2,252,565
<INCOME-TAX> 0
<INCOME-CONTINUING> 2,252,565
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,252,565
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>In addition to cash and receivables, total assets include net unrealized
gain on open contracts of $1,521,198,Investment in U.S. Treasury Bills of
$45,085,403 and interest receivable of $35,944.
<F2>Liabilities include redemptions payable of $2,070,649, accrued brokerage
fee of $182,459, accrued administrative fees of $181,067, accrued
management fees of $45,615, and accrued transaction fees and costs of
$4,146.
<F3>Total revenues include realized trading revenue of $1,016,692, net
change in unrealized of $1,323,814, interest income of $1,492,085 and
change in valuation of Yield Pool of $(60,616).
</FN>
</TABLE>
