WITTER DEAN DIVERSIFIED FUTURES FUND III L P
10-Q, 1996-05-07
INVESTORS, NEC
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                         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 March 31, 1996 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. 33-34989

    DEAN WITTER DIVERSIFIED FUTURES FUND III L.P.
 (Exact name of registrant as specified in its charter)


          Delaware                                  13-3577501
(State or other jurisdiction of                  (I.R.S. Employer
Incorporation or organization)                  Identification No.)

c/o Demeter Management Corp.
Two World Trade Center, New York, NY 62 Fl.            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 III L.P.
             INDEX TO QUARTERLY REPORT ON FORM 10-Q

                        March 31, 1996

<CAPTION>
PART I. FINANCIAL INFORMATION
<S>                                                        <C>        
Item 1. Financial Statements

         Statements of Financial Condition  
         March 31, 1996 (Unaudited) and
     December 31, 1995.....................................2 

         Statements of Operations for the Quarters Ended
         March 31, 1996 and 1995 (Unaudited)...................                                    3

         Statements of Changes in Partners' Capital for the 
         Quarters ended March 31, 1996 and 1995 (Unaudited)....4

         Statements of Cash Flows for the Quarters Ended
         March 31, 1996 and 1995 (Unaudited)...................5

         Notes to Financial Statements (Unaudited)..........                                    6-10

Item 2.       Management's Discussion and Analysis of 
              Financial Condition and Results of Operations..11-14

Part II. OTHER INFORMATION

Item 6.       Exhibits and Reports on Form 8-K.................                                   15


</TABLE>


<PAGE>
<TABLE>
            DEAN WITTER DIVERSIFIED FUTURES FUND III L.P.
                 STATEMENTS OF FINANCIAL CONDITION

<CAPTION>

                                                                   March 31,              December 31,
                                                                     1996                      1995    
                                                                       $                        $
                                                                  (Unaudited)
ASSETS
<S>                                                                <C>                       <C>    
Equity in Commodity futures trading accounts:
   Cash                                                            79,903,565                95,976,883
   Net unrealized gain on open contracts                            5,667,005                 5,917,996

   Total Trading Equity                                            85,570,570               101,894,879

   Interest receivable (DWR)                                          280,506                   357,564
   Receivable from DWR                                                 81,597                   160,019

   Total Assets                                                    85,938,673               102,412,462


LIABILITIES AND PARTNERS' CAPITAL

Liabilities

   Redemptions payable                                             1,174,890                  1,377,212
   Accrued management fee (DWFCM)                                    216,637                    257,680        
   Accrued brokerage commissions (DWR)                               110,397                    361,211
   Accrued administrative expenses                                    88,029                    167,603
   Accrued transaction fees and costs                                 11,434                     35,174

   Total Liabilities                                               1,601,387                  2,198,880


Partners' Capital

   Limited Partners (60,245.680 and
    62,353.870 Units, respectively)                               82,957,421                 98,628,520
   General Partner (1,002.091 Units)                               1,379,865                  1,585,062

   Total Partners' Capital                                        84,337,286                100,213,582

   Total Liabilities and Partners' Capital                        85,938,673                102,412,462


NET ASSET VALUE PER UNIT                                            1,376.99                   1,581.75

<FN>


         The accompanying footnotes are an integral part
                 of these financial statements.
</TABLE>
<PAGE>
<TABLE> 
           DEAN WITTER DIVERSIFIED FUTURES FUND III L.P.
                     STATEMENTS OF OPERATIONS
                           (Unaudited)

<CAPTION>

                                                                For the Quarters Ended March 31,    
                                                                   1996                  1995      
                                                                     $                     $
<S>                                                              <C>                   <C>     
REVENUES
   Trading profit (loss):                                                   
        Realized                                                (10,505,927)           4,552,102  
        Net change in unrealized                                   (250,991)           8,846,534 

          Total Trading Results                                 (10,756,918)          13,398,636 

        Interest Income (DWR)                                       885,634            1,262,859 

          Total Revenues                                         (9,871,284)          14,661,495 


EXPENSES

        Brokerage commissions (DWR)                               2,068,908            2,616,760 
        Management fee (DWFCM)                                      689,636              873,745 
        Transaction fees and costs                                  178,600              254,537 
        Administrative expenses                                      19,000               12,000 
        Incentive fee (DWFCM)                                             -              720,909 

          Total Expenses                                          2,956,144            4,477,951 

NET INCOME (LOSS)                                               (12,827,428)          10,183,544 


NET INCOME (LOSS) ALLOCATION
        
        Limited Partners                                        (12,622,231)          10,035,510 
        General Partner                                            (205,197)             148,034 


NET INCOME (LOSS) PER UNIT

        Limited Partners                                            (204.76)              147.73 
        General Partner                                             (204.76)              147.73 


<FN>

            The accompanying footnotes are an integral part
                   of these financial statements.
</TABLE>
<PAGE>
<TABLE> 

             DEAN WITTER DIVERSIFIED FUTURES FUND III L.P.
             STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
          For the Quarters Ended March 31, 1996 and 1995
                            (Unaudited)


<CAPTION>

                                              Units of
                                             Partnership        Limited          General
                                              Interest         Partners          Partner          Total

<S>                                           <C>             <C>              <C>            <C>          
Partners' Capital
December 31, 1994                            71,363.599      $115,956,558     $1,651,457     $117,608,015  


Net Income                                       -            10,035,510         148,034       10,183,544

Redemptions                                   (2,965.626)     (4,966,884)               -      (4,966,884)

Partners' Capital
March 31, 1995                               68,397.973      $121,025,184      $1,799,491    $122,824,675  




Partners' Capital
  December 31, 1995                           63,355.961      $98,628,520       $1,585,062    $100,213,582 

Net Loss                                               -      (12,622,231)        (205,197)    (12,827,428)

Redemptions                                   (2,108.190)      (3,048,868)               -      (3,048,868)

Partners' Capital
  March 31, 1996                              61,247.771      $82,957,421       $1,379,865     $84,337,286 


 
<FN>

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

</TABLE>

<PAGE>
<TABLE>

                DEAN WITTER DIVERSIFIED FUTURES FUND III L.P.
                         STATEMENTS OF CASH FLOWS
                              (Unaudited)



<CAPTION>


                                                                For the Quarters Ended March 31,     

                                                                   1996                  1995      
                                                                     $                     $
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                             <C>                   <C>        
   Net income (loss)                                            (12,827,428)          10,183,544 
   Noncash item included in net income (loss):
        Net change in unrealized                                    250,991           (8,846,534) 

   (Increase) decrease in operating assets:
        Interest receivable (DWR)                                    77,058               25,987 
        Receivable from DWR                                          72,422             (174,172)

   Increase (decrease) in operating liabilities:
        Accrued management fee (DWFCM)                              (41,043)              17,510 
        Accrued brokerage commissions (DWR)                        (250,814)              22,498 
        Accrued administrative expenses                             (79,574)             (25,237)
        Accrued transaction fees and costs                          (23,740)              17,683 
        Accrued incentive fee (DWFCM)                                      -             720,909 

   Net cash provided by (used for) operating activities         (12,822,128)           1,942,188 


CASH FLOWS FROM FINANCING ACTIVITIES


   Increase (decrease) in redemptions payable                      (202,322)           1,159,256     
   Redemptions of units                                          (3,048,868)          (4,966,884)

   Net cash used for financing activities                        (3,251,190)          (3,807,628)


   Net decrease in cash                                         (16,073,318)          (1,865,440)

   Balance at beginning of period                                95,976,883          104,333,630 

   Balance at end of period                                      79,903,565          102,468,190 


<FN>


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

</TABLE>
<PAGE>
                                                       
                 DEAN WITTER DIVERSIFIED FUTURES FUND III 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, 1995 Annual Report on Form 10-K.

1. Organization  
Dean Witter Diversified Futures Fund III L.P. (the "Partnership")
was organized to engage in the speculative trading of commodity
futures and futures-related contracts, including forward contracts
on foreign currencies.  

The General Partner for the Partnership is Demeter Management
Corporation (the "General Partner").  The commodity broker is Dean
Witter Reynolds Inc. ("DWR").  The Trading Manager who makes all
trading decisions for the Partnership is Dean Witter Futures and
Currency Management, Inc. ("DWFCM").  The General Partner, DWR, and
DWFCM are all wholly owned subsidiaries of Dean Witter, Discover &
Co.

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. 
 <PAGE>
          DEAN WITTER DIVERSIFIED FUTURES FUND III L.P.
              NOTES TO FINANCIAL STATEMENTS (CONTINUED)




Brokerage expenses incurred by the Partnership are paid to DWR. 
Management and incentive fees incurred by the Partnership are paid
to DWFCM.


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 March 31, 1996, open contracts were:
                                                                  
                                          Contract or
                                        Notional Amount
                                              $


Exchange Traded Contracts:
Financial Futures:
  Commitments to Purchase                1,902,000
  Commitments to Sell                  171,904,000
 Commodity Futures:
  Commitments to Purchase               57,591,000
  Commitments to Sell                    1,890,000
Foreign Futures:
  Commitments to Purchase                6,714,000
  Commitments to Sell                   81,814,000
Off Exchange Traded Contracts
 Forward Currency Contracts:
  Commitments to Purchase              163,664,000
  Commitments to Sell                  122,554,000
            


<PAGE>
            DEAN WITTER DIVERSIFIED FUTURES FUND III L.P.
              NOTES TO FINANCIAL STATEMENTS (CONTINUED)




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 unrealized gain on open contracts is reported as a component of
"Equity in Commodity futures trading accounts" on the Statement of
Financial Condition and totaled $5,667,005 at March 31, 1996.  Of
this amount, $4,921,754 was related to exchange-traded futures
contracts and $745,251 related to off-exchange-traded forward
currency contracts.


Exchange-traded futures contracts held by the Partnership at March
31, 1996 mature through September 1996.  Off-exchange-traded
forward currency contracts held by the Partnership at March 31,
1996 mature through May 1996.  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 non-performance.  The credit risk
associated with these instruments is limited to the amounts
reflected in the Partnership's Statements of Financial Condition.


<PAGE>
             DEAN WITTER DIVERSIFIED FUTURES FUND III L.P.
                NOTES TO FINANCIAL STATEMENTS (CONCLUDED)




The Partnership also has credit risk because the sole counterparty,
with respect to most of the Partnership's assets, is DWR. 
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 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 gains on all open futures contracts which funds
totaled $84,825,319 at March 31, 1996.  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 of such
contracts, to perform.
<PAGE>
            DEAN WITTER DIVERSIFIED FUTURES FUND III L.P.
               NOTES TO FINANCIAL STATEMENTS (CONCLUDED)


For the quarter ended March 31, 1996 the average fair
value of financial instruments held for trading
purposes was as follows:

                                    Assets        Liabilities
                                       $               $


Exchange-Traded Contracts:
Financial Futures                 207,336,000      121,254,000
Commodity Futures                 108,839,000       20,433,000
Foreign Futures                   165,820,000       56,178,000
Off-Exchange-Traded Foreign
Currency Contracts                 271,393,000     349,335,000

<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS



Liquidity - The Partnership's assets are on deposit in separate
commodity interest trading accounts with DWR, and are used by the
Partnership as margin to engage in commodity futures, forward
contracts on foreign currencies and other commodity interest
trading.  DWR holds such assets in either designated depositories
or in securities approved by the Commodity Futures Trading
Commission 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 commodity futures contracts, forward contracts on foreign
currencies and other commodity interests, it is expected that the
Partnership will continue to own such liquid assets for margin
purposes.

The Partnership's investment in commodity futures and forward
contracts and other commodity interests may be illiquid.  If the
price for the futures contract for a particular commodity has
increased or decreased by an amount equal to the "daily limit",
positions in the commodity can neither be taken nor liquidated
unless traders are willing to effect trades at or within the limit. 
Commodity futures 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 commodity futures positions.
<PAGE>
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 of additional
Units in the future will impact the amount of funds available for
investments in commodity futures and forward contracts and other
commodity interests.  As redemptions are at the discretion of
Limited Partners, it is not possible to estimate the amount and
therefore, the impact of future redemptions.  

Results of Operations
For the Quarter Ended March 31, 1996
For the quarter ended March 31, 1996, the Partnership's total
trading losses net of interest income were $9,871,284.  During the
first quarter, the Partnership posted a loss in Net Asset Value per
Unit.  The most significant trading losses during the quarter were
recorded in the currency and energy markets during February.  In
the currency markets, a sudden and sharp trend reversal in the
downward move in the value of the Japanese yen and most major
European currencies, which had posted gains during January,
resulted in losses from short positions in the Japanese yen, German
<PAGE>
mark, Swiss franc and British pound.  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.  Additional losses were
experienced in the energy markets due primarily to short-term
volatile movement in gas and oil prices during February.  A portion
of these losses was offset by gains in crude oil during March.  In
the financial futures markets, losses were recorded in most global
interest rate and stock index futures as these prices moved in a
short-term volatile pattern during the quarter.  Trading gains in
British long gilt, French bond and U.S. Treasury note futures
offset a portion of these losses.  Smaller losses were recorded in
the agricultural markets from trading soybean futures and in the
soft commodities markets from trading cotton and coffee futures. 
Total expenses for the period were $2,956,144, resulting in a net
loss of $12,827,428.  The value of an individual Unit in the
Partnership decreased from $1,581.75 at December 31, 1995 to
$1,376.99 at March 31, 1996.



For the Quarter Ended March 31, 1995
For the quarter ended March 31, 1995 the Partnership's total
trading revenues including interest income were $14,661,495. 
During the first quarter, the Partnership posted a gain in Net
Asset Value per Unit.  The most significant trading gains were
recorded during February and March in the currency markets as a
result of a decrease in value of the U.S. dollar versus the
Japanese yen  and major European currencies such as the Swiss
franc, German mark and French franc.  Additional gains were 
<PAGE>
recorded in the financial futures markets as a result of trading
Japanese and U.S. interest rate futures and global stock index
futures.  Smaller trading losses in the agricultural, metals,
energy and international markets offset a portion of overall gains
for the quarter.  Total expenses for the period were $4,477,951,
generating net income of $10,183,544.  The value of an individual
Unit in the Partnership increased from $1,648.01 at December 31,
1994 to $1,795.74 at March 31, 1995. 

<PAGE>

              PART II.  OTHER INFORMATION



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 III L.P. (Registrant)

                                    By: Demeter Management Corporation
                                        (General Partner)

May 7, 1996                          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.

<PAGE>


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from Dean
Witter Diversified Futures Fund III L.P. and is qualified in its entirety
by references to such financial instruments.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          MAR-31-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                      79,903,565
<SECURITIES>                                         0
<RECEIVABLES>                                  362,103<F1>
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              85,938,673<F2>
<CURRENT-LIABILITIES>                                0
<BONDS>                                              0
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                30,201,040<F3>
<SALES>                                              0
<TOTAL-REVENUES>                             8,554,233<F4>
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                             2,683,013
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                              5,871,220
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          5,871,220
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 5,871,220
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
<FN>
<F1>Receivables include interest receivable of $280,506 and receivable from
DWR of $81,597.
<F2>In addition to cash and receivables, total assets include net unrealized
gain on open contracts of $5,667,005.
<F3>Liabilities include redemptions payable of $1,174,890, accrued brokerage
commissions of $110,397, accrued management fees of $216,637, accrued
administrative expenses of $88,029 and accrued transaction fees and costs
of $11,434.
<F4>Total revenues includes realized trading revenue of $(10,505,927), net
change in unrealized of $(250,991) and interest income of $885,634.
</FN>
        

</TABLE>


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