WITTER DEAN WORLD CURRENCY FUND L P
10-K/A, 1997-04-22
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                                     UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                      FORM 10-K-A

[X]    Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [Fee Required]
For the period ended December 31, 1996 or

[ ]    Transition report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934 [No Fee Required]
For the transition period from ________________to___________________
Commission File Number 33-55806

                         DEAN WITTER WORLD CURRENCY FUND L.P.

(Exact name of registrant as specified in its Limited Partnership Agreement)

             DELAWARE                                    13-3700691
(State or other jurisdiction of                      (I.R.S. Employer
 incorporation of organization)                     Identification No.)

c/o Demeter Management Corporation
Two World Trade Center, New York, N.Y. - 62nd Flr.               10048
(Address of principal executive offices)                        (Zip Code)
  
Registrant's telephone number, including area code            (212) 392-5454

Securities registered pursuant to Section 12(b) of the Act:

                                                       Name of each exchange
Title of each class                                    on which registered
                                        
             None                                               None

Securities registered pursuant to Section 12(g) of the Act:

                         Units of Limited Partnership Interest

                                   (Title of Class)


                                   (Title of Class)

       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        

  Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (section 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment of this Form 10K. [ X ]

State the aggregate market value of the Units of Limited Partnership Interest 
held by non-affiliates of the registrant.  The aggregate market value shall be
computed by reference to the price at which units were sold, or the average bid
and asked prices of such units, as of a specified date within 60 days prior to
the date of filing: $28,710,224.42 at January 31, 1997.

                          DOCUMENTS INCORPORATED BY REFERENCE
                                     (See Page 1)

<PAGE>

                                      SIGNATURES

       Pursuant to the requirement of Sections 13 or 15(d) 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 WORLD CURRENCY FUND L.P.
                                        (Registrant)

                                 BY:  Demeter Management Corporation,
                                        General Partner

March 24, 1997                   BY: /s/ Mark J. Hawley               
                                         Mark J. Hawley, Director and
                                          President

  Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

Demeter Management Corporation.

BY: /s/  Mark J. Hawley                                 March 24, 1997
          Mark J. Hawley, Director and
            President      

    /s/  Richard M. DeMartini                           March 24, 1997
          Richard M. DeMartini, Director
            and Chairman of the Board


    /s/  Lawrence Volpe                                 March 24, 1997
          Lawrence Volpe, Director        
            

    /s/  Laurence E. Mollner                            March 24, 1997
          Laurence E. Mollner, Director   
            

    /s/  Joseph G. Siniscalchi                          March 24, 1997
          Joseph G. Siniscalchi, Director 

     
    /s/  Edward C. Oelsner III                          March 24, 1997
          Edward C. Oelsner III, Director 


    /s/  Robert E. Murray                               March 24, 1997
          Robert E. Murray, Director


    /s/  Patti L. Behnke                                March 24, 1997
          Patti L. Behnke, Chief Financial
            Officer and Principal Accounting
            Officer

<PAGE>


                                     EXHIBIT INDEX





     ITEM                                                METHOD OF FILING

 -3.   Limited Partnership Agreement of
       the Partnership, dated as of
       December 8, 1992.                                                 (1)
    
- - -10.   Form of the Management Agreements among 
       the Partnership, Demeter Management
       Corporation and CCA Capital Manage-                               (2)
       ment Inc., Colorado Commodities
       Management Corporation, Ezra Zask
       Associates Inc. and Millburn
       Ridgefield Corporation dated as
       of March 1, 1993. 

- - -10.   Customer Agreement Between the
       Partnership and Dean Witter                                            
       Reynolds Inc., dated as of                                        (3)
       March 1, 1993.

- - -10.   Management Agreement among the 
       Partnership, Demeter Management
       Corporation and John W. Henry &
       Co., Inc., dated as of June 1, 
       1995.                                                             (4)


- - -13.   December 31, 1996 Annual Report to Limited Partners.              (5)


(1)    Incorporated by reference to Exhibit 3.01 and Exhibit 3.02  of the
       Partnership's Registration Statement on Form S-1 (File No. 33-55806).

(2)    Incorporated by reference to Exhibit 10.02 of the Partnership's
       Registration Statement on Form S-1 (File No. 33-55806).

(3)    Incorporated by reference to Exhibit 10.01 of the Partnership's
       Registration Statement on Form S-1 (File No. 33-55806).

(4)    Incorporated by reference to Exhibit 10.03 of the Partnership's Annual
       Report on Form 10K for the fiscal year ended December 31, 1995.

(5)    Filed herewith.
 







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