DEAN WITTER PRINCIPAL SECURED FUTURES FUND LP
10-Q, 1996-05-07
OIL ROYALTY TRADERS
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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 number 33-36656


        DEAN WITTER PRINCIPAL SECURED FUTURES FUND L.P.

    (Exact name of registrant as specified in its charter)


        Delaware                                           13-3589337
(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 PRINCIPAL SECURED FUTURES FUND 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 PRINCIPAL SECURED FUTURES FUND 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                                                            77,016,012                78,404,128
   Net unrealized gain on open contracts                            3,460,054                 3,621,113

   Total Trading Equity                                            80,476,066                82,025,241

   Interest receivable (DWR)                                          240,422                   252,974
   Receivable from DWR                                                    334                         -
   
   Total Assets                                                    80,716,822                82,278,215


LIABILITIES AND PARTNERS' CAPITAL

Liabilities

   Redemptions payable                                               966,248                    738,931
   Accrued management fee                                            268,027                    272,903        
   Accrued administrative expenses                                   211,545                    279,755
   Incentive fees payable                                            145,473                    320,038  
   Accrued brokerage commissions (DWR)                                86,445                     99,604   
   Banks fees payable                                                 10,051                     21,336        
   Accrued transaction fees and costs                                  5,947                      6,603
   
   Total Liabilities                                               1,693,736                  1,739,170


Partners' Capital

   Limited Partners (45,070.180 and
    46,435.540 Units, respectively)                               77,381,714                 78,914,381 
   General Partner (956 Units)                                     1,641,372                  1,624,664

   Total Partners' Capital                                        79,023,086                 80,539,045

   Total Liabilities and Partners' Capital                        80,716,822                 82,278,215 

NET ASSET VALUE PER UNIT                                            1,716.92                   1,699.44



<FN>

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


<PAGE>
<TABLE>
             DEAN WITTER PRINCIPAL SECURED FUTURES FUND L.P.
                       STATEMENTS OF OPERATIONS
                             (Unaudited)


<CAPTION>



                                                                For the Quarters Ended March 31,    
                                                                   1996                  1995      
                                                                     $                     $
<S>                                                               <C>                   <C>    
REVENUES
   Trading profit (loss):                                                   
        Realized                                                  2,068,706            6,512,924  
        Net change in unrealized                                   (161,059)           9,305,574 

          Total Trading Results                                   1,907,647           15,818,498  

        Interest Income (DWR)                                       706,912              780,978 

          Total Revenues                                          2,614,559           16,599,476 


EXPENSES

        Management fees                                             816,003              806,699    
        Brokerage commissions (DWR)                                 710,287            1,014,473    
        Incentive fees                                              162,402              781,197  
        Transaction fees and costs                                   48,058               66,486   
        Administrative expenses                                      27,000               27,000        
        Bank fees                                                    10,826               52,080 
                                                                                                 
          Total Expenses                                          1,774,576            2,747,935 

NET INCOME                                                          839,983           13,851,541 


NET INCOME ALLOCATION

        Limited Partners                                             823,275          13,609,154 
        General Partner                                               16,708             242,387 


NET INCOME PER UNIT

        Limited Partners                                               17.48              253.54 
        General Partner                                                17.48              253.54 


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

</TABLE>
<PAGE>
<TABLE> 

                DEAN WITTER PRINCIPAL SECURED FUTURES FUND 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                          56,372.344      $75,121,362       $1,295,936     $76,417,298 

Net Income                                       -            13,609,154         242,387       13,851,541 

Redemptions                                  (3,393.773)      (5,019,692)               -      (5,019,692)

Partners' Capital
  March 31, 1995                             52,978.571      $83,710,824       $1,538,323     $85,249,147 





Partners' Capital
  December 31, 1995                           47,391.540      $78,914,381      $1,624,664      $80,539,045 

Net Income                                             -          823,275          16,708          839,983 

Redemptions                                   (1,365.360)      (2,355,942)              -       (2,355,942)

Partners' Capital
  March 31, 1996                              46,026.180      $77,381,714      $1,641,372      $79,023,086 





<FN>


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

</TABLE>
<PAGE>
<TABLE> 

                  DEAN WITTER PRINCIPAL SECURED FUTURES FUND 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                                                       839,983           13,851,541  
   Noncash item included in net income:
        Net change in unrealized                                    161,059           (9,305,574)

   (Increase) decrease in operating assets:
        Interest receivable (DWR)                                    12,552               (3,293)
        Receivable from DWR                                            (334)                   - 

   Increase (decrease) in operating liabilities:
        Accrued management fee                                       (4,876)              32,899     
        Accrued administrative expenses                             (68,210)             (12,737)
        Incentive fee payable                                      (174,565)             781,197 
        Accrued brokerage commissions (DWR)                         (13,159)              45,403   
        Bank fees payable                                           (11,285)              52,080  
        Accrued transaction fees and costs                             (656)               3,375 

   Net cash provided by operating activities                        740,509            5,444,891     


CASH FLOWS FROM FINANCING ACTIVITIES

   Increase in redemptions payable                                  227,317            1,004,854     
   Redemptions of units                                          (2,355,942)          (5,019,692)

   Net cash used for financing activities                        (2,128,625)          (4,014,838)


   Net increase (decrease) in cash                               (1,388,116)           1,430,053 

   Balance at beginning of period                                78,404,128           74,414,633 

   Balance at end of period                                      77,016,012           75,844,686 


<FN>


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

</TABLE>
<PAGE>
 
                   DEAN WITTER PRINCIPAL SECURED FUTURES FUND 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 Principal Secured Futures 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.   Demeter Management
Corporation ("the General Partner") has retained John W. Henry &
Co. as the trading manager of the Partnership.  Both the General
Partners and the commodity broker, Dean Witter Reynolds, Inc.
("DWR") are wholly owned subsidiaries of Dean Witter, Discover &
Co.
<PAGE>
            DEAN WITTER PRINCIPAL SECURED FUTURES FUND L.P.
               NOTES TO FINANCIAL STATEMENTS - (CONTINUED)

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.

3.  Financial Instruments
The Partnership trades futures and forward contracts in interest
rates, stock indices, commodities, currencies, petroleum and
precious metals.  Futures and forwards represents 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                         3,747,000
   Commitments to Sell                           127,198,000
Commodity Futures:
   Commitments to Purchase                        13,856,000
   Commitments to Sell                            10,058,000
Foreign Futures:
   Commitments to Purchase                         2,020,000
   Commitments to Sell                           109,290,000
Off-Exchange-Traded Forward
 Currency Contracts
   Commitments to Purchase                        75,901,000
   Commitments to Sell                           112,938,000

<PAGE>
             DEAN WITTER PRINCIPAL SECURED FUTURES FUND 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 $3,460,054 at March 31, 1996.  Of
this amount, $3,291,037 related to exchange-traded futures
contracts and $169,017 related to off-exchange-traded forward
currency contracts.

Exchange-traded futures contracts held by the Partnership at March
31, 1996 mature through March 1997.  Off-exchange-traded forward
currency contracts held at March 31, 1996 mature through June 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 PRINCIPAL SECURED FUTURES FUND L.P.
                  NOTES TO FINANCIAL STATEMENTS - (CONTINUED)



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 $80,307,049 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 PRINCIPAL SECURED FUTURES FUND 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                          59,029,000     67,050,000
Commodity Futures                          24,396,000      5,890,000
Foreign Futures                            70,101,000     45,421,000
Off-Exchange-Traded Forward
 Currency Contracts                        72,661,000    116,150,000


<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 of 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 revenues including interest income were $2,614,559.  During
the first quarter, the Partnership posted an increase in Net Asset
Value per Unit.  The most significant trading gains were recorded
in the currency and financial futures markets.  In the currency
markets, gains were experienced in January as a declining trend in
the value of the Japanese yen lead to profits in short Japanese yen
positions.  In March, gains were recorded from long Australian 
<PAGE>
dollar positions as the value of the Australian dollar increased
relative to the U.S. dollar and other European currencies. 
Additional gains in the currency markets were experienced in
January from short positions in the Swiss franc and German mark. 
These gains more than offset the losses recorded in February as a
result of a sharp reversal in the value of the Japanese yen and
most major European currencies relative to the U.S. dollar.  In the
financial futures markets, long European interest rate futures
positions experienced gains in January as prices moved higher
during the month.  During March, gains were recorded from trading
U.S. interest rate futures.  A portion of these gains was offset by
losses experienced in February from previously established long
positions in European bond futures as prices moved lower.  Losses
were experienced in the metals markets in February and March as
trendless price movements resulted in losses from trading precious
metals futures.  In the energy markets, losses were recorded in
January as a sharp and sudden price reversal downward in crude oil
prices resulted in losses for the Fund's previously established
long positions.  These losses more than offset gains recorded in
March as crude and heating oil prices moved higher.  Smaller losses
were recorded in the soft commodities and agricultural markets
during the quarter.  Total expenses for the period were $1,774,575,
resulting in net income of $839,984.  The value of an individual
Unit in the Partnership increased from $1,699.44 at December 31,
1995 to $1,716.92 at March 31, 1995.

<PAGE>
For the Quarter Ended March 31, 1995

For the quarter ended March 31, 1995, the Partnership's total
trading revenues including interest income were $16,599,476. 
During the first quarter, the Partnership posted an increase in Net
Asset Value per Unit.  The most significant trading gains were
recorded in the currency markets as a result of the decrease in
value of the U.S. dollar versus the Japanese yen and major European
currencies during February and March.  Gains were also recorded in
the financial futures markets as a result of trading U.S. interest
rate futures as well as Japanese bond and Nikkei stock index
futures during the quarter.  Additional trading gains were recorded
from transactions involving crude oil in March.  Smaller trading
losses in the sugar, soybean products, silver and coffee offset a
portion of overall gains for the Partnership during the quarter. 
Total expenses for the period were $2,747,935, resulting in net
income of $13,851,541.  The value of an individual Unit in the
Partnership increased from $1,355.58 at December 31, 1994 to
$1,609.12 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 Principal Secured
                                   Futures Fund 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 Principal Secured Futures Fund 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>                                      77,016,012
<SECURITIES>                                         0
<RECEIVABLES>                                  240,756<F1>
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              80,716,822<F2>
<CURRENT-LIABILITIES>                                0
<BONDS>                                              0
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                80,716,822<F3>
<SALES>                                              0
<TOTAL-REVENUES>                             2,614,559<F4>
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                             1,774,576
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                839,983
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            839,983
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   839,983
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
<FN>
<F1>Receivables include interest receivable of $240,422 and receivable from
DWR of $334.
<F2>In addition to cash and receivables, total assets include net unrealized
gain on open contracts of $3,460,054.
<F3>Liabilities include redemptions payable of $966,248, accrued brokerage
commissions of $86,445, accrued management fees of $268,027, accrued
administrative expenses of $211,545, banks fees payable of $10,051, accrued
transaction fees and costs of $5,947 and incentive fee payable of $145,473.
<F4>Total revenues includes realized trading revenue of $2,068,706, net
change in unrealized of $(161,059) and interest income of $706,912.
</FN>
        

</TABLE>


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