WITTER DEAN DIVERSIFIED FUTURES FUND II L P
SECURITIES ACCOUNT CONTROL AGREEMENT
<DOCUMENT>
<TYPE>EX-10.03
<SEQUENCE>5
<FILENAME>de599166-exh10_03.txt
<DESCRIPTION>SECURITIES ACCOUNT CONTROL AGREEMENT
<TEXT>

                                                                   EXHIBIT 10.03


                      SECURITIES ACCOUNT CONTROL AGREEMENT


            SECURITIES ACCOUNT CONTROL AGREEMENT dated as of May 1, 2000 among
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.(the "LIEN GRANTOR"), MORGAN STANLEY
& CO. INCORPORATED (the "SECURED PARTY"), and DEAN WITTER REYNOLDS INC. (the
"SECURITIES INTERMEDIARY"). All references herein to the "UCC" refer to the
Uniform Commercial Code as in effect from time to time in [the State of New
York]. Terms defined in the UCC have the same meanings when used herein.


                              W I T N E S S E T H :


WHEREAS, the Lien Grantor is the entitlement holder with respect to the Account
(as defined below);


WHEREAS, the Lien Grantor pursuant to Section 6(f) of a Commodity Futures
Customer Agreement dated as of May 1, 2000 (the "CUSTOMER AGREEMENT") has
granted to the Secured Party a continuing security interest (the "SECURITY
INTEREST") in all right, title and interest of the Lien Grantor in, to and under
the Account, all financial assets credited thereto and all security entitlements
in respect thereof, whether now owned or existing or hereafter acquired or
arising; and


WHEREAS, the parties hereto are entering into this Agreement in order to perfect
the Security Interest in the Account, all financial assets from time to time
credited thereto and all security entitlements in respect thereof;


NOW, THEREFORE, the parties hereto agree as follows:


Establishment of Account.  The Securities Intermediary confirms that:


the Securities Intermediary has established the account numbers listed on the
attached Appendix A (which appendix may be amended in writing by the parties
from time to time) in the name of "Dean Witter Diversified Futures Fund II L.P."
(such account and any successor account, the "Account"),


the Account is a "securities account" as defined in Section 8-501 of the UCC,


the Securities Intermediary is acting as a "securities intermediary" (as defined
in Section 8-102 of the UCC) in respect of the Account,


the Securities Intermediary shall, subject to the terms of this Agreement, treat
the Lien Grantor as entitled to exercise the rights that comprise all financial
assets from time to time credited to the Account,


all property delivered to the Securities Intermediary by or on behalf of the
Lien Grantor for credit to the Account will be promptly credited to the Account,
and


all financial assets (except cash) credited to the Account will be registered in
the name of the Securities Intermediary, indorsed to the Securities Intermediary
or in blank or credited to another securities account maintained in the name of
the Securities Intermediary and in no case will any financial asset credited to
the Account be registered in the name of the Lien Grantor, payable to the order
of the Lien Grantor or specially indorsed to the Lien Grantor unless such
financial asset has been further indorsed to the Securities Intermediary or in
blank.


"Financial Assets" Election. The parties hereto agree that each item of property
(whether investment property, financial asset, security, instrument, cash or
other property) credited to the Account shall be treated as a "financial asset"
within the meaning of Sections 8-102(a)(9) and 8-103 of the UCC.


Entitlement Orders. The Securities Intermediary agrees to comply with any
"entitlement order" (as defined in Section 8-102 of the UCC) originated by the
Secured Party and relating to the Account or any financial asset credited
thereto without further consent by the Lien Grantor or any other person. The
Lien Grantor consents to the foregoing agreement by the Securities Intermediary.


Choice of Law. This Agreement shall be construed in accordance with and governed
by the laws of the State of New York. The State of New York shall be deemed to
be the securities intermediary's jurisdiction with respect to the Account, all
financial assets credited thereto and all security entitlements in respect
thereof for purposes of the UCC (including, without limitation, Section 8-110
thereof).


Amendments. No amendment or modification of this Agreement or waiver of any
right hereunder shall be binding on any party hereto unless it is in writing and
is signed by all the parties hereto.


Notice of Adverse Claims. Except for the claims and interests of the Secured
Party and the Lien Grantor, and security interests in favor of the Securities
Intermediary, the Securities Intermediary does not know of any claim to, or
interest in, the Account, any financial asset credited thereto or any security
entitlement in respect thereof. If any person other than the Lien Grantor, the
Secured Party or the Securities Intermediary asserts any lien, encumbrance or
adverse claim (including any writ, garnishment, judgment, attachment, execution
or similar process) against the Account, any financial asset credited thereto or
any security entitlement in respect thereof, the Securities Intermediary will
promptly notify the Secured Party and the Lien Grantor thereof.


Maintenance of Account. In addition to, and not in lieu of, the obligation of
the Securities Intermediary to honor entitlement orders as agreed in Section 3
hereof, the Securities Intermediary agrees to maintain the Account as follows:


Lien Grantor Entitlement Orders; Notice of Exclusive Control. So long as the
Securities Intermediary has not received a Notice of Exclusive Control (as
defined below), the Securities Intermediary may, subject to paragraph (ii)
below, comply with entitlement orders of the Lien Grantor or any duly authorized
agent of the Lien Grantor in respect of the Account and any or all financial
assets credited thereto. After the Securities Intermediary receives a written
notice from the Secured Party that it is exercising exclusive control over the
Account (a "Notice of Exclusive Control"), the Securities Intermediary will
cease complying with entitlement orders of the Lien Grantor and any of its
agents.


Limits on Free Deliveries From Account. Notwithstanding the provisions of
paragraph (i) above, the Securities Intermediary shall not, without specific
prior written consent of the Secured Party:


accept or comply with any entitlement order from the Lien Grantor, or any agent
of the Lien Grantor, withdrawing from the Account, or making a free delivery of,
any financial asset credited to the Account,


deliver any such financial asset to the Lien Grantor or


pay to the Lien Grantor any credit balance or other cash amount credited to the
Account.


      provided that, until the Securities Intermediary receives a Notice of
      Exclusive Control, the Securities Intermediary may pay to the Lien Grantor
      amounts sufficient to pay all fees and expenses of, and to fund all
      redemptions from, the Lien Grantor in the ordinary course of business.


Voting Rights. Until the Securities Intermediary receives a Notice of Exclusive
Control, the Lien Grantor shall be entitled to direct the Securities
Intermediary with respect to the voting of any financial assets credited to the
Account.


Statements and Confirmations. The Securities Intermediary will promptly send
copies of all statements, confirmations and other correspondence concerning the
Account and/or any financial assets credited thereto simultaneously to each of
the Lien Grantor and the Secured Party at their respective addresses specified
in Section 12 hereof.


Tax Reporting. All items of income, gain, expense and loss recognized in the
Account or in respect of any financial assets credited thereto shall be reported
to the Internal Revenue Service and all state and local taxing authorities under
the name and taxpayer identification number of the Lien Grantor.


Representations, Warranties and Covenants of the Securities Intermediary. The
Securities Intermediary makes the following representations, warranties and
covenants:


The Account has been established as set forth in Section 1 above and will be
maintained in the manner set forth herein until this Agreement is terminated.
The Securities Intermediary will not change the name or account number of the
Account without the prior written consent of the Secured Party.


No financial asset credited to the Account is or will be registered in the name
of the Lien Grantor, payable to the order of the Lien Grantor, or specially
indorsed to the Lien Grantor, unless such financial asset has been further
indorsed by the Lien Grantor to the Securities Intermediary or in blank.


This Agreement is a valid and binding agreement of the Securities Intermediary
enforceable in accordance with its terms.


The Securities Intermediary has not entered into, and until the termination of
this Agreement will not enter into, any agreement with any person (other than
the Secured Party) relating to the Account and/or any financial asset credited
thereto pursuant to which it has agreed, or will agree, to comply with
entitlement orders of such person. The Securities Intermediary has not entered
into any other agreement with the Lien Grantor or the Secured Party purporting
to limit or condition the obligation of the Securities Intermediary to comply
with entitlement orders as agreed in Section 3 hereof.


Successors. This Agreement shall be binding upon, and shall inure to the benefit
of, the parties hereto and their respective successors and assigns.


Notices. Each notice, request or other communication given to any party
hereunder shall be in writing (which term includes facsimile or other electronic
transmission) and shall be effective (i) when delivered to such party at its
address specified below, (ii) when sent to such party by facsimile or other
electronic transmission, addressed to it at its facsimile number or electronic
address specified below, and such party sends back an electronic confirmation of
receipt or (iii) ten days after being sent to such party by certified or
registered United States mail, addressed to it at its address specified below,
with first class or airmail postage prepaid:

    Lien Grantor:            Dean Witter Diversified Futures Fund II L.P.
                             c/o Demeter Management Corporation, General Partner
                             2 World Trade Center, 62nd Floor
                             New York, NY 10048

    Secured Party:           Morgan Stanley & Co. Incorporated
                             1 Pierrepont Plaza, 8th Floor
                             Brooklyn, New York 11210
                             Attention: Commodity Operations Manager

    Securities Intermediary: Dean Witter Reynolds Inc.
                             2 World Trade Center
                             New York, NY 10048
                             Attention: Managed Futures Department


Any party may change its address, facsimile number and/or e-mail address for
purposes of this Section by giving notice of such change to the other parties in
the manner specified above.


Termination. The rights and powers granted herein to the Secured Party (i) have
been granted in order to perfect the Security Interest, (ii) are powers coupled
with an interest and (iii) will not be affected by any bankruptcy of the Lien
Grantor or any lapse of time. The obligations of the Securities Intermediary
hereunder shall continue in effect until the Secured Party has notified the
Securities Intermediary in writing that the Transaction Lien has been terminated
pursuant to the terms of the Security Agreement.


                                    DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.
                                          Demeter Management Corporation,
                                          General Partner



                                        By: /s/ Robert E. Murray
                                           -------------------------------------
                                           Name:  Robert E. Murray
                                           Title: President and Chairman


                                        MORGAN STANLEY & CO. INCORPORATED



                                        By: /s/ Philip Newcomb
                                           -------------------------------------
                                           Name:  Philip Newcomb
                                           Title:


                                        DEAN WITTER REYNOLDS INC.



                                        By: /s/ Robert E. Murray
                                           -------------------------------------
                                           Name:  Robert E. Murray
                                           Title: Vice President and Chairman

<PAGE>




                                                                       Exhibit A


                          [Letterhead of Secured Party]


                                     [Date]


[Name and Address of Securities Intermediary]

Attention: ________________________


            Re:  Notice of Exclusive Control
                 ---------------------------

Ladies and Gentlemen:

As referenced in the Securities Account Control Agreement dated as of May 1,
2000 among Dean Witter Diversified Futures Fund II L.P. (the "Lien Grantor"), us
and you (a copy of which is attached), we notify you that we will hereafter
exercise exclusive control over securities account number __________ (the
"Account"), all financial assets from time to time credited thereto and all
security entitlements in respect thereof. You are instructed not to accept any
directions, instructions or entitlement orders with respect to the Account or
the financial assets credited thereto from the Lien Grantor or any of its agents
unless otherwise ordered by a court of competent jurisdiction.

You are instructed to deliver a copy of this notice by facsimile transmission to
[name of Lien Grantor].


                                   Very truly yours,

                                        MORGAN STANLEY & CO. INCORPORATED



                                        By:
                                           -------------------------------------
                                           Title:


cc: Dean Witter Diversified Futures Fund II L.P.

<PAGE>




                                   Appendix A



Account numbers established by the Securities Intermediary for Dean Witter
Diversified Futures Fund II L.P.

1.    779-009002
2.    779-009022


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