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: April 29, 1996


                  DEAN WITTER PRINCIPAL GUARANTEED FUND II L.P.
             (Exact name of registrant as specified in its charter)


- --------------------------------------------------------------------------------
     Delaware                  No.: 33-25041         13-3498819
     (State or other           (Commission           (I.R.S. employer
     jurisdiction of           file number)          identification number)
     incorporation)

             Two World Trade Center; 62nd Floor, New York, NY 10048
             ------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (212) 392-8899


            
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)





                                                        Page 1 of 6
                                                        Exhibit Index on Page 5


<PAGE>

Item 2.           Acquisition or Disposition of Assets

     The offering of limited partnership  interests ("Units") in the Dean Witter
Principal   Guaranteed  Fund  II  L.P.,  a  Delaware  limited  partnership  (the
"Registrant"),  was registered  with the  Securities and Exchange  Commission on
December  21, 1988.  The Units were offered at $1,000 per Unit,  and the sale of
the Units to investors ("Limited Partners") was completed on March 1, 1989.

     The Registrant  was organized to engage in  speculative  trading of futures
and forward  contracts  and  options on futures  contracts  and other  commodity
options on a diversified  portfolio of commodities.  Pursuant to an Agreement of
Guarantee dated December 21, 1988 (the  "Guarantee"),  CC Guarantee  Corporation
(the "Guarantee Corporation"), an affiliate of the Registrant's Trading Manager,
guaranteed that each Limited Partner would receive at least $1,000 for each Unit
redeemed on March 31, l996 (the  "Guaranteed  Redemption  Date").  Pursuant to a
Letter of Credit and  Reimbursement  Agreement  dated as of December  21,  1988,
Citibank, N.A. issued a letter of credit to ensure payment of the full amount of
the Guarantee.

     Effective April 20, 1995, the Registrant ceased trading commodity  interest
contracts and its assets were being held in an account with Dean Witter Reynolds
("DWR") until the  Guaranteed  Redemption  Date.  DWR was paying the  Registrant
interest on 100% of the Registrant's assets at a prevailing rate on 13-week U.S.
Treasury Bills. Demeter Management Corporation ("Demeter"),  the General Partner
of the Registrant, determined that it was in the best interest of the Registrant
to  dissolve  the  Registrant  as  soon  as  practicable  after  the  Guaranteed
Redemption  Date. On the Guaranteed  Redemption Date, the Net Asset Value of the
Registrant was $5,216,266  and the Registrant had 4,938.128  Units  outstanding.
The Net Asset Value of a Unit was $1,056.55.

     Pursuant to the terms of the  Registrant's  Prospectus,  dated December 21,
l988 (the "Prospectus"),  Demeter on April 15, 1996 credited the account of each
Limited  Partner with  $1056.55  per each Unit owned.  The total amount of funds
with which the Limited  Partners'  accounts  were credited was  $4,497,341.  The
Registrant thereupon ceased all operations.

Item 7.           Exhibits.

     (1) Form of  Selling  Agreement  between  the  Registrant  and Dean  Witter
Reynolds  Inc.  (incorporated  by reference to Exhibit 1.01 to the  Registration
Statement on Form S-1, SEC File No. 33-25041, filed on October 25, 1988).

     (4) Form of Limited Partnership  Agreement of the Registrant  (incorporated
by  reference  to  Exhibit  A to the  Prospectus  filed  with  the  Registrant's
Registration Statement on Form S-1, SEC File No. 33-25041).

                                      -2-
<PAGE>

     (20)  Letter  dated  March 15,  1996 from  Demeter  to each of the  Limited
Partners of the Registrant regarding cessation of operations of the Registrant.


                                      -3-
<PAGE>

                                    SIGNATURE

     Pursuant  to  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
                                    GUARANTEED FUND II L.P.

                               By:  Demeter Management Corporation,
                                    General Partner



                                    By:      /s/ Mark J. Hawley
                                             ------------------
                                             Name:    Mark J. Hawley
                                             Title:   President

         Dated: April 29, 1996

                                      -4-
<PAGE>
                               Exhibit Index                               Page

(1)    Form of Selling  Agreement  between the Registrant and Dean 
       Witter Reynolds Inc.  (incorporated  by  reference  to  Exhibit
       1.01  to the  Registration Statement on Form S-1, SEC File
       No. 33-25041, filed on October 25, 1988).                            ---

(4)    Form of Limited  Partnership  Agreement of the Registrant
       (incorporated by reference  to Exhibit A to the Dean  Witter  
       Principal  Guaranteed  Fund II L.P.  Prospectus  dated  
       December  21,  1988  filed  with the  Registrant's
       Registration Statement on Form S-1, SEC File No. 33-25041).          ---

(20)   Letter  dated  March 15,  1996 from  Demeter to each of the
       Limited Partners of the Registrant  regarding the cessation
       of the Registrant.                                                    6

                                      -5-
<PAGE>

Demeter Management Corporation
c/o DEAN WITTER REYNOLDS, INC.
#2 World Trade Center, New York, NY 10048
Telephone (212) 392-5453





March 15, 1996



RE:      Principal Guaranteed Fund II's Guaranteed Redemption Date:
         NO ACTION NEEDED

Dear Dean Witter Principal Guaranteed Fund II L.P. Limited Partner:

Please be advised that the Guaranteed  Redemption Date for Dean Witter Principal
Guaranteed  Fund II L.P.  (the  "Partnership")  is March  31,  1996.  As of this
writing on March 15, 1996, the Estimated Net Asset Value per Unit is $1,055.00.

NO ACTION NEEDS TO BE TAKEN

The  General  Partner  has  determined  that it is in the best  interest  of the
Partnership to terminate the  Partnership as of the Guaranteed  Redemption  Date
(March 31, 1996), and the accounts of the Limited Partners will be credited with
the  then-current  Net Asset Value per Unit  roughly  10-15  business  days into
April.

Thank you for your  assistance  in this  matter.  Should you have any  questions
please call your Dean Witter Account Executive.

Sincerely,


/s/ Mark J. Hawley
President
Demeter Management Corporation

                                      -6-
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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: April 29, 1996

                  DEAN WITTER PRINCIPAL GUARANTEED FUND II L.P.
             (Exact name of registrant as specified in its charter)

- --------------------------------------------------------------------------------
     Delaware                  No.: 33-25041         13-3498819
     (State or other           (Commission           (I.R.S. employer
     jurisdiction of           file number)          identification number)
     incorporation)

             Two World Trade Center; 62nd Floor, New York, NY 10048
             ------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (212) 392-8899

            
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)

                                                        Page 1 of 6
                                                        Exhibit Index on Page 5
Item 2.           Acquisition or Disposition of Assets

     The offering of limited partnership  interests ("Units") in the Dean Witter
Principal   Guaranteed  Fund  II  L.P.,  a  Delaware  limited  partnership  (the
"Registrant"),  was registered  with the  Securities and Exchange  Commission on
December  21, 1988.  The Units were offered at $1,000 per Unit,  and the sale of
the Units to investors ("Limited Partners") was completed on March 1, 1989.

     The Registrant  was organized to engage in  speculative  trading of futures
and forward  contracts  and  options on futures  contracts  and other  commodity
options on a diversified  portfolio of commodities.  Pursuant to an Agreement of
Guarantee dated December 21, 1988 (the  "Guarantee"),  CC Guarantee  Corporation
(the "Guarantee Corporation"), an affiliate of the Registrant's Trading Manager,
guaranteed that each Limited Partner would receive at least $1,000 for each Unit
redeemed on March 31, l996 (the  "Guaranteed  Redemption  Date").  Pursuant to a
Letter of Credit and  Reimbursement  Agreement  dated as of December  21,  1988,
Citibank, N.A. issued a letter of credit to ensure payment of the full amount of
the Guarantee.

     Effective April 20, 1995, the Registrant ceased trading commodity  interest
contracts and its assets were being held in an account with Dean Witter Reynolds
("DWR") until the  Guaranteed  Redemption  Date.  DWR was paying the  Registrant
interest on 100% of the Registrant's assets at a prevailing rate on 13-week U.S.
Treasury Bills. Demeter Management Corporation ("Demeter"),  the General Partner
of the Registrant, determined that it was in the best interest of the Registrant
to  dissolve  the  Registrant  as  soon  as  practicable  after  the  Guaranteed
Redemption  Date. On the Guaranteed  Redemption Date, the Net Asset Value of the
Registrant was $5,216,266  and the Registrant had 4,938.128  Units  outstanding.
The Net Asset Value of a Unit was $1,056.55.

     Pursuant to the terms of the  Registrant's  Prospectus,  dated December 21,
l988 (the "Prospectus"),  Demeter on April 15, 1996 credited the account of each
Limited  Partner with  $1056.55  per each Unit owned.  The total amount of funds
with which the Limited  Partners'  accounts  were credited was  $4,497,341.  The
Registrant thereupon ceased all operations.

Item 7.           Exhibits.

     (1) Form of  Selling  Agreement  between  the  Registrant  and Dean  Witter
Reynolds  Inc.  (incorporated  by reference to Exhibit 1.01 to the  Registration
Statement on Form S-1, SEC File No. 33-25041, filed on October 25, 1988).

     (4) Form of Limited Partnership  Agreement of the Registrant  (incorporated
by  reference  to  Exhibit  A to the  Prospectus  filed  with  the  Registrant's
Registration Statement on Form S-1, SEC File No. 33-25041).

                                      -2-
(20)  Letter  dated  March 15,  1996 from  Demeter  to each of the  Limited
Partners of the Registrant regarding cessation of operations of the Registrant.

                                      -3-
SIGNATURE

     Pursuant  to  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
                                    GUARANTEED FUND II L.P.

                               By:  Demeter Management Corporation,
                                    General Partner

                                    By:      /s/ Mark J. Hawley
                                             ------------------
                                             Name:    Mark J. Hawley
                                             Title:   President

         Dated: April 29, 1996

                                      -4-
Exhibit Index                               Page

(1)    Form of Selling  Agreement  between the Registrant and Dean 
       Witter Reynolds Inc.  (incorporated  by  reference  to  Exhibit
       1.01  to the  Registration Statement on Form S-1, SEC File
       No. 33-25041, filed on October 25, 1988).                            ---

(4)    Form of Limited  Partnership  Agreement of the Registrant
       (incorporated by reference  to Exhibit A to the Dean  Witter  
       Principal  Guaranteed  Fund II L.P.  Prospectus  dated  
       December  21,  1988  filed  with the  Registrant's
       Registration Statement on Form S-1, SEC File No. 33-25041).          ---

(20)   Letter  dated  March 15,  1996 from  Demeter to each of the
       Limited Partners of the Registrant  regarding the cessation
       of the Registrant.                                                    6

                                      -5-
Demeter Management Corporation
c/o DEAN WITTER REYNOLDS, INC.
#2 World Trade Center, New York, NY 10048
Telephone (212) 392-5453

March 15, 1996

RE:      Principal Guaranteed Fund II's Guaranteed Redemption Date:
         NO ACTION NEEDED

Dear Dean Witter Principal Guaranteed Fund II L.P. Limited Partner:

Please be advised that the Guaranteed  Redemption Date for Dean Witter Principal
Guaranteed  Fund II L.P.  (the  "Partnership")  is March  31,  1996.  As of this
writing on March 15, 1996, the Estimated Net Asset Value per Unit is $1,055.00.

NO ACTION NEEDS TO BE TAKEN

The  General  Partner  has  determined  that it is in the best  interest  of the
Partnership to terminate the  Partnership as of the Guaranteed  Redemption  Date
(March 31, 1996), and the accounts of the Limited Partners will be credited with
the  then-current  Net Asset Value per Unit  roughly  10-15  business  days into
April.

Thank you for your  assistance  in this  matter.  Should you have any  questions
please call your Dean Witter Account Executive.

Sincerely,

/s/ Mark J. Hawley
President
Demeter Management Corporation

                                      -6-