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 period ended September 30, 1999 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 No. 0-25607

             MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P.
     (Exact name of registrant as specified in its charter)


          Delaware                              13-4018063
(State or other jurisdiction of              (I.R.S. Employer
incorporation  or organization)                    Identification
No.)

c/o Demeter Management Corporation
Two World Trade Center, 62 Fl., New York, NY        10048
(Address of principal executive offices)               (Zip Code)


Registrant's telephone number, including area code (212) 392-5454


_________________________________________________________________
_
(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











<PAGE>
<TABLE>

         MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P.

             INDEX TO QUARTERLY REPORT ON FORM 10-Q

                     September 30, 1999
<CAPTION>

PART I. FINANCIAL INFORMATION
<S>                                                          <C>
Item 1. Financial Statements

     Statement of Financial Condition September 30, 1999
     (Unaudited)............................................... 2

     Statement of Operations for the Quarter Ended
     September 30, 1999 (Unaudited)............................ 3

     Statement of Operations for the Period from
     March 1, 1999 (commencement of operations) to
                     September              30,              1999
     (Unaudited)............................ 4

     Statement of Changes in Partners' Capital for
     the Period from March 1, 1999 (commencement of
     operations) to September 30, 1999 (Unaudited)............. 5

     Statement of Cash Flows for the Period from March
     1, 1999 (commencement of operations) to
     September 30, 1999 (Unaudited)............................ 6

        Notes to Financial Statements (Unaudited)...............7-
     14

Item 2. Management's Discussion and Analysis of

Financial Condition and Results of Operations.......15-21

Item 3. Quantitative and Qualitative Disclosures about
        Market Risk ....................................... 21-33

Part II. OTHER INFORMATION

Item 1. Legal Proceedings..................................... 34

Item 2. Change in Securities and Use of Proceeds............34-35

Item 6. Exhibits and Reports on Form 8-K...................... 35



</TABLE>






<PAGE>
<TABLE>
                 PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P.
                STATEMENT OF FINANCIAL CONDITION

<CAPTION>

                                                    September 30,
                                                          1999
                                                            $
                                                        (Unaudited)
ASSETS
<S>                                             <C>
Equity in futures interests trading accounts:
 Cash
 18,116,662
         Net     unrealized     gain    on     open     contracts
 470,344
 Net                        option                       premiums
 (215,869)
                   Total              Trading              Equity
 18,371,137
Subscriptions                                          receivable
906,618
Interest receivable (DWR and Carr)                  68,320

                              Total                        Assets
19,346,075

LIABILITIES AND PARTNERS' CAPITAL

Liabilities

 Redemptions                                              payable
 128,135
 Accrued             brokerage             fee              (DWR)
 109,254
 Accrued                      management                      fee
 31,215
                           Total                      Liabilities
268,604

Partners' Capital

        Limited       Partners       (2,258,382.769        Units)
18,870,374
         General        Partner        (24,785.101         Units)
207,097
               Total               Partners'              Capital
19,077,471

Total        Liabilities       and       Partners'        Capital
19,346,075


NET            ASSET           VALUE           PER           UNIT
8.36

<FN>
          The accompanying notes are an integral part
                 of these financial statements.
</TABLE>

<PAGE>
<TABLE>
        MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P.
                    STATEMENT OF OPERATIONS
                           (Unaudited)

<CAPTION>



For the

Quarter Ended
                                       September 30, 1999
                                                         $
REVENUES
<S>
<C>
 Trading loss:
    Realized                                  (1,102,288)
    Net change in unrealized                          (282,044)

      Total Trading Results                   (1,384,332)

 Interest Income (DWR and Carr)                   176,916

      Total Revenues                          (1,207,416)

EXPENSES

 Brokerage fees (DWR)                           296,675
 Management fee                                    84,765

    Total Expenses                               381,440

NET LOSS                                     (1,588,856)


NET LOSS ALLOCATION

 Limited Partners                           (1,571,130)
 General Partner                                    (17,726)

NET LOSS PER UNIT

 Limited Partners                                    (.85)
                           General                        Partner
 (.85)



<FN>




          The accompanying notes are an integral part
                 of these financial statements.
</TABLE>


<PAGE>
<TABLE>
        MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P.
                    STATEMENT OF OPERATIONS
                           (Unaudited)



<CAPTION>

For the Period from

March 1, 1999
                                        (commencement of

operations) to
                                       September 30, 1999
                                                         $
REVENUES
<S>                                      <C>
 Trading profit (loss):
    Realized                                (2,096,441)
    Net change in unrealized                   470,344

      Total Trading Results                 (1,626,097)

 Interest Income (DWR and Carr)                 289,356

      Total Revenues                        (1,336,741)

EXPENSES

 Brokerage fees (DWR)                         512,045
 Management fee                               146,299

    Total Expenses                             658,344

NET                                                          LOSS

(1,995,085)


NET LOSS ALLOCATION

                         Limited                         Partners
(1,972,182)
                          General                         Partner
(22,903)

NET LOSS PER UNIT

                         Limited                         Partners
(1.64)
                          General                         Partner
(1.64)



<FN>



          The accompanying notes are an integral part
                 of these financial statements.
</TABLE>

<PAGE>
<TABLE>

         MORGAN STANLEY DEAN WITTER CHARTER WELTON  L.P.
           STATEMENT OF CHANGES IN PARTNERS' CAPITAL
               For the Period from March 1, 1999
                  (commencement of operations)
                      to September 30, 1999
                          (Unaudited)

<CAPTION>



                          Units of
                        Partnership Limited   General
                          Interest   Partners Partner    Total


<S>                 <C>                        <C>            <C>
<C>
Partners' Capital,
 Initial Offering     580,145.052          $5,731,450            $70,000
$5,801,450

Offering of Units   1,726,658.495          15,311,038            160,000
15,471,038

Net Loss             -                     (1,972,182)           (22,903)
(1,995,085)
Redemptions         (23,635.677)               (199,932)                 -
(199,932)

Partners' Capital,
 September 30, 1999  2,283,167.870         $18,870,374           $207,097
$19,077,471









<FN>






           The accompanying notes are an integral part
                 of these financial statements.

</TABLE>






<PAGE>
<TABLE>
         MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P.
                    STATEMENT OF CASH FLOWS
                           (Unaudited)



<CAPTION>



For the Period from

March 1, 1999
                                          (commencement of

operations) to
                                          September 30, 1999

$
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                       <C>
Net    loss                                                     (
1,995,085)
Noncash item included in net loss:
    Net change in unrealized                    (470,344)

(Increase) decrease in operating assets:
    Net option premiums                           215,869
    Interest receivable (DWR and Carr)           (68,320)

Increase in operating liabilities:
             Accrued         brokerage         fee          (DWR)
109,254
                 Accrued              management              fee
31,215

Net       cash       used      for      operating      activities
(2,177,411)

CASH FLOWS FROM FINANCING ACTIVITIES

                         Initial                         offering
5,801,450
                 Offering                of                 units
15,471,038
        Increase        in        subscriptions        receivable
(906,618)
 Increase in redemptions payable                  128,135
                Redemptions               of                units
(199,932)

Net      cash      provided      by     financing      activities
20,294,073

Net                increase                in                cash
18,116,662

Balance          at         beginning          of          period
-

Balance           at           end           of            period
18,116,662


<FN>


          The accompanying notes are an integral part
                 of these financial statements.

</TABLE>
<PAGE>
         MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P.

                  NOTES TO FINANCIAL STATEMENTS

                           (UNAUDITED)



The  financial statements include, in the opinion of  management,

all  adjustments necessary for a fair presentation of the results

of  operations  and  financial condition of Morgan  Stanley  Dean

Witter Charter Welton L.P. (the "Partnership").


1. Summary of Significant Accounting Policies

Organization - Morgan Stanley Dean Witter Charter Welton L.P.  is

a  limited  partnership  organized to  engage  primarily  in  the

speculative trading of futures and forward contracts, options  on

futures contracts and on physical commodities and other commodity

interests,  including foreign currencies, financial  instruments,

metals,  energy and agricultural products (collectively, "futures

interests").  The Partnership commenced operations  on  March  1,

1999.   The Partnership is one of the Morgan Stanley Dean  Witter

Charter  Series  of  funds, comprised of the Partnership,  Morgan

Stanley Dean Witter Charter Graham L.P., and Morgan Stanley  Dean

Witter  Charter  Millburn L.P.  The general  partner  is  Demeter

Management  Corporation  ("Demeter"). The non-clearing  commodity

broker  is  Dean Witter Reynolds Inc. ("DWR") and an unaffiliated

clearing  commodity broker, Carr Futures Inc. ("Carr"),  provides

clearing  and  execution services.  Demeter and DWR  are  wholly-

owned  subsidiaries of Morgan Stanley Dean Witter & Co. ("MSDW").

Welton  Investment Corporation ("Trading Advisor") is the trading

advisor to the Partnership.



<PAGE>
         MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P.
           NOTES TO FINANCIAL STATEMENTS - (CONTINUED)




Demeter  is  required to maintain a 1% minimum  interest  in  the

equity  of the Partnership and income (losses) are shared by  the

General  and  Limited  Partners  based  upon  their  proportional

ownership interests.



Use  of  Estimates - The preparation of financial  statements  in

conformity with generally accepted accounting principles requires

management  to  make estimates and assumptions  that  affect  the

reported  amounts  of assets and liabilities  and  disclosure  of

contingent  assets and liabilities at the date of  the  financial

statements  and  the  reported amounts of revenues  and  expenses

during  the  reporting period.  Actual results could differ  from

those estimates.



Revenue  Recognition  - Futures interests  are  open  commitments

until  settlement  date.   They are  valued  at  market  and  the

resulting  unrealized gains and losses are reflected  in  income.

Monthly, DWR pays the Partnership interest income on 100% of  its

average  daily funds held in its individual account at DWR  at  a

rate  equal  to  that  earned by DWR on its  U.S.  Treasury  bill

investments  during  such  month. In addition,  DWR  credits  the

Partnership with 100% of the interest income received  from  Carr

with respect to the Partnership's Net Assets on deposit with Carr

for the purpose of meeting margin requirements.



<PAGE>

         MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P.
           NOTES TO FINANCIAL STATEMENTS - (CONTINUED)




For purposes of such interest payments, Net Assets do not include

monies  due  to  the Partnership on forward contracts  and  other

futures interests, but not actually received.



Net  Income  (Loss)  per  Unit - Net income  (loss)  per  Limited

Partnership  Interest ("Unit(s)") is computed using the  weighted

average number of Units outstanding during the period.



Equity  in Futures Interests Trading Accounts - The Partnership's

asset "Equity in futures interests trading accounts" consists  of

cash  on deposit at DWR and Carr to be used as margin for trading

and  the  net asset or liability related to unrealized  gains  or

losses on open contracts.



Brokerage   and  Related  Transaction  Fees  and  Costs   -   The

Partnership pays a flat-rate monthly brokerage fee of 1/12 of  7%

of the Partnership's Net Assets as of the first day of each month

(a  7%  annual rate).  Such fee covers all brokerage commissions,

transaction  fees  and  costs  and  ordinary  administrative  and

offering expenses.



Operating  Expenses - The Partnership incurs a monthly management

fee  and  may incur an incentive fee as described below.  Demeter

bears all other operating expenses.


<PAGE>
         MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P.
           NOTES TO FINANCIAL STATEMENTS - (CONTINUED)


Management Fee - The Partnership pays the Trading Advisor a flat-

rate  monthly fee of 1/12 of 2% of the Net Assets managed by  the

Trading  Advisor  on  the first day of each month  (a  2%  annual

rate).



Incentive  Fee  -  The  Partnership pays the  Trading  Advisor  a

monthly  incentive  fee  equal to 20%  of  "Trading  Profits"  as

defined  in  the Partnership's Prospectus as of the end  of  each

calendar  month.   If the Trading Advisor has experienced  losses

with respect to Net Assets at the end of any calendar month,  the

Trading  Advisor  must earn back such losses before  the  Trading

Advisor is eligible for an incentive fee.



Income Taxes - No provision for income taxes has been made in the

accompanying  financial statements, as partners are  individually

responsible  for  reporting  income  or  loss  based  upon  their

respective  share of the Partnership's revenues and expenses  for

income tax purposes.



Distributions  -  Distributions, other  than  on  redemptions  of

Units,  are  made on a pro-rata basis at the sole  discretion  of

Demeter.  No distributions have been made to date.









<PAGE>

         MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P.
           NOTES TO FINANCIAL STATEMENTS - (CONTINUED)




Continuing Offering - Units are offered at a price equal to  100%

of  the Net Asset Value per Unit at monthly closings held  as  of

the last day of each month.



Redemptions  - Limited Partners may redeem some or all  of  their

Units as of the last day of the sixth month following the closing

at  which  a person first becomes a Limited Partner.  Redemptions

may  only  be  made in whole Units, with a minimum of  100  Units

required  for  each  redemption,  unless  a  Limited  Partner  is

redeeming his entire interest in the Partnership. Units  redeemed

on or prior to the last day of the twelfth month from the date of

purchase  will be subject to a redemption charge equal to  2%  of

the  Net  Asset  Value of a Unit on the Redemption  Date.   Units

redeemed after the last day of the twelfth month and on or  prior

to  the  last  day of the twenty-fourth month from  the  date  of

purchase  will be subject to a redemption charge equal to  1%  of

the  Net  Asset  Value of a Unit on the Redemption  Date.   Units

redeemed  after the last day of the twenty-fourth month from  the

date of purchase will not be subject to a redemption charge.



Exchanges - On the last day of the first month which occurs  more

than six months after a person first becomes a Limited Partner in

the Partnership, and at the end of each month thereafter, Limited





<PAGE>

         MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P.
           NOTES TO FINANCIAL STATEMENTS - (CONTINUED)




Partners  may transfer their investment among the Morgan  Stanley

Dean  Witter  Charter  Series (subject  to  certain  restrictions

outlined  in  the Limited Partnership Agreement)  without  paying

additional charges.



Dissolution  of the Partnership - The Partnership will  terminate

on  December 31, 2035 or at an earlier date if certain conditions

occur   as  defined  in  the  Partnership's  Limited  Partnership

Agreement.



2.  Related Party Transactions

The  Partnership's cash is on deposit with DWR and Carr in future

interests trading accounts to meet margin requirements as needed.

DWR and Carr pay interest on these funds as described in Note  1.

The  Partnership pays a brokerage fee to DWR, also  described  in

Note 1.



3.  Financial Instruments

The Partnership trades futures and forward contracts, options  on

futures contracts and on physical commodities and other commodity

interests,  including 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

<PAGE>

         MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P.
           NOTES TO FINANCIAL STATEMENTS - (CONTINUED)




to  perform under the terms of the contracts.  There are numerous

factors  which  may significantly influence the market  value  of

these contracts, including interest rate volatility.



In  June  1998, the Financial Accounting Standards  Board  issued

Statement  of  Financial Accounting Standard  ("SFAS")  No.  133,

"Accounting  for  Derivative Instruments and Hedging  Activities"

effective  for fiscal years beginning after June 15,  1999.   The

Partnership  elected  to adopt the provisions  of  SFAS  No.  133

beginning   with   its   first  calendar  quarter-end   financial

statements  dated March 31, 1999.  SFAS No.  133 supersedes  SFAS

No.  119  and No. 105, which required the disclosure  of  average

aggregate fair values and contract/notional values, respectively,

of  derivative financial instruments for an entity which  carries

its  assets at fair value.  The application of SFAS No. 133  does

not  have  a  significant  effect on the Partnership's  financial

statements.


The  net  unrealized  gain on open contracts  is  reported  as  a

component  of  "Equity in futures interests trading accounts"  on

the  Statement  of  Financial Condition and totaled  $470,344  at

September 30, 1999.



The  entire  $470,344 net unrealized gain on  open  contracts  at

September 30, 1999 related to exchange-traded futures and futures-

<PAGE>

         MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P.
           NOTES TO FINANCIAL STATEMENTS - (CONCLUDED)


styled  options contracts.  Exchange-traded futures and  futures-

styled options contracts held by the Partnership at September 30,

1999 mature through March 2000.



The  Partnership  is subject to the 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.  DWR and Carr act as the futures commission

merchants  or  the counterparties with respect  to  most  of  the

Partnership's  assets. Exchange-traded futures and futures-styled

options  contracts  are marked to market on a daily  basis,  with

variations  in value settled on a daily basis. Each  of  DWR  and

Carr,   as  a  futures  commission  merchant  for  all   of   the

Partnership's exchange-traded futures and futures-styled  options

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

and  futures-styled options contracts, including an amount  equal

to the net unrealized gain on all open futures and futures-styled

options   contracts,  which  funds,  in  the  aggregate,  totaled

$18,587,006 at September 30, 1999.





<PAGE>

Item   2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
CONDITION AND RESULTS OF OPERATIONS


Liquidity.  Assets of the Partnership are deposited with  DWR  as

non-clearing  broker  and  Carr as clearing  broker  in  separate

futures interest trading accounts. Such assets are held in either

non-interest bearing bank accounts or in securities  approved  by

the  CFTC  for  investment of customer funds.  The  Partnership's

assets held by DWR and Carr may be used as margin solely for  the

Partnership's trading.  Since the Partnership's sole  purpose  is

to   trade  in  futures  interests,  it  is  expected  that   the

Partnership  will continue to own such liquid assets  for  margin

purposes.



The  Partnership's investment in futures interests may, from time

to time, be illiquid.  Most United States futures exchanges limit

fluctuations in certain futures interest prices during  a  single

day  by  regulations  referred to as  "daily  price  fluctuations

limits" or "daily limits".  Pursuant to such regulations,  during

a  single trading day no trades may be executed at prices  beyond

the  daily limit.  If the price for a particular futures interest

has increased or decreased by an amount equal to the daily limit,

positions  in  such  futures interest can neither  be  taken  nor

liquidated  unless  traders are willing to effect  trades  at  or

within  the  limit.   Futures interests prices have  occasionally

moved the daily limit for several consecutive days with little or

no trading.  Such market conditions could prevent the Partnership

from  promptly  liquidating its futures interests and  result  in

restrictions on redemptions.



<PAGE>

There  is  no limitation on daily price moves in trading  forward

contracts  on  foreign  currency.  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  from  promptly  liquidating  unfavorable  positions,

subjecting  it  to substantial losses.  Either  of  these  market

conditions could result in restrictions on redemptions.



Capital  Resources. The Partnership does not have,  nor  does  it

expect   to   have,  any  capital  assets.   Future  redemptions,

exchanges and sales of additional Units will affect the amount of

funds available for investment in futures interests in subsequent

periods.   Since they are at the discretion of Limited  Partners,

it  is  not  possible to estimate the amount and  therefore,  the

impact  of  future redemptions, exchanges or sales of  additional

Units.



Results of Operations

For the Quarter and the Period Ended September 30, 1999

For  the  quarter  ended  September  30,  1999,  the  Partnership

recorded   total  trading  losses  net  of  interest  income   of

$1,207,416  and  posted a decrease in Net Asset Value  per  Unit.

The  most  significant losses were recorded from  trading  global

stock  index  futures, specifically S&P 500, Hang  Seng  and  DAX

Index  futures, as short-term price volatility in  these  markets

throughout  a majority of the quarter resulted in difficulty  for

Welton's   trend-following  trading  approach  and   concentrated

participation  in  this  market sector.  Additional  losses  were

experienced from short positions in the European common currency

<PAGE>

and  the Swiss franc as the previous downward trend in the  value

of these currencies versus the U.S. dollar reversed higher during

July  due to bullish economic data out of Europe and inflationary

concerns  in  the U.S.  These losses were mitigated  by  currency

gains  from long Japanese yen positions as the value of  the  yen

strengthened  versus  the  U.S. dollar during  the  quarter  amid

optimism regarding the Japanese economy.  Smaller losses incurred

from  trading  Australian interest rate  futures  throughout  the

quarter, as well as British interest rate futures during  August,

more  than offset profits recorded from short positions in German

interest  rate futures during July and September.  A  portion  of

the  Partnership's overall losses for the quarter was  offset  by

gains  recorded from long positions in crude oil and its  refined

products,  unleaded  gas and heating oil, as oil  prices  climbed

higher  during August and September amid a tightness in  supplies

and  a  commitment  by  OPEC officials to  continue  output  cuts

through  the  first  quarter of 2000.   Additional  profits  were

recorded  from  long positions in nickel futures  as  base  metal

prices  increased  as  a result in rising  demand  and  shrinking

supply.  Total expenses for the three months ended September  30,

1999  were $381,440, resulting in a net loss of $1,588,856.   The

value of a Unit decreased from $9.21 at June 30, 1999 to $8.36 at

September 30, 1999.



For the period from March 1, 1999 (commencement of operations) to

September 30, 1999, the Partnership recorded total trading losses

net of interest income of $1,336,741 and posted a decrease in Net



<PAGE>

Asset  Value per Unit. The most significant losses were  recorded

from  trading global stock index futures, specifically  S&P  500,

Hang  Seng  and DAX Index futures, as short-term price volatility

in  these  markets  throughout a majority of  the  third  quarter

resulted  in  difficulty  for  Welton's  trend-following  trading

approach  and  concentrated participation in this market  sector.

Additional  losses were experienced in the currency markets  from

short  positions in the European common currency  and  the  Swiss

franc  as  the  previous downward trend in  the  value  of  these

currencies versus the U.S. dollar reversed higher during July due

to  bullish economic data out of Europe and inflationary concerns

in  the  U.S.   These  losses were mitigated  by  currency  gains

recorded from long Japanese yen positions as the value of the yen

increased  versus  the U.S. dollar during the  third  quarter  on

optimism regarding Japan's economic recovery.  A portion  of  the

Partnership's  overall losses for the year was  offset  by  gains

recorded  from  long  positions in  crude  oil  and  its  refined

products, unleaded gas and heating oil, as prices trended  higher

during  August  and  September due  to  declining  supply  and  a

commitment  by  OPEC  officials to adhere to  agreed-upon  output

cuts.   Additional profits were recorded during June  from  short

positions  in Spanish and German bond futures as prices  declined

amid  dampened sentiment regarding economic unity in that  region

and  on  fears  of an interest rate hike in the U.S.   Additional

profits  were  recorded from short positions in  German  interest

rate futures during July and September as prices continued lower





<PAGE>

on fears that the European Central Bank would also raise interest

rates.  Total  expenses  for  the  period  from  March  1,   1999

(commencement of operations) to September 30, 1999 were $658,344,

resulting  in  a  net loss of $1,995,085.  The value  of  a  Unit

decreased   from  $10.00  at  March  1,  1999  (commencement   of

operations) to $8.36 at September 30, 1999.



Year  2000 Problem.  Commodity pools, like financial and business

organizations  and individuals around the world,  depend  on  the

smooth functioning of computer systems.  Many computer systems in

use  today cannot recognize the computer code for the year  2000,

but revert to 1900 or some other date.  This is commonly known as

the  "Year  2000  Problem". The Partnership  could  be  adversely

affected  if computer systems used by it or any third party  with

whom  it has a material relationship do not properly process  and

calculate date-related information and data concerning  dates  on

or  after January 1, 2000.  Such a failure could adversely affect

the  handling or determination of futures trades and  prices  and

other services.



MSDW  began its planning for the Year 2000 Problem in  1995,  and

currently  has several hundred employees working on  the  matter.

It  has developed its own Year 2000 compliance plan to deal  with

the  problem and had the plan approved by the company's executive

management,   Board  of  Directors  and  Information   Technology

Department. Demeter is coordinating with MSDW to address the Year

2000  Problem  with  respect to Demeter's computer  systems  that

affect the Partnership.  This includes hardware and software

<PAGE>

upgrades, systems consulting and computer maintenance.



Beyond  the  challenge  facing  internal  computer  systems,  the

systems  failure  of  any  of the third  parties  with  whom  the

Partnership  has a material relationship - the futures  exchanges

and  clearing organizations through which it trades, Carr, or the

Trading  Advisor - could result in a material financial  risk  to

the  Partnership.  All  U.S. futures  exchanges  are  subject  to

monitoring  by the CFTC of their Year 2000 preparedness  and  the

major  foreign futures exchanges are also expected to be  subject

to market-wide testing of their Year 2000 compliance during 1999.

Demeter  intends to monitor the progress of Carr and the  Trading

Advisor throughout 1999 in their Year 2000 compliance and,  where

applicable,  to  test its external interface with  Carr  and  the

Trading Advisor.



A  worst case scenario would be one in which trading of contracts

on  behalf  of the Partnership becomes impossible as a result  of

the  Year 2000 problem encountered by any third parties.  A  less

catastrophic  but  more likely scenario would  be  one  in  which

trading  opportunities diminish as a result of technical problems

resulting  in  illiquidity  and  fewer  opportunities   to   make

profitable trades. MSDW has begun developing various "contingency

plans" in the event that the systems of such third parties  fail.

Demeter  intends  to  consult closely with MSDW  in  implementing

those  plans.  Despite the best efforts of both Demeter and MSDW,

however,  it is possible that these steps will not be  sufficient

to avoid any adverse impact to the Partnership.

<PAGE>

Risks  Associated  With  the Euro.  On January  1,  1999,  eleven

countries  in  the  European Union established  fixed  conversion

rates on their existing sovereign currencies and converted  to  a

common   single  currency  (the  "euro").  During  a   three-year

transition  period,  the sovereign currencies  will  continue  to

exist  but  only as a fixed denomination of the euro.  Conversion

to  the euro prevents the Trading Advisor from trading in certain

currencies  and thereby limits its ability to take  advantage  of

potential market opportunities that might otherwise have  existed

had  separate  currencies been available  to  trade.  This  could

adversely affect the performance results of the Partnership.


Item  3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES  ABOUT  MARKET
RISK

Introduction

The  Partnership  is a commodity pool engaged  primarily  in  the

speculative  trading of futures interests.  The  market-sensitive

instruments  held  by  the Partnership are  acquired  solely  for

speculative   trading  purposes  and,  as  a   result,   all   or

substantially all of the Partnership's assets are subject to  the

risk  of trading loss.  Unlike an operating company, the risk  of

market-sensitive instruments is integral, not incidental, to  the

Partnership's primary business activities.



The  futures interests traded by the Partnership involve  varying

degrees  of  related  market risk.  Such  market  risk  is  often

dependent upon changes in the level or volatility of interest





<PAGE>

rates,   exchange  rates,  and/or  market  values  of   financial

instruments and commodities.  Fluctuations in related market risk

based upon the aforementioned 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 effects  among

the Partnership's existing open positions, the volatility present

within  the  market(s), and the liquidity of the  market(s).   At

varying  times,  each of these factors may act to  exacerbate  or

mute the market risk associated with the Partnership.



The  Partnership's past performance is not necessarily indicative

of   its   future  results.   Any  attempt  at  quantifying   the

Partnership's  market  risk  must be qualified  by  the  inherent

uncertainty  of its speculative trading, which may  cause  future

losses and volatility (i.e. "risk of ruin") far in excess of  the

Partnership's   experience   to  date   and/or   any   reasonable

expectation premised upon historical changes in the fair value of

its market-sensitive instruments.


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



<PAGE>

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.  As such, any loss in  the  fair

value  of  the Partnership's open positions is directly reflected

in  the  Partnership's earnings, whether realized or  unrealized,

and  the  Partnership's cash flow, as profits and losses on  open

positions of exchange-traded futures interests are settled  daily

through variation margin.



The  Partnership's  risk exposure in the various  market  sectors

traded  by  the Trading Advisor is estimated below  in  terms  of

Value  at Risk ("VaR"). The VaR model employed by the Partnership

incorporates numerous variables that could impact the fair  value

of   the   Partnership's  trading  portfolio.   The   Partnership

estimates VaR using a model based on historical simulation with a

confidence   level   of  99%.   Historical  simulation   involves

constructing  a  distribution of hypothetical  daily  changes  in

trading  portfolio  value.  The VaR model  generally  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, as well

as   correlation   that  exists  among  these   variables.    The

hypothetical changes in portfolio value are based on daily

<PAGE>

observed percentage changes in key market indices or other market

factors  ("market  risk  factors")  to  which  the  portfolio  is

sensitive.   In the case of the Partnership's VaR, the historical

observation period is approximately four years. The Partnership's

one-day  99% VaR corresponds to the negative change in  portfolio

value  that,  based on observed market risk factor  moves,  would

have been exceeded once in 100 trading days.



VaR models such as the Partnership's are continually evolving  as

trading  portfolios  become more diverse and modeling  techniques

and systems capabilities improve.  It must also be noted that the

VaR  model is used to quantify market risk for historic reporting

purposes  only  and  is  not utilized by either  Demeter  or  the

Trading Advisor in their daily risk management activities.


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 market category as of September 30, 1999.  As of September 30,

1999,  the  Partnership's total capitalization was  approximately

$19 million.

     Primary Market           September 30, 1999
     Risk Category              Value at Risk

     Interest Rate                        (1.58)%

     Currency                        (1.22)

     Equity                          (0.30)

     Commodity                            (0.95)

      Aggregate Value at Risk        (2.49)%

<PAGE>

Aggregate  value  at  risk represents the aggregate  VaR  of  the

Partnership's open positions and not the sum of the  VaR  of  the

individual categories listed above.  Aggregate VaR will be  lower

as  it  takes into account correlation among different  positions

and categories.


The  table  above  represents the VaR of the  Partnership's  open

positions  at  September  30, 1999 only and  is  not  necessarily

representative  of  either the historic  or  future  risk  of  an

investment in the Partnership. As the Partnership's sole business

is  the  speculative trading of primarily futures interests,  the

composition  of  its  portfolio  of  open  positions  can  change

significantly over any given time period or even within a  single

trading  day.   Such changes in open positions  could  materially

impact  market  risk  as  measured by VaR  either  positively  or

negatively.



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 three calendar quarter reporting periods from

March 1, 1999 through September 30, 1999.


Primary Market Risk Category       High      Low       Average

Interest Rate                     (1.58)%   (0.44)%     (0.96)%

Currency                          (1.22)    (0.99)      (1.11)

Equity                            (4.75)    (0.16)      (1.74)

Commodity                         (0.95)    (0.19)      (0.58)

Aggregate Value at Risk           (5.02)%   (1.08)%     (2.86)%


<PAGE>
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, as such margin requirements generally range between

2%  and 15% of contract face value.  Additionally, due to the use

of leverage, the face value of the market sector instruments held

by   the   Partnership  is  typically  many   times   the   total

capitalization  of the Partnership.  The financial  magnitude  of

the  Partnership's open positions thus creates a "risk  of  ruin"

not  typically found in other investment vehicles.   Due  to  the

relative  size  of the positions held, certain market  conditions

may  cause  the Partnership to incur losses greatly in excess  of

VaR  within a short period of time.  The foregoing VaR table,  as

well  as  the  past  performance of  the  Partnership,  gives  no

indication of such "risk of ruin". In addition, VaR risk measures

should  be interpreted in light of the methodology's limitations,

which  include the following: past changes in market risk factors

will  not  always yield accurate predictions of the distributions

and correlations of future market movements; changes in portfolio

value  in  response  to  market movements  may  differ  from  the

responses implicit in a VaR model; published 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.

<PAGE>

The foregoing VaR tables present the results of the Partnership's

VaR for each of the Partnership's market risk exposures and on an

aggregate  basis at September 30, 1999 and for  the  end  of  the

three  calendar  quarter reporting periods  from  March  1,  1999

through  September  30, 1999. 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 and monitor

risk  and there can be no assurance that the Partnership's actual

losses  on  a  particular  day will not exceed  the  VaR  amounts

indicated below or that such losses will not occur more than 1 in

100 trading days.



Non-Trading Risk

The  Partnership has non-trading market risk on its foreign  cash

balances not needed for margin.  However, such balances, as  well

as  any  market  risk  they may represent, are  immaterial.   The

Partnership  also maintains a substantial portion  (approximately

83%) of its available assets in cash at DWR.  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

material.



Materiality,  as used throughout this section,  is  based  on  an

assessment  of  reasonably  possible  market  movements  and  the

potential  losses caused by such movements, taking  into  account

the   leverage,  optionality  and  multiplier  features  of   the

Partnership's market-sensitive instruments.



<PAGE>

Qualitative Disclosures Regarding Primary Trading Risk Exposures

The following qualitative disclosures regarding the Partnership's

market risk exposures - except for (i) those disclosures that are

statements  of historical fact and (ii) 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 Advisor 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   expro-

priations,   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 as of September 30, 1999, by market sector.   It  may

be  anticipated  however, that these market exposures  will  vary

materially over time.



<PAGE>

       Interest  Rate.  The  primary  market  exposure   in   the

Partnership  at  September  30, 1999 was  in  the  interest  rate

sector.    Exposure  was  spread  across  the  Spanish,   German,

Australian,  U.S.  and Japanese 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 United  States

and the other G-7 countries.  However, the Partnership also takes

futures  positions  in the government debt of smaller  nations  -

e.g.  Australia, New Zealand and Spain.  Demeter anticipates that

G-7  and  Australian  interest  rates  will  remain  the  primary

interest  rate  exposures of the Partnership for the  foreseeable

future.  The changes in interest rates which have the most effect

on the Partnership are changes in long-term, as opposed to short-

term,  rates.  Most of the speculative futures positions held  by

the  Partnership  are  in  medium  -  to  long-term  instruments.

Consequently,  even a material change in short-term  rates  would

have little effect on the Partnership, were the medium - to long-

term rates to remain steady.

      Currency.  The second largest market exposure this  quarter

was in the currency complex.  The Partnership's currency exposure

is  to  exchange rate fluctuations, primarily fluctuations  which

disrupt the historical pricing relationships between different

<PAGE>

currencies and currency pairs.  Interest rate changes as well  as

political   and  general  economic  conditions  influence   these

fluctuations.   The  Partnership trades  in  a  large  number  of

currencies,  including cross-rates - i.e., positions between  two

currencies other than the U.S. dollar.  For the third quarter  of

1999, the Partnership's major exposures were in the euro currency

crosses  and outright U.S. dollar positions.  (Outright positions

consist  of  the U.S. dollar vs. other currencies.   These  other

currencies include the 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  dollar-based

Partnership in expressing VaR in a functional currency other than

dollars.

     Equity.  The primary equity exposure is 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.   As  of  September 30, 1999, the Partnership's  primary

exposures were in the NASDAQ (U.S.), CAC 40 (France) and S&P  500

(U.S.)  stock indices.  The Partnership is primarily  exposed  to

the  risk  of adverse price trends or static markets in the  U.S.

and  European  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).



<PAGE>

     Commodity.

     Energy.   On  September  30, 1999, the Partnership's  energy

exposure was shared by futures contracts in the crude and heating

oil,  and unleaded gas markets.  Price movements in these markets

result  from  political developments in the Middle East,  weather

patterns,  and other economic fundamentals.  As oil  prices  have

increased about 100% this year, and, given that the agreement  by

OPEC  to cut production is approaching expiration in March  2000,

it  is  possible  that volatility will remain on  the  high  end.

Significant  profits  and losses have been and  are  expected  to

continue to be experienced in this market.

     Metals.  The Partnership's primary metals market exposure is

to  fluctuations in the price of gold and silver.   Although  the

Trading  Advisor will, from time to time, trade base metals  such

as  aluminum, copper, zinc, nickel and lead, the principal market

exposures  of the Partnership have consistently been in  precious

metals,  gold  and silver.  A significant amount of exposure  was

evident  in  the  gold  market as the  price  of  gold  increased

dramatically  following bullish comments by the European  Central

Bank.  Silver prices were also volatile over this period, and the

Trading  Advisor  has  taken substantial positions  as  perceived

market  opportunities developed.  Demeter anticipates  that  gold

and silver will remain the primary metals market exposure for the

Partnership.

     Soft  Commodities and Agriculturals. On September 30,  1999,

the  Partnership  had  a reasonable amount  of  exposure  in  the

markets  that  comprise  these sectors.  Most  of  the  exposure,

<PAGE>

however,  was in the coffee, corn and wheat markets.  Supply  and

demand   inequalities,  severe  weather  disruption  and   market

expectations affect price movements in these markets.



Qualitative Disclosures Regarding Non-Trading Risk Exposure

The  following  was  the only non-trading risk  exposure  of  the

Partnership as of September 30, 1999:

     Foreign   Currency  Balances.   The  Partnership's   primary

foreign currency balances are in Japanese yen, Mexican pesos  and

Swiss  francs.  The Partnership controls the non-trading risk  of

these  balances by regularly converting these balances back  into

dollars upon liquidation of the respective positions.



Qualitative Disclosures Regarding Means of Managing Risk Exposure

The  means  by  which  the Partnership and  the  Trading  Advisor

attempt  to  manage the risk of the Partnership's open  positions

are essentially the same in all market categories traded. Demeter

attempts  to  manage  the Partnership's market  exposure  by  (i)

diversifying  the  Partnership's assets  among  different  market

sectors   and  trading  approaches,  and  (ii),  monitoring   the

performance of the Trading Advisor on a daily basis. In addition,

the Trading Advisor 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.







<PAGE>

Demeter monitors and controls the risk of the Partnership's  non-

trading   instrument,  cash,  which  is  the   only   Partnership

investment directed by Demeter, rather than the Trading Advisor.



















































<PAGE>

                   PART II.  OTHER INFORMATION


Item 1.  LEGAL PROCEEDINGS

The  following supplements Legal Proceedings previously disclosed

in the Partnership's March 31, 1999 Form 10-Q:



In  the  New  York  action, the motion  to  dismiss  the  amended

complaint  with prejudice has been fully briefed and  argued  and

the Dean Witter Parties are awaiting the New York Supreme Court's

decision.



In  the  California action, on September 24, 1999,  the  Superior

Court in the State of California entered an order dismissing  the

consolidated amended complaint without prejudice on consent.



Item 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

The   Partnership  registered  3,000,000  Units  pursuant  to   a

Registration  Statement on Form S-1, which  became  effective  on

November 6, 1998 (SEC File Number 333-60097).



The managing underwriter is DWR.



Through  September  30,  1999,  2,282,018.446  Units  were  sold,

leaving  717,981.554 Units unsold as of September 30, 1999.   The

aggregate price of the Units sold through September 30, 1999  was

$21,042,488.





<PAGE>

Since  no expenses are chargeable against proceeds, 100%  of  the

proceeds of the offering have been applied to the working capital

of  the  Partnership for use in accordance with  the  "Investment

Programs, Use of Proceeds and Trading Policies" sections  of  the

prospectus  included as part of the above-referenced Registration

Statement.




Item 6.   Exhibits and Reports on Form 8-K

           (A) Exhibits - None

           (B) Reports on Form 8-K. - None


































<PAGE>








                           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.




                          Morgan Stanley Dean Witter Charter
                          Welton L.P.(Registrant)

                          By: Demeter Management Corporation
                             (General Partner)

November 12, 1999         By:  /s/ Lewis A. Raibley, III
                                   Lewis A. Raibley, III
                                   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.