UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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):  January 31, 2006

                 Dean Witter Diversified Futures Fund II L.P.
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            (Exact Name of Registrant as Specified in Its Charter)

        Delaware                       0-17446                 13-3490286
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(State or                     (Commission File Number)       (IRS Employer
Other Jurisdiction                                         Identification No.)
of Incorporation)


c/o Demeter Management Corporation,
330 Madison Avenue, 8th Floor, New York, NY                      10017
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(Address of Principal Executive Offices)                       (Zip Code)

Registrant's telephone number, including area code:   (212) 905-2700

                                 Not Applicable
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        (Former Name or Former Address, if Changed Since Last Report)

   Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

      |_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

      |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

      |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

      |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))




Item 1.01.  Entry into a Material Definitive Agreement.
            ------------------------------------------

      On January 31, 2006, the Registrant, Demeter Management Corporation, the
general partner of the Registrant, and VK Capital, Inc., an affiliate of Demeter
Management Corporation and the trading advisor for the Registrant, amended the
Management Agreement, dated as of October 28, 1988, to: (i) reduce the monthly
management fee, as of February 1, 2006, payable to VK Capital, Inc. from a
monthly management fee equal to 1/4 of 1% (a 3% annual rate) of the adjusted net
assets of the Registrant to a monthly management fee equal to 1/6 of 1% (a 2%
annual rate) of the adjusted net assets of the Registrant; and (ii) change the
annual incentive fee, as of February 1, 2006, payable to VK Capital, Inc. from
an annual incentive fee equal to 15% of the trading profits of the Registrant to
an annual incentive fee equal to 20% of the trading profits of the Registrant.





                                    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 hereunto duly authorized.

                             DEAN WITTER DIVERSIFIED FUTURES FUND II L.P.

Date:  February 6, 2006      By:   Demeter Management Corporation
                                   as General Partner


                                /s/ Jeffrey A. Rothman
                             -------------------------------------
                             Name: Jeffrey A. Rothman
                             Title: President