10-Q 1 dfff3.txt DIVERSIFIED FUTURES FUND 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2003 or [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to__________________ Commission File Number 0-19116 DEAN WITTER DIVERSIFIED FUTURES FUND III L.P. (Exact name of registrant as specified in its charter) Delaware 13-3577501 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Demeter Management Corporation 825 Third Avenue, 9th Floor New York, NY 10022 (Address of principal executive offices) (Zip Code) Registrant?s telephone number, including area code (212) 310-6444 (Former name, former address, and former fiscal year, if changed since last report) 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___________ DEAN WITTER DIVERSIFIED FUTURES FUND III L.P. INDEX TO QUARTERLY REPORT ON FORM 10-Q June 30, 2003

PART I. FINANCIAL INFORMATION Item 1. Financial Statements Statements of Financial Condition as of ~~September~~June 30, ~~2002~~2003 (Unaudited) and December 31, ~~2001~~2002............................2 Statements of Operations for the Quarters Ended ~~September~~June 30, ~~2002~~2003 and ~~2001~~2002 (Unaudited)...........................3 Statements of Operations for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2002~~2003 and ~~2001~~2002 (Unaudited).....................4 Statements of Changes in Partners'? Capital for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2002~~2003 and ~~2001~~2002 (Unaudited)..............5 Statements of Cash Flows for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2002~~2003 and ~~2001~~2002 (Unaudited) ..........................6 Notes to Financial Statements (Unaudited).................7-11 Item 2. Management'?s Discussion and Analysis of Financial Condition and Results of Operations.........12-21 Item 3. Quantitative and Qualitative Disclosures about Market Risk...........................................22-3534 Item 4. Controls and Procedures..................................35~~-36~~ Part II. OTHER INFORMATION Item 1. Legal Proceedings......................................37..36 Item 5. Other Information...................................~~37-39~~.....36 Item 6. Exhibits and Reports on Form 8-K....................39..36-4038

PART I. FINANCIAL INFORMATION Item 1. Financial Statements DEAN WITTER DIVERSIFIED FUTURES FUND III L.P. STATEMENTS OF FINANCIAL CONDITION

~~September~~June 30, December 31, 2003 2002 ~~2001~~ $ $ (Unaudited) ASSETS Equity in futures interests trading accounts: Cash 5351,~~497~~272,~~483~~415 4346,~~450~~500,~~856~~445 Net unrealized gain on open contracts (MS & Co.) 31,~~465~~286,~~444~~817 17,~~699~~068,~~966~~528 Net unrealized loss on open contracts (MSIL) (1983,~~280,380~~541) (1,~~104~~209,~~116~~528) Total net unrealized gain on open contracts 2303,~~185,064~~276 ~~595~~5,~~850~~859,000 Total Trading Equity 5551,~~682~~575,~~547~~691 4452,~~046~~359,~~706~~445 Interest receivable (Morgan Stanley DW) 6036,~~550~~160 5240,~~899~~553 Due ~~From~~from Morgan Stanley DW 712,~~893~~490 -? Total Assets 5551,~~750~~624,~~990~~341 4452,~~099~~399,~~605~~998 LIABILITIES AND PARTNERS'? CAPITAL Liabilities ~~Accrued incentive fees (MSFCM) 833,826 -~~ Redemptions payable ~~178~~192,~~891~~828 ~~422~~359,~~181~~654 Accrued management fees (MSFCM) ~~137~~129,~~480~~859 ~~110~~131,~~607~~613 Administrative expenses payable 84108,~~146~~166 113,~~277~~252 Total Liabilities 1430,~~234,343~~853 ~~646~~604,~~065~~519 Partners'? Capital Limited Partners (2019,~~303~~282.~~956~~744 and 2120,~~679~~057.~~185~~688 Units, respectively) 5350,~~419~~646,~~290~~731 4250,~~633~~740,~~308~~355 General Partner (208.167 and 417.091 Units, respectively) 546,757 1,~~097~~055,~~357~~124 ~~820,232~~ Total Partners'? Capital 5451,~~516~~193,~~647~~488 4351,~~453~~795,~~540~~479 Total Liabilities and Partners'? Capital 5551,~~750~~624,~~990~~341 4452,~~099~~399,~~605~~998 NET ASSET VALUE PER UNIT 2,~~630~~626.9853 12,~~966~~529.5572 The accompanying notes are an integral part of these financial statements.

DEAN WITTER DIVERSIFIED FUTURES FUND III L.P. STATEMENTS OF OPERATIONS (Unaudited)

For the Quarters Ended ~~September~~June 30, 2003 2002 ~~2001~~ $ $ REVENUES Trading profit (loss): Realized 13(1,~~032~~980,~~081~~857) 2(558,~~251,727~~359) Net change in unrealized (6990,~~282,474~~800) ~~(725~~9,~~844) 6~~718,~~749,607~~129 ~~1,525,883 Proceeds from litigation settlement 1,107,007 -~~ Total Trading Results 7(2,~~856~~971,~~614~~657) 19,~~525~~159,~~883~~770 Interest income (Morgan Stanley DW) ~~174~~126,~~886~~503 ~~297~~152,~~324~~218 Total 8(2,~~031~~845,~~500~~154) 19,~~823~~311,~~207~~988 EXPENSES ~~Incentive fees (MSFCM) 841,594 -~~ Brokerage commissions (Morgan Stanley DW) ~~665~~777,~~945~~617 ~~655~~615,~~997~~581 Management fees (MSFCM) ~~402~~431,~~288~~405 ~~352~~347,~~607~~706 Transaction fees and costs 38,645 30,988 Administrative expenses 4238,000 2725,000 ~~Transaction~~Incentive fees ~~and~~(MSFCM) ~~costs 28~~7,~~747~~751 29389,~~942~~612 Total 1,~~980~~293,~~574~~418 1,~~065~~408,~~546~~887 NET INCOME 6(LOSS) (4,~~050~~138,~~926~~572) ~~757~~7,~~661~~903,101 NET INCOME (LOSS) ALLOCATION Limited Partners 5(4,~~930~~095,~~556~~640) ~~744~~7,~~092~~748,861 General Partner ~~120~~(42,~~370~~932) 13154,~~569~~240 NET INCOME (LOSS) PER UNIT Limited Partners ~~288~~(213.6083) 32369.5380 General Partner ~~288~~(213.6083) 32369.5380 The accompanying notes are an integral part of these financial statements.

DEAN WITTER DIVERSIFIED FUTURES FUND III L.P. STATEMENTS OF OPERATIONS (Unaudited)

For the ~~Nine~~Six Months Ended ~~September~~June 30, 2003 2002 ~~2001~~ $ $ REVENUES Trading profit (loss): Realized 1510,~~203~~860,~~329~~156 62,~~317~~171,~~082~~248 Net change in unrealized ~~1,589,214~~ (25,~~401~~555,~~393~~724) 167,~~792~~871,~~543~~688 ~~3,915,689 Proceeds from litigation settlement 1,107,007 --~~ Total Trading Results 175,~~899~~304,~~550~~432 310,~~915~~042,~~689~~936 Interest income (Morgan Stanley DW) ~~478~~261,~~090~~352 1303,~~097,715~~204 Total 185,~~377~~565,~~640~~784 510,~~013~~346,~~404~~140 EXPENSES Brokerage commissions (Morgan Stanley DW) 1,~~798~~538,~~244~~215 1,~~914~~132,~~086~~299 ~~Incentive~~Management fees (MSFCM) 1894,~~231~~345 676,~~206~~773 -Incentive ~~Management~~ fees (MSFCM) 1723,~~079,061~~309 1389,~~069,105~~612 Administrative expenses 9478,000 7652,000 Transaction fees and costs 8468,~~796~~198 9456,~~500~~049 Total 43,~~287~~302,~~307~~067 32,~~153~~306,~~691~~733 NET INCOME 142,~~090~~263,~~333~~717 18,~~859~~039,~~713~~407 NET INCOME ALLOCATION Limited Partners 132,~~813~~177,~~208~~084 17,~~826~~882,~~774~~652 General Partner ~~277~~86,~~125~~633 32156,~~939~~755 NET INCOME PER UNIT Limited Partners ~~664~~96.4381 78375.9783 General Partner ~~664~~96.4381 78375.9783 The accompanying notes are an integral part of these financial statements.

DEAN WITTER DIVERSIFIED FUTURES FUND III L.P. STATEMENTS OF CHANGES IN PARTNERS? CAPITAL For the Six Months Ended June 30, 2003 and 2002 (Unaudited)

Units of Partnership Limited General Interest Partners Partner Total $ $ $ Partners'? Capital, December 31, ~~2000~~2001 2422,~~841~~096.~~076~~276 4742,~~524~~633,~~395~~308 ~~811~~820,~~579~~232 4843,~~335~~453,~~974~~540 Net Income -? 17,~~826~~882,~~774~~652 32156,~~939~~755 18,~~859~~039,~~713~~407 Redemptions (~~2,084~~936.~~466~~586) (41,~~118~~928,~~531~~869) -? (41,~~118~~928,~~531~~869) Partners'? Capital, ~~September~~June 30, ~~2001~~2002 2221,~~756~~159.~~610~~690 4548,~~232~~587,~~638~~091 ~~844~~976,~~518~~987 4649,~~077~~564,~~156~~078 Partners'? Capital, December 31, ~~2001~~2002 2220,~~096~~474.~~276~~779 4250,~~633~~740,~~308~~355 ~~820~~1,~~232~~055,124 4351,~~453~~795,~~540~~479 Net Income -? 132,~~813~~177,~~208~~084 ~~277~~86,~~125~~633 142,~~090~~263,~~333~~717 Redemptions (~~1,375~~983.~~229~~868) (32,~~027~~270,~~226~~708) -(595,000) (32,~~027~~865,~~226~~708) Partners'? Capital, ~~September~~June 30, ~~2002~~2003 2019,~~721~~490.~~047~~911 5350,~~419~~646,~~290~~731 1546,~~097,357~~757 5451,~~516~~193,~~647~~488 The accompanying notes are an integral part of these financial statements.

DEAN WITTER DIVERSIFIED FUTURES FUND III L.P. STATEMENTS OF CASH FLOWS (Unaudited)

For the ~~Nine~~Six Months Ended ~~September~~June 30, 2003 2002 ~~2001~~ $ $ CASH FLOWS FROM OPERATING ACTIVITIES Net income 142,~~090~~263,~~333~~717 18,~~859~~039,~~713~~407 Noncash item included in net income: Net change in unrealized (15,~~589~~555,~~214)~~724 2(7,~~401~~871,~~393~~688) (Increase) decrease in operating assets: Interest receivable (Morgan Stanley DW) (74,~~651)~~393 961,~~489~~539 Due from Morgan Stanley DW (712,~~893~~490) -? Increase (decrease) in operating liabilities: Accrued ~~incentive~~management fees (MSFCM) ~~833~~(1,~~826~~754) -16,523 ~~Accrued~~Administrative ~~management~~expenses ~~fees~~payable (~~MSFCM~~5,086) ~~26,873~~ (634,~~352~~340) ~~Administrative~~Accrued ~~expenses~~incentive ~~payable~~fees (~~29,131~~MSFCM) 29? 389,~~193~~612 Net cash provided by operating activities 137,~~317~~804,~~143~~504 4541,~~380,436~~053 CASH FLOWS FROM FINANCING ACTIVITIES Decrease in redemptions payable (~~243~~166,~~290~~826) (~~257~~20,~~074~~284) Redemptions of Units (32,~~027~~865,~~226~~708) (41,~~118~~928,~~531~~869) Net cash used for financing activities (3,~~270~~032,~~516~~534) (41,~~375~~949,~~605~~153) Net increase (decrease) in cash 104,~~046~~771,~~627~~970 4(1,~~831~~408,100) Balance at beginning of period 46,500,445 43,450,856 ~~42,644,762~~ Balance at end of period 5351,~~497~~272,~~483~~415 42,~~649~~042,~~593~~756 The accompanying notes are an integral part of these financial statements.

DEAN WITTER DIVERSIFIED FUTURES FUND III L.P. NOTES TO FINANCIAL STATEMENTS June 30, 2003 (Unaudited) The unaudited financial statements contained herein include, in the opinion of management, all adjustments necessary for a fair presentation of the results of operations and financial condition of Dean Witter Diversified Futures Fund III L.P. (the ?Partnership?). The financial statements and condensed notes herein should be read in conjunction with the Partnership?s December 31, 2002 Annual Report on Form 10-K. 1. Organization Dean Witter Diversified Futures Fund III L.P. is a Delaware limited partnership organized to engage primarily in the speculative trading of futures and forward contracts on physical commodities, and other commodity interests, including, but not limited to, foreign currencies, financial instruments, metals, energy, and agricultural products (collectively, ?futures interests?). The Partnership?s general partner is Demeter Management Corporation (?Demeter?). The non-clearing commodity broker is Morgan Stanley DW Inc. (?Morgan Stanley DW?). The clearing commodity brokers are Morgan Stanley & Co. Incorporated (?MS & Co.?) and Morgan Stanley & Co. International Limited (?MSIL?). DEAN WITTER DIVERSIFIED FUTURES FUND III L.P. NOTES TO FINANCIAL STATEMENTS (CONTINUED) The trading manager is Morgan Stanley Futures & Currency Management Inc. (?MSFCM? or the ?Trading Manager?). Demeter, Morgan Stanley DW, MS & Co., MSIL and MSFCM are wholly-owned subsidiaries of Morgan Stanley. 2. Related Party Transactions The Partnership?s cash is on deposit with Morgan Stanley DW, MS & Co. and MSIL in futures and forwards trading accounts to meet margin requirements as needed. Morgan Stanley DW pays interest on these funds based on current 13-week U.S. Treasury bills. The Partnership pays brokerage commissions to Morgan Stanley DW. Management fees and incentive fees, if any, incurred by the Partnership are paid to MSFCM. 3. Financial Instruments The Partnership trades futures and forward contracts on physical commodities and other commodity interests, including, but not limited to, foreign currencies, financial instruments, metals, energy, and agricultural products. Futures and forwards represent contracts for delayed delivery of an instrument at a specified date and price. Risk arises from changes in the value of these contracts and the potential inability of counterparties to perform under the terms of the contracts. There are numerous factors DEAN WITTER DIVERSIFIED FUTURES FUND III L.P. NOTES TO FINANCIAL STATEMENTS (CONTINUED) which may significantly influence the market value of these contracts, including interest rate volatility. The market value of contracts is based on closing prices quoted by the exchange, bank or clearing firm through which the contracts are traded. The Partnership?s contracts are accounted for on a trade-date basis and marked to market on a daily basis. The Partnership accounts for its derivative investments in accordance with the provisions of Statement of Financial Accounting Standards No. 133, ?Accounting for Derivative Instruments and Hedging Activities? (?SFAS No. 133?). SFAS No. 133 defines a derivative as a financial instrument or other contract that has all three of the following characteristics: 1) One or more underlying notional amounts or payment provisions; 2) Requires no initial net investment or a smaller initial net investment than would be required relative to changes in market factors; 3) Terms require or permit net settlement. DEAN WITTER DIVERSIFIED FUTURES FUND III L.P. NOTES TO FINANCIAL STATEMENTS (CONTINUED) Generally, derivatives include futures, forward, swaps or options contracts and other financial instruments with similar characteristics such as caps, floors and collars. The net unrealized gains (losses) on open contracts, reported as a component of ?Equity in futures interests trading accounts? on the statements of financial condition, and their longest contract maturities were as follows: Net Unrealized Gains (Losses) on Open Contracts Longest Maturities Exchange- Off-Exchange- Exchange- Off-Exchange- Date Traded Traded Total Traded Traded $ $ $ Jun. 30, 2003 (1,304,360) 1,607,636 303,276 Mar. 2005 Sep. 2003 Dec. 31, 2002 1,281,277 4,577,723 5,859,000 Sep. 2004 Apr. 2003 The Partnership has credit risk associated with counterparty non- performance. The credit risk associated with the instruments in which the Partnership is involved is limited to the amounts reflected in the Partnership?s statements of financial condition. The Partnership also has credit risk because Morgan Stanley DW, MS & Co. and MSIL act as the futures commission merchants or the counterparties with respect to most of the Partnership?s assets. Exchange-traded futures contracts are marked to market on a daily DEAN WITTER DIVERSIFIED FUTURES FUND III L.P. NOTES TO FINANCIAL STATEMENTS (CONCLUDED) basis, with variations in value settled on a daily basis. Morgan Stanley DW, MS & Co. and MSIL, each as a futures commission merchant for the Partnership?s exchange-traded futures contracts, are required, pursuant to regulations of the Commodity Futures Trading Commission (?CFTC?), to segregate from their own assets, and for the sole benefit of their commodity customers, all funds held by them with respect to exchange-traded futures contracts, including an amount equal to the net unrealized gains (losses) on all open futures contracts, which funds, in the aggregate, totaled $49,968,055 and $47,781,722 at June 30, 2003 and December 31, 2002, respectively. With respect to the Partnership?s off- exchange-traded forward currency contracts, there are no daily settlements of variations in value nor is there any requirement that an amount equal to the net unrealized gains (losses) on open forward contracts be segregated. With respect to those off- exchange-traded forward currency contracts, the Partnership is at risk to the ability of MS & Co., the sole counterparty on all of such contracts, to perform. The Partnership has a netting agreement with MS & Co. This agreement, which seeks to reduce both the Partnership?s and MS & Co.?s exposure on off-exchange- traded forward currency contracts, should materially decrease the Partnership?s credit risk in the event of MS & Co.?s bankruptcy or insolvency. Item 2. MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity. The Partnership deposits its assets with Morgan Stanley DW as non-clearing broker and MS & Co. and MSIL as clearing brokers in separate futures and forwards trading accounts established for the Trading Manager, which assets are used as margin to engage in trading. The assets are held in either non- interest bearing bank accounts or in securities and instruments permitted by the CFTC for investment of customer segregated or secured funds. The Partnership?s assets held by the commodity brokers may be used as margin solely for the Partnership?s trading. Since the Partnership?s sole purpose is to trade in futures and forwards, it is expected that the Partnership will continue to own such liquid assets for margin purposes. The Partnership?s investment in futures and forwards may, from time to time, be illiquid. Most U.S. futures exchanges limit fluctuations in prices during a single day by regulations referred to as ?daily price fluctuations limits? or ?daily limits?. Trades may not be executed at prices beyond the daily limit. If the price for a particular futures contract has increased or decreased by an amount equal to the daily limit, positions in that futures contract can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. Futures prices have occasionally moved the daily limit for several consecutive days with little or no trading. These market conditions could prevent the Partnership from promptly liquidating its futures contracts and result in restrictions on redemptions. There is no limitation on daily price moves in trading forward contracts on foreign currencies. The markets for some world currencies have low trading volume and are illiquid, which may prevent the Partnership from trading in potentially profitable markets or prevent the Partnership from promptly liquidating unfavorable positions in such markets, subjecting it to substantial losses. Either of these market conditions could result in restrictions on redemptions. The Partnership has never had illiquidity affect a material portion of its assets. Furthermore, there are no material trends, demands, commitments, events or uncertainties known at the present time that will result in, or that are reasonably likely to result in, the Partnership?s liquidity increasing or decreasing in any material way. Capital Resources. The Partnership does not have, nor expect to have, any capital assets. Redemptions of additional units of limited partnership interest (?Unit(s)?) in the future will affect the amount of funds available for investment in futures and forwards in subsequent periods. It is not possible to estimate the amount, and therefore the impact, of future redemptions of Units. There are no known material trends, favorable or unfavorable, that would affect, nor any expected material changes to, the Partnership?s capital resource arrangements at the present time. The Partnership has no off-balance sheet arrangements, nor contractual obligations or commercial commitments to make future payments that would affect the Partnership?s liquidity or capital resources. The contracts traded by the Partnership are accounted for on a trade-date basis and marked to market on a daily basis. The value of futures contracts is the settlement price on the exchange on which that futures contract is traded on a particular day and the value of foreign currency forward contracts is based on the spot rate as of the close of business, New York City time, on a given day. Results of Operations General. The Partnership?s results depend on the Trading Manager and the ability of the Trading Manager?s trading programs to take advantage of price movements or other profit opportunities in the futures and forwards markets. The following presents a summary of the Partnership?s operations for the three and six month periods ended June 30, 2003 and 2002, and a general discussion of its trading activities during each period. It is important to note, however, that the Trading Manager trades in various markets at different times and that prior activity in a particular market does not mean that such market will be actively traded by the Trading Manager or will be profitable in the future. Consequently, the results of operations of the Partnership are difficult to discuss other than in the context of the Trading Manager?s trading activities on behalf of the Partnership and how the Partnership has performed in the past. The Partnership?s results of operations set forth in the financial statements on pages 2 through 11 of this report were prepared in accordance with accounting principles generally accepted in the United States of America, which require the use of certain accounting policies that affect the amounts reported in these financial statements, including the following: The contracts the Partnership trades are accounted for on a trade- date basis and marked to market on a daily basis. The difference between their cost and market value is recorded on the Statements of Operations as ?Net change in unrealized profit/loss? for open (unrealized) contracts, and recorded as ?Realized profit/loss? when open positions are closed out, and the sum of these amounts constitutes the Partnership?s trading revenues. Interest income revenue, as well as management fees, incentive fees and brokerage commissions expenses of the Partnership are recorded on an accrual basis. Demeter believes that, based on the nature of the operations of the Partnership, no assumptions relating to the application of critical accounting policies other than those presently used could reasonably affect reported amounts. For the Quarter and Six Months Ended June 30, 2003 For the quarter ended June 30, 2003, the Partnership recorded total trading losses, net of interest income, of $2,845,154 and posted a decrease in net asset value per Unit. The most significant losses of approximately 5.0% were recorded in the metals markets during April and May from short positions in aluminum, nickel and copper futures as prices reversed higher amid renewed optimism concerning future growth in industrial demand and a rebound in U.S. equity prices. During June, losses in this sector resulted from long positions in aluminum futures as prices declined in anticipation of an interest rate cut by the U.S. Federal Reserve. Additional losses of approximately 1.8% were recorded in the energy markets from long positions in natural gas futures as prices reversed sharply lower following news of larger than expected U.S. reserves. Smaller losses of approximately 1.1% were recorded in the agricultural markets during May from short positions in corn futures as prices moved higher amid concerns of weather related crop damage in the U.S. midwest. A portion of the Partnership?s overall losses was offset by gains of approximately 0.9% in the currency markets primarily during April and May from long positions in the Australian dollar versus the U.S. dollar as the value of the Australian currency strengthened amid significant interest rate differentials, uncertainty regarding the Bush Administration?s economic policy, renewed fears of potential terrorist attacks against American interests, and investor preference for non-U.S. dollar denominated assets. Elsewhere in the currency markets, gains were recorded from long positions in the euro versus the Japanese yen and the British pound as the value of the euro continued to trend higher following the decision by the European Central Bank to leave interest rates unchanged. Additional gains of approximately 0.9% in the global stock index markets were recorded during May and June from long positions in S&P 500 Index futures as equity prices rallied in response to renewed expectations for a U.S. interest rate cut and the release of positive economic data. Total expenses for the three months ended June 30, 2003 were $1,293,418, resulting in a net loss of $4,138,572. The net asset value of a Unit decreased from $2,840.36 at March 31, 2003 to $2,626.53 at June 30, 2003. For the six months ended June 30, 2003, the Partnership recorded total trading revenues, including interest income, of $5,565,784 and posted an increase in net asset value per Unit. Gains of approximately 7.0% were recorded in the energy markets, primarily during January and February from long positions in natural gas futures as prices trended higher in response to prolonged frigid temperatures in the northeastern and midwestern United States. Additional gains were recorded from long positions in crude oil futures as prices increased amid the looming threat of military action against Iraq and an overall decline in inventories. In the currency markets, gains of approximately 5.3% were produced from positions in the British pound versus the euro as the value of the pound decreased due to weak economic data out of the U.K and an interest rate cut by the Bank of England. Additional gains were recorded from long positions in the Australian dollar versus the U.S. dollar as the value of the Australian currency increased on the heels of higher commodity prices. During May, gains resulted from long positions in the euro versus the Japanese yen as the value of the euro continued to trend higher following the European Central Bank?s decision to leave interest rates unchanged. Gains of approximately 2.7% were established in the global interest rate markets from long positions in European and U.S. interest rate futures as prices continued to trend higher amid continued uncertainty in the global equity markets, investor demand for fixed income investments and speculation of an interest rate cut by the U.S. Federal Reserve. In the global stock index markets, gains of approximately 1.0% resulted from long positions in S&P 500 Index futures as equity prices rallied during May and June in response to the prospect of lower interest rates, the release of positive economic data, and renewed expectations for a U.S. interest rate cut. A portion of the Partnership?s overall gains was offset by losses of approximately 4.9% recorded in the metals markets, primarily during May and June, from short positions in aluminum, copper, and nickel futures resulted in losses as prices reversed higher, buoyed by a rebound in U.S. equity prices and hopes for increased industrial demand. In the agricultural markets, losses of approximately 2.0% were experienced during May from short positions in corn futures as prices moved higher early in the month amid concerns of weather related crop damage in the U.S. midwest. Total expenses for the six months ended June 30, 2003 were $3,302,067, resulting in net income of $2,263,717. The net asset value of a Unit increased from $2,529.72 at December 31, 2002 to $2,626.53 at June 30, 2003. For the Quarter and Six Months Ended June 30, 2002 For the quarter ended June 30, 2002, the Partnership recorded total trading revenues, including interest income, of $9,311,988 and posted an increase in net asset value per Unit. The most significant gains of approximately 26.8% were recorded in the currency markets primarily during May and June from previously established long positions in the Japanese yen, Swiss franc, euro and Swedish krona relative to the U.S. dollar as the value of these currencies strengthened against the U.S. dollar amid falling equity prices, concerns regarding corporate accounting integrity and weak U.S. economic data. Significant currency gains were also recorded from long positions in the euro relative to the British pound. Additional gains of approximately 5.1% were recorded in the global interest rate futures markets primarily during June from long positions in Japanese and German interest rate futures as prices trended higher following weakness in U.S. equity markets, geopolitical concerns and uncertainty surrounding a global economic recovery. A portion of the Partnership?s gains was offset by losses of approximately 7.2% recorded in the energy markets primarily during May from previously established long futures positions in crude oil and its related products as prices moved lower on supply and demand concerns. Additional losses of approximately 2.5% were recorded in the metals markets primarily during April from short positions in aluminum futures as prices climbed higher on sentiment that an improving U.S. economy would boost demand. Total expenses for the three months ended June 30, 2002 were $1,408,887, resulting in net income of $7,903,101. The net asset value of a Unit increased from $1,972.58 at March 31, 2002 to $2,342.38 at June 30, 2002. For the six months ended June 30, 2002, the Partnership recorded total trading revenues, including interest income, of $10,346,140 and posted an increase in net asset value per Unit. The most significant gains of approximately 16.8% were recorded in the currency markets primarily during May and June from previously established long positions in the Japanese yen, Swiss franc, euro and Swedish krona relative to the U.S. dollar as the value of these currencies strengthened against the U.S. dollar amid falling equity prices, concerns regarding corporate accounting integrity and weak U.S. economic data. Significant currency gains were also recorded from long positions in the euro relative to the British pound. Additional gains of approximately 4.6% were recorded in the global interest rate futures markets primarily during June from long positions in Japanese and German interest rate futures as prices trended higher following weakness in U.S. equity markets, geopolitical concerns and uncertainty surrounding a global economic recovery. Gains of approximately 1.4% were recorded in the energy markets primarily during March from previously established long positions in crude oil futures as prices trended higher amid escalating Middle East tensions and supply and demand factors. A portion of the Partnership?s gains was offset by losses of approximately 3.0% recorded in the metals markets primarily during April from short positions in aluminum futures as prices climbed higher on sentiment that an improving U.S. economy would boost demand. Total expenses for the six months ended June 30, 2002 were $2,306,733, resulting in net income of $8,039,407. The net asset value of a Unit increased from $1,966.55 at December 31, 2001 to $2,342.38 at June 30, 2002. Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Introduction The Partnership is a commodity pool engaged primarily in the speculative trading of futures and forwards. The market- sensitive instruments held by the Partnership are acquired for speculative trading purposes only and, as a result, all or substantially all of the Partnership?s assets are at risk of trading loss. Unlike an operating company, the risk of market- sensitive instruments is central, not incidental, to the Partnership?s main business activities. The futures and forwards traded by the Partnership involve varying degrees of related market risk. Market risk is often dependent upon changes in the level or volatility of interest rates, exchange rates, and prices of financial instruments and commodities. Fluctuations in market risk based upon these factors result in frequent changes in the fair value of the Partnership?s open positions, and consequently, in its earnings and cash flow. The Partnership?s total market risk is influenced by a wide variety of factors, including the diversification among the Partnership?s open positions, the volatility present within the markets, and the liquidity of the markets. At different times, each of these factors may act to increase or decrease the market risk associated with the Partnership. The Partnership?s past performance is not necessarily indicative of its future results. Any attempt to numerically quantify the Partnership?s market risk is limited by the uncertainty of its speculative trading. The Partnership?s speculative trading may cause future losses and volatility (i.e., ?risk of ruin?) that far exceed the Partnership?s experience to date or any reasonable expectations based upon historical changes in market value. Quantifying the Partnership?s Trading Value at Risk The following quantitative disclosures regarding the Partnership?s market risk exposures contain ?forward-looking statements? within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). All quantitative disclosures in this section are deemed to be forward- looking statements for purposes of the safe harbor, except for statements of historical fact. The Partnership accounts for open positions on the basis of mark- to-market accounting principles. Any loss in the market value of the Partnership?s open positions is directly reflected in the Partnership?s earnings, whether realized or unrealized, and its cash flow. Profits and losses on open positions of exchange-traded futures and forwards are settled daily through variation margin. The Partnership?s risk exposure in the market sectors traded by the Trading Manager is estimated below in terms of Value at Risk (?VaR?). The VaR model used by the Partnership includes many variables that could change the market value of the Partnership?s trading portfolio. The Partnership estimates VaR using a model based upon historical simulation with a confidence level of 99%. Historical simulation involves constructing a distribution of hypothetical daily changes in the value of a trading portfolio. The VaR model takes into account linear exposures to price and interest rate risk. Market risks that are incorporated in the VaR model include equity and commodity prices, interest rates, foreign exchange rates, and correlation among these variables. The hypothetical changes in portfolio value are based on daily percentage changes observed in key market indices or other market factors (?market risk factors?) to which the portfolio is sensitive. The historical observation period of the Partnership?s VaR is approximately four years. The one-day 99% confidence level of the Partnership?s VaR corresponds to the negative change in portfolio value that, based on observed market risk factors, would have been exceeded once in 100 trading days. In other words, one-day VaR for a portfolio is a number such that losses in this portfolio are estimated to exceed the VaR only one day in 100. VaR typically does not represent the worst case outcome. VaR is calculated using historical simulation. Demeter uses approximately four years of daily market data (1,000 observations) and revalues its portfolio (using delta-gamma approximations) for each of the historical market moves that occurred over this time period. This generates a probability distribution of daily ?simulated profit and loss? outcomes. The VaR is the appropriate percentile of this distribution. For example, the 99% one-day VaR would represent the 10th worst outcome from Demeter?s simulated profit and loss series. The Partnership?s VaR computations are based on the risk representation of the underlying benchmark for each instrument or contract and do not distinguish between exchange and non- exchange-traded instruments and are also not based on exchange and/or dealer-based margin requirements. VaR models, including the Partnership?s, are continuously evolving as trading portfolios become more diverse and modeling techniques and systems capabilities improve. Please note that the VaR model is used to numerically quantify market risk for historic reporting purposes only and is not utilized by either Demeter or the Trading Manager in their daily risk management activities. Please further note that VaR as described above may not be comparable to similarly titled measures used by other entities. The Partnership?s Value at Risk in Different Market Sectors The following table indicates the VaR associated with the Partnership?s open positions as a percentage of total net assets by primary market risk category at June 30, 2003 and 2002. At June 30, 2003 and 2002, the Partnership?s total capitalization was approximately $51 million and $50 million, respectively. Primary Market June 30, 2003 June 30, 2002 Risk Category Value at Risk Value at Risk Interest Rate (2.05)% (3.00)% Currency (0.80) (2.73) Equity (0.37) (0.16) Commodity (1.91) (0.97) Aggregate Value at Risk (2.92)% (4.16)% The VaR for a market category represents the one-day downside risk for the aggregate exposures associated with this market category. The Aggregate Value at Risk above represents the VaR of the Partnership?s open positions across all the market categories, and is less than the sum of the VaRs for all such market categories due to the diversification benefit across asset classes. The table above represents the VaR of the Partnership?s open positions at June 30, 2003 and 2002 only and is not necessarily representative of either the historic or future risk of an investment in the Partnership. Because the Partnership?s only business is the speculative trading of futures and forwards, the composition of its trading portfolio can change significantly over any given time period, or even within a single trading day. Any changes in open positions could positively or negatively materially impact market risk as measured by VaR. The table below supplements the quarter-end VaR by presenting the Partnership?s high, low and average VaR, as a percentage of total net assets for the four quarterly reporting periods from July 1, 2002 through June 30, 2003. Primary Market Risk Category High Low Average Interest Rate (2.48)% (1.16)% (1.75)% Currency (3.35) (0.80) (1.99) Equity (0.37) ? (0.10) Commodity (2.47) (1.75) (2.09) Aggregate Value at Risk (4.72)% (2.84)% (3.48)% Limitations on Value at Risk as an Assessment of Market Risk The face value of the market sector instruments held by the Partnership is typically many times the applicable margin requirements. Margin requirements generally range between 2% and 15% of contract face value. Additionally, the use of leverage causes the face value of the market sector instruments held by the Partnership to typically be many times the total capitalization of the Partnership. The value of the Partnership?s open positions thus creates a ?risk of ruin? not typically found in other investments. The relative size of the positions held may cause the Partnership to incur losses greatly in excess of VaR within a short period of time, given the effects of the leverage employed and market volatility. The VaR tables above, as well as the past performance of the Partnership, give no indication of such ?risk of ruin?. In addition, VaR risk measures should be viewed in light of the methodology?s limitations, which include the following: * past changes in market risk factors will not always result in accurate predictions of the distributions and correlations of future market movements; * changes in portfolio value caused by market movements may differ from those of the VaR model; * VaR results reflect past trading positions while future risk depends on future positions; * VaR using a one-day time horizon does not fully capture the market risk of positions that cannot be liquidated or hedged within one day; and * the historical market risk factor data used for VaR estimation may provide only limited insight into losses that could be incurred under certain unusual market movements. The VaR tables above present the results of the Partnership?s VaR for each of the Partnership?s market risk exposures and on an aggregate basis at June 30, 2003 and 2002, and for the end of the four quarterly reporting periods from July 1, 2002 through June 30, 2003. Since VaR is based on historical data, VaR should not be viewed as predictive of the Partnership?s future financial performance or its ability to manage or monitor risk. There can be no assurance that the Partnership?s actual losses on a particular day will not exceed the VaR amounts indicated above or that such losses will not occur more than once in 100 trading days. Non-Trading Risk The Partnership has non-trading market risk on its foreign cash balances not needed for margin. These balances and any market risk they may represent are immaterial. At June 30, 2003, the Partnership?s cash balance at Morgan Stanley DW was approximately 102% of its total net asset value. A decline in short-term interest rates will result in a decline in the Partnership?s cash management income. This cash flow risk is not considered to be material. Materiality, as used throughout this section, is based on an assessment of reasonably possible market movements and any associated potential losses, taking into account the leverage, optionality and multiplier features of the Partnership?s market-sensitive instruments, in relation to the Partnership?s net assets. Qualitative Disclosures Regarding Primary Trading Risk Exposures The following qualitative disclosures regarding the Partnership?s market risk exposures - except for (A) those disclosures that are statements of historical fact and (B) the descriptions of how the Partnership manages its primary market risk exposures - constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. The Partnership?s primary market risk exposures as well as the strategies used and to be used by Demeter and the Trading Manager for managing such exposures are subject to numerous uncertainties, contingencies and risks, any one of which could cause the actual results of the Partnership?s risk controls to differ materially from the objectives of such strategies. Government interventions, defaults and expropriations, illiquid markets, the emergence of dominant fundamental factors, political upheavals, changes in historical price relationships, an influx of new market participants, increased regulation and many other factors could result in material losses as well as in material changes to the risk exposures and the risk management strategies of the Partnership. Investors must be prepared to lose all or substantially all of their investment in the Partnership. The following were the primary trading risk exposures of the Partnership at June 30, 2003, by market sector. It may be anticipated, however, that these market exposures will vary materially over time. Interest Rate. The primary market exposure at June 30, 2003 was to the global interest rate complex. Exposure was primarily spread across the Japanese, European and U.S. interest rate sectors. Interest rate movements directly affect the price of the sovereign bond futures positions held by the Partnership and indirectly affect the value of its stock index and currency positions. Interest rate movements in one country, as well as relative interest rate movements between countries, materially impact the Partnership?s profitability. The Partnership?s primary interest rate exposure is generally to interest rate fluctuations in the U.S. and the other G-7 countries. The G-7 countries consist of France, the U.S., Britain, Germany, Japan, Italy and Canada. However, the Partnership also takes futures positions in the government debt of smaller nations - e.g., Australia. Demeter anticipates that G-7 countries and Australian interest rates will remain the primary interest rate exposure of the Partnership for the foreseeable future. The speculative futures positions held by the Partnership may range from short to long-term instruments. Consequently, changes in short, medium or long-term interest rates may have an effect on the Partnership. Currency. The second largest market exposure of the Partnership at June 30, 2003 was to the currency sector. The Partnership?s currency exposure is to exchange rate fluctuations, primarily fluctuations which disrupt the historical pricing relationships between different currencies and currency pairs. Interest rate changes as well as political and general economic conditions influence these fluctuations. The Partnership trades a large number of currencies, including cross-rates - i.e., positions between two currencies other than the U.S. dollar. At June 30, 2003, the Partnership?s major exposures were to the euro, Japanese yen and British pound currency crosses as well as outright U.S. dollar positions. Outright positions consist of the U.S. dollar vs. other currencies. These other currencies include major and minor currencies. Demeter does not anticipate that the risk profile of the Partnership?s currency sector will change significantly in the future. The currency trading VaR figure includes foreign margin amounts converted into U.S. dollars with an incremental adjustment to reflect the exchange rate risk inherent to the U.S.-based Partnership in expressing VaR in a functional currency other than U.S. dollars. Equity. The Partnership?s equity exposure at June 30, 2003 was primarily to equity price risk in the G-7 countries. The stock index futures traded by the Partnership are by law limited to futures on broadly-based indices. At June 30, 2003, the Partnership?s exposure was primarily to the S&P 500 (U.S.) stock index. The Partnership is exposed to the risk of adverse price trends or static markets in the U.S. and Japanese stock indices. Static markets would not cause major market changes but would make it difficult for the Partnership to avoid being ?whipsawed? into numerous small losses. Commodity. Energy. At June 30, 2003, the Partnership?s energy exposure was primarily to futures contracts in crude oil. Price movements in this market result from political developments in the Middle East, weather patterns and other economic fundamentals. Significant profits and losses, which have been experienced in the past, are expected to continue to be experienced in the future. Soft Commodities and Agriculturals. At June 30, 2003, the Partnership had exposure to the markets that comprise these sectors. Most of the exposure was to the coffee and corn markets. Supply and demand inequalities, severe weather disruptions and market expectations affect price movements in these markets. Metals. The Partnership's metals exposure at June 30, 2003 was to fluctuations in the price of base metals, such as zinc. Economic forces, supply and demand inequalities, geopolitical factors and market expectations influence price movements in these markets. The Trading Manager, from time to time, takes positions as market opportunities develop and Demeter anticipates that the Partnership will continue to do so. Qualitative Disclosures Regarding Non-Trading Risk Exposure The following was the only non-trading risk exposure of the Partnership at June 30, 2003: Foreign Currency Balances. The Partnership?s primary foreign currency balance at June 30, 2003 was in Japanese yen. The Partnership controls the non-trading risk of foreign currency balances by regularly converting them back into U.S. dollars upon liquidation of their respective positions. Qualitative Disclosures Regarding Means of Managing Risk Exposure The Partnership and the Trading Manager, separately, attempt to manage the risk of the Partnership?s open positions in essentially the same manner in all market categories traded. Demeter attempts to manage market exposure by diversifying the Partnership?s assets among different market sectors and trading approaches, and monitoring the performance of the Trading Manager daily. In addition, the Trading Manager establishes diversification guidelines, often set in terms of the maximum margin to be committed to positions in any one market sector or market-sensitive instrument. Demeter monitors and controls the risk of the Partnership?s non- trading instrument, cash. Cash is the only Partnership investment directed by Demeter, rather than the Trading Manager. Item 4. CONTROLS AND PROCEDURES (a) As of the end of the period covered by this quarterly report, the President and Chief Financial Officer of the general partner, Demeter, have evaluated the effectiveness of the Partnership?s disclosure controls and procedures (as defined in Rules 13a?15(e) and 15d? 15(e) of the Exchange Act), and have judged such controls and procedures to be effective. (b) There have been no significant changes in the Partnership?s internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation. PART II. OTHER INFORMATION Item 1. LEGAL PROCEEDINGS None. Item 5. OTHER INFORMATION Changes in Management. The following changes have been made to the Board of Directors and Officers of Demeter: Mr. Robert E. Murray resigned the position of Chairman of the Board of Directors of Demeter. Mr. Jeffrey A. Rothman, President and Director of Demeter, was named Chairman of the Board of Directors of Demeter. Item 6. EXHIBITS AND REPORTS ON FORM 8-K (A) Exhibits 3.01 Amended and Restated Limited Partnership Agreement of the Partnership, dated as of May 14, 1990, is incorporated by reference to Exhibit A of the Partnership?s prospectus dated June 30, 1992, filed with the Securities and Exchange Commission pursuant to Rule 424(b)(3) under the Securities Act of 1933 on July 14, 1992. 3.02 Amendment No. 1 to the Limited Partnership Agreement of the Partnership dated as of May 14, 1990, is incorporated by reference to Exhibit 3.02 of the Partnership?s Quarterly Report on Form 10-Q (File No. 0-19116) filed with the Securities and Exchange Commission on August 14, 2002. 10.01 Management Agreement among the Partnership, Demeter Management Corporation and Dean Witter Futures & Currency Management Inc., dated as of July 12, 1990, is incorporated by reference to Exhibit 10.02 of the Partnership?s Registration Statement on Form S-1 (File No. 33-34989) filed on May 21, 1990. 10.02 Amendment No. 1 to the Management Agreement, dated as of June 30, 1992, is incorporated by reference to Exhibit 10.02 of the Partnership?s Quarterly Report on Form 10-Q (File No. 0-19116) filed with the Securities and Exchange Commission on August 14, 2002. 10.03 Amended and Restated Customer Agreement between the Partnership and Morgan Stanley DW Inc., dated as of May 19, 2000, is incorporated by reference to Exhibit 10.01 of the Partnership?s Form 8-K (File No. 0-19116) filed with the Securities and Exchange Commission on November 13, 2001. 10.04 Commodity Futures Customer Agreement between Morgan Stanley & Co. Incorporated and the Partnership, and acknowledged and agreed to by Morgan Stanley DW Inc., dated as of May 1, 2000, is incorporated by reference to Exhibit 10.02 of the Partnership?s Form 8-K (File No. 0- 19116) filed with the Securities and Exchange Commission on November 13, 2001. 10.05 Customer Agreement between the Partnership and Morgan Stanley & Co. International Limited, dated as of May 1, 2000, is incorporated by reference to Exhibit 10.04 of the Partnership?s Form 8-K (File No. 0-19116) filed with the Securities and Exchange Commission on November 13, 2001. 10.06 Foreign Exchange and Options Master Agreement between Morgan Stanley & Co. Incorporated and the Partnership, dated as of April 30, 2000, is incorporated by reference to Exhibit 10.05 of the Partnership?s Form 8-K (File No. 0-19116) filed with the Securities and Exchange Commission on November 13, 2001. 10.07 Securities Account Control Agreement among the Partnership, Morgan Stanley & Co. Incorporated, and Morgan Stanley DW Inc., dated as of May 1, 2000, is incorporated by reference to Exhibit 10.03 of the Partnership?s Form 8-K (File No. 0-19116) filed with the Securities and Exchange Commission on November 13, 2001. 31.01 Certification of President of Demeter Management Corporation, the general partner of the Partnership, pursuant to rules 13(a)-15(e) and 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.02 Certification of Chief Financial Officer of Demeter Management Corporation, the general partner of the Partnership, pursuant to rules 13(a)-15(e) and 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.01 Certification of President of Demeter Management Corporation, the general partner of the Partnership, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.02 Certification of Chief Financial Officer of Demeter Management Corporation, the general partner of the Partnership, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (B) Reports on Form 8-K ? None. 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, thereunto duly authorized. Dean Witter Diversified Futures Fund III L.P. (Registrant) By: Demeter Management Corporation (General Partner) August 12, 2003 By: /s/Jeffrey D. Hahn Jeffrey D. Hahn Director and Chief Financial Officer The General Partner which signed the above is the only party authorized to act for the Registrant. The Registrant has no principal executive officer, principal financial officer, controller, or principal accounting officer and has no Board of Directors. ? 22 ?

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