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 June 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

                        June 30, 1999

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

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

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

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

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

     Statement of Cash Flows for the Period from March
     1, 1999 (commencement of operations) to
     June 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 ....................................... 21-32

Part II. OTHER INFORMATION

Item 1. Legal Proceedings....................................  33

Item 2. Change in Securities and Use of Proceeds.............  33

Item 6. Exhibits and Reports on Form 8-K.....................  34


</TABLE>







<PAGE>
<TABLE>


                 PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

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

<CAPTION>

                                                        June 30,
                                                          1999
                                                            $
                                                        (Unaudited)
ASSETS
<S>                                                 <C>
Equity in futures interests trading accounts:
 Cash                                                  12,274,580
 Net       unrealized      gain      on      open       contracts
 752,388
 Net                        option                       premiums
 (178,547)

      Total Trading Equity                     12,848,421

Subscriptions  receivable                               1,740,035
Interest receivable (DWR and Carr)                    38,708

                              Total                        Assets
14,627,164

LIABILITIES AND PARTNERS' CAPITAL

Liabilities

 Accrued             brokerage             fee              (DWR)
 72,440                               Accrued management fee              20,697
                           Total                      Liabilities
93,137

Partners' Capital

 Limited Partners (1,559,588.672 Units)       14,369,204
 General Partner (17,889.327 Units)                164,823
 Total Partners' Capital                       14,534,027

Total        Liabilities       and       Partners'        Capital
14,627,164

NET            ASSET           VALUE           PER           UNIT
9.21
<FN>
          The accompanying notes are an integral part
</TABLE>         of these financial statements.

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



<CAPTION>

For the

Quarter Ended
                                         June 30, 1999
                                                         $
REVENUES
<S>
<C>
 Trading profit (loss):
    Realized                                   (536,301)
    Net change in unrealized                           720,358

      Total Trading Results                     184,057

 Interest Income (DWR and Carr)                   91,962

      Total Revenues                            276,019

EXPENSES

 Brokerage fees (DWR)                         181,528
 Management fee                                 51,865

    Total Expenses                             233,393

NET INCOME                                       42,626


NET INCOME ALLOCATION

 Limited Partners                                42,391
 General Partner                                         235

NET LOSS PER UNIT

 Limited     Partners                                       (.02)
 General                                                  Partner
 (.02)

<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
                                         June 30, 1999
                                                         $
REVENUES
<S>
<C>
 Trading profit (loss):
    Realized                                   (994,153)
    Net change in unrealized                   752,388

      Total Trading Results                    (241,765)

 Interest Income (DWR and Carr)                 112,440

      Total Revenues                           (129,325)

EXPENSES

 Brokerage fees (DWR)                         215,370
 Management fee                                 61,534

    Total Expenses                             276,904

NET LOSS                                      (406,229)


NET LOSS ALLOCATION

 Limited Partners                            (401,052)
 General Partner                                 (5,177)

NET LOSS PER UNIT

                         Limited                         Partners
(.79)
                          General                         Partner
(.79)

<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 June 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     997,332.947                  9,038,806     100,000
9,138,806

Net Loss             -                          (401,052)            (5,177)
(406,229)

Partners' Capital,
 June 30, 1999     1,577,477.999           $14,369,204           $164,823
$14,534,027











<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
                                            June 30, 1999

$
CASH FLOWS FROM OPERATING ACTIVITIES
<S>
<C>
Net                                                          loss
(406,229)
Noncash item included in net loss:
    Net change in unrealized                    (752,388)
    Net option premiums                         178,547

Increase in operating assets:
    Interest receivable (DWR and Carr)           (38,708)

Increase in operating liabilities:
             Accrued         brokerage         fee          (DWR)
72,440
                 Accrued              management              fee
20,697

Net       cash       used      for      operating      activities
(925,641)

CASH FLOWS FROM FINANCING ACTIVITIES

 Initial offering                             5,801,450
 Offering of units                              9,138,806
        Increase        in        subscriptions        receivable
(1,740,035)


Net      cash      provided      by     financing      activities
13,200,221

Net                increase                in                cash
12,274,580

Balance          at         beginning          of          period
-

Balance           at           end           of            period
12,274,580

<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 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 to perform  under

the

<PAGE>

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




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 the quarter that ended 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 $752,388 at June

30, 1999.



The entire $752,388 net unrealized gain on open contracts at June

30, 1999 related to exchange-traded futures contracts.

<PAGE>

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




Exchange-traded futures contracts held by the Partnership at June

30, 1999 mature through December 1999.



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

$13,026,968 at June 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 Four Months Ended June 30, 1999

For  the  quarter  ended June 30, 1999, the Partnership  recorded

total trading revenues including interest income of $276,019  and

posted  a  small  increase in Total Net Assets.  Due  to  monthly

fluctuations  in  Net  Asset Value per Unit  and  the  timing  of

monthly   subscriptions,  Net  Asset  Value  per  Unit  decreased

slightly  for  the  quarter.  The most  significant  losses  were

recorded  from  long positions in natural gas futures  as  prices

dropped   during  mid-June  on  reports  of  higher-than-expected

storage levels and a break in a heat wave in key consumption



<PAGE>

areas  of  the U.S.  In metals, losses were incurred  during  May

from  long  futures  positions in  most  base  metals  as  prices

reversed sharply lower amid increased supply, low demand  and  as

the  likelihood of a production cut faded.  Smaller  losses  were

recorded from crossrate currency transactions, specifically short

positions  in  the  European  common  currency  relative  to  the

Japanese  yen,  as the value of the euro climbed versus  the  yen

during  mid-May following comments by Japanese finance  officials

that the subsequent decline in the yen versus the U.S. dollar was

rapid but not concerning.  These losses were partially offset  by

gains  recorded  during  June from short  positions  in  European

interest  rate  futures,  particularly 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 gains were  recorded  from  long

positions  in U.S. stock index futures as domestic equity  prices

rose during June following the release of U.S. economic data that

calmed  investor fears of any extreme action by the Federal  Open

Market   Committee.  Smaller  gains  were  recorded  from   short

positions in lean hog futures as prices declined sharply  due  to

reports  of an inventory surplus.  Total expenses for  the  three

months ended June 30, 1999 were $233,393, resulting in net income

of  $42,626.  The value of a Unit decreased from $9.23  at  March

31, 1999 to $9.21 at June 30, 1999.



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

June 30, 1999, the Partnership recorded total trading losses  net

of interest income of $129,325 and posted a decrease in Net Asset

Value per Unit. The most significant losses were recorded from

<PAGE>

long  positions  in natural gas futures as prices dropped  during

mid-June on reports of higher-than-expected storage levels and  a

break  in  a heat wave in key consumption areas of the  U.S.   In

metals,  losses  were  incurred  during  May  from  long  futures

positions  in  most base metals as prices reversed sharply  lower

amid  increased  supply, low demand and as the  likelihood  of  a

production  cut  faded.   Smaller losses were  recorded  in  this

market complex during March from short aluminum futures positions

as  prices  increased  as strong demand from  the  U.S.  prompted

shipments  from Europe amid a drawdown in supply.  In currencies,

losses  were  recorded  during  March  from  short  Japanese  yen

positions as the value of the yen increased relative to the  U.S.

dollar  amid  positive investor reaction to the Bank  of  Japan's

decision  to leave the official discount rate unchanged.   Losses

were  also recorded from short yen positions during June  as  the

yen's  value temporarily strengthened versus the U.S.  dollar  on

optimism  regarding  the  Japanese economy.   These  losses  were

mitigated by gains from short positions in European interest rate

futures, particularly Spanish and German bond futures, as  prices

declined  during June amid dampened sentiment regarding  economic

unity in that region and on fears of an interest rate hike in the

U.S.   Smaller profits were recorded from short positions in lean

hog  futures  as  prices declined sharply due to  reports  of  an

inventory surplus.  Total expenses for the period from  March  1,

1999 (commencement of operations) to June 30, 1999 were $276,904,

resulting  in  a  net  loss of $406,229.  The  value  of  a  Unit

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

operations) to $9.21 at June 30, 1999.

<PAGE>

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

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

<PAGE>

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.



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

<PAGE>

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

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

<PAGE>

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 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

<PAGE>

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

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.





<PAGE>

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 June 30, 1999.  As of June 30, 1999, the

Partnership's total capitalization was approximately $14 million.

     Primary Market             June 30, 1999
     Risk Category              Value at Risk

     Equity                        (4.75)%

     Interest Rate                 (0.86)

     Currency                      (1.12)

     Commodity                          (0.60)

      Aggregate Value at Risk      (5.02)%



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.







<PAGE>

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

positions   at  June  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 two quarterly reporting periods at March  31,

1999 and at June 30, 1999.


Primary Market Risk Category       High      Low       Average

Equity                            (4.75)%   (0.16)%     (2.46)%

Interest Rate                     (0.86)    (0.44)      (0.65)

Currency                          (1.12)    (0.99)      (1.05)

Commodity                         (0.60)    (0.19)      (0.40)

Aggregate Value at Risk           (5.02)%   (1.08)%     (3.05)%


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

<PAGE>

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.



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 June 30, 1999 and for the  end  of  the  two

quarterly  reporting periods at March 31, 1999 and  at  June  30,

1999. Since VaR is based on historical data, VaR should not be

<PAGE>

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

70%) 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.



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  -



<PAGE>

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 June 30, 1999, by market sector.   It  may  be

anticipated  however,  that  these  market  exposures  will  vary

materially over time.

      Equity.  The  primary trading risk market exposure  in  the

Partnership  is  in the stock index sector.  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 June  30,  1999,  the

Partnership's primary exposures were in the S&P 500 (U.S.),

<PAGE>

NASDAQ  (U.S.),  Hang  Seng  (China)  and  Nikkei  (Japan)  stock

indices.   The Partnership is primarily exposed to  the  risk  of

adverse price trends or static markets in the U.S., European  and

Japanese  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).

      Interest Rate. The second largest market exposure  at  June

30,  1999 was in the interest rate complex.  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  and

Spain.   Demeter  anticipates that G-7  and  Australian  interest

rates  will  remain  the primary interest rate  exposure  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



<PAGE>

change  in  short-term  rates would have  little  effect  on  the

Partnership, were the medium-to-long term rates to remain steady.

     Currency. 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  in  a large number of currencies,  including

cross-rates - i.e., positions between two currencies  other  than

the   U.S.   dollar.   For  the  second  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.

     Commodity.

     Soft  Commodities and Agriculturals.  On June 30, 1999,  the

Partnership  had a reasonable amount of exposure in  the  markets

that comprise these sectors.  Most of the exposure, however,  was

in the coffee, corn and cotton markets.  Supply and demand

     <PAGE>

     inequalities,   severe   weather   disruption   and   market

expectations affect price movements in these markets.

     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, nickel and lead, the principal market exposures  of

the  Partnership are expected to be in precious metals, gold  and

silver.   In general, gold trading has been increasingly  limited

due  to  the long-lasting and mainly non-volatile decline in  the

price  of gold over the last 10-15 years. However, silver  prices

have  remained volatile over this period, and the Trading Advisor

is  expected to have, from time to time, substantial positions as

they   perceive   market  opportunities   to   develop.   Demeter

anticipates  that gold and silver will remain the primary  metals

market exposure for the Partnership.

     Energy.  On June 30, 1999, the Partnership's energy exposure

was  shared  by  futures contracts in the  oil  and  natural  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  broken  out  of  low

price  ranges  achieved in 1998, it is possible  that  volatility

will  increase as well.  Significant profits and losses have been

and  are  expected to continue to be experienced in this  market.

Natural gas, also a primary energy market exposure, has exhibited

more  volatility than the oil markets on an intra-day  and  daily

basis and is expected to continue in this choppy pattern.



<PAGE>

Qualitative Disclosures Regarding Non-Trading Risk Exposure

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

Partnership as of June 30, 1999:



Foreign  Currency  Balances.  The Partnership's  primary  foreign

currency  balances  are in Mexican pesos,  Swiss  francs,  euros,

British  pounds and Japanese yen.  The Partnership  controls  the

non-trading risk of these balances by regularly converting  these

balances  back  into dollars upon liquidation of  the  respective

position.



Qualitative Disclosures Regarding Means of Managing Risk Exposure

The  means  by  which  the Partnership and the  Trading  Advisor,

severally,  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.



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

trading   instruments,  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:



With   respect   to  the  plaintiff's  consolidated   action   in

California, on July 1, 1999, the Superior Court of the  State  of

California, ruling from the bench, denied the plaintiffs'  motion

to have their lawsuit certified as a class action, stating, among

other  things,  that plaintiffs' lawsuit did not  present  common

questions of fact.



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  June  30, 1999, 1,559,588.672 Units were  sold,  leaving

1,440,411.328  Units unsold as of June 30, 1999.   The  aggregate

price of the Units sold through June 30, 1999 was $14,770,256.



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 Registration Statement.


<PAGE>



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)

August 13, 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.