DEAN WITTER PORTFOLIO STRATEGY FUND LP
8-K, 2001-01-03
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 --------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

        Date of Report (Date of earliest event reported)  DECEMBER 1, 2000
                                                          ----------------

                    DEAN WITTER PORTFOLIO STRATEGY FUND L.P.
                    ----------------------------------------
             (Exact name of registrant as specified in its charter)



      DELAWARE                   0-19046                13-3589337
      --------                   -------                ----------
      (State or other            (Commission           (IRS Employer
      jurisdiction of            File Number)          Identification
      incorporation)                                       Number)


                       C/O DEMETER MANAGEMENT CORPORATION
          TWO WORLD TRADE CENTER, 62ND FLOOR, NEW YORK, NEW YORK    10048
      (Address of Principal Executive Offices)                    (Zip Code)



       Registrant's telephone number, including area code:   (212) 392-5454
                                                             --------------



         ----------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)



<PAGE>


Item 5.  Other Events
         ------------

        Effective  December 1, 2000,  Dean Witter  Portfolio  Strategy Fund L.P.
(the "Fund") amended its management agreement with John W. Henry & Company, Inc.
(the "Trading  Advisor") under which the monthly management fee paid by the Fund
to the Trading Advisor was reduced from a 4% to a 2% annual rate.  Additionally,
the quarterly  incentive fee paid by the Fund to the Trading Advisor was changed
from 15% to 20% of Fund trading profits,  as determined from the end of the last
period in which an incentive fee was earned.





                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                       Dean Witter Portfolio Strategy Fund L.P.


                                       By:   Demeter Management Corporation,
                                             as General Partner



                                       By: /s/ Robert E. Murray
                                          ------------------------------------
                                          Robert E. Murray
                                          President

Dated:  January 3, 2001






                                        2


<PAGE>


                                  EXHIBIT INDEX

EXHIBIT                       DESCRIPTION
-------                       -----------


10.1    Amendment  to Amended and  Restated  Management  Agreement  between Dean
        Witter Portfolio  Strategy Fund L.P. and John W. Henry & Company,  Inc.,
        dated November 30, 2000








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