UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                           FORM 10-Q

[X]   Quarterly  report pursuant to Section 13 or  15(d)  of  the
Securities Exchange Act of 1934
For the quarterly period ended September 30, 2000 or

[  ]   Transition report pursuant to Section 13 or 15(d)  of  the
Securities Exchange Act of 1934
For the transition period from ________________to_____________

Commission File number 0-25607

         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, 2000

<CAPTION>


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

     Statements of Financial Condition September 30, 2000
     (Unaudited) and December 31, 1999..........................2

     Statements of Operations for the Quarters Ended
     September 30, 2000 and 1999 (Unaudited)....................3

     Statements of Operations for the Nine Months Ended
     September 30, 2000 and the Period from March 1, 1999
     (commencement of operations) to September 30, 1999
     (Unaudited)................................................4

     Statements of Changes in Partners' Capital for the
        Nine Months Ended September 30, 2000 and the Period from
        March 1, 1999 (commencement of operations) to
                     September              30,              1999
     (Unaudited).............................5

     Statements of Cash Flows for the Nine Months Ended
     September 30, 2000 and the Period from March 1,
     1999 (commencement of operations) to September 30, 1999
     (Unaudited)................................................6

        Notes to Financial Statements (Unaudited)...............7-
     12

Item 2. Management's Discussion and Analysis of

Financial Condition and Results of Operations.......13-22

Item 3. Quantitative and Qualitative Disclosures about
        Market Risk ........................................22-35

Part II. OTHER INFORMATION

Item 1. Legal Proceedings......................................36

Item 2. Changes in Securities and Use of Proceeds...........36-37

Item 6. Exhibits and Reports on Form 8-K....................37-38
</TABLE>
<PAGE>
<TABLE>
                 PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

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

<CAPTION>

                                    September 30,     December 31
,

2000                                   1999                     $
$
                                    (Unaudited)
ASSETS
<S>
<C>                               <C>
Equity in futures interests trading accounts:
 Cash                               21,289,602    20,297,239
 Net unrealized gain (loss) on open contracts(1,035,664)1,722,849
 Net option premiums                (162,206)         403,312

      Total Trading Equity          20,091,732     22,423,400

Subscriptions receivable               357,914        948,424
Interest receivable (DWR)            109,103          83,547

      Total Assets                20,558,749       23,455,371


LIABILITIES AND PARTNERS' CAPITAL

Liabilities
 Redemptions payable                   274,510        222,634
 Accrued brokerage fees (DWR)          126,016        120,848
 Accrued management fees                36,005         34,528

      Total Liabilities                436,531        378,010

Partners' Capital

 Limited Partners (2,803,923.259 and
   2,554,572.061 Units, respectively)19,892,413    22,813,660
    General Partner (32,392.072 and
       29,528.110 Units, respectively)      229,805     263,701

 Total Partners' Capital            20,122,218     23,077,361

  Total  Liabilities and Partners' Capital   20,558,749     23,45
5,371


NET ASSET VALUE PER UNIT                  7.09            8.93

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


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



<CAPTION>

                              For the Quarters Ended September 30,

                                        2000        1999
                                          $            $


REVENUES
<S>
<C>                    <C>
 Trading loss:
         Realized                            (947,355)(1,102,288)
Net change in unrealized            (978,571)     (282,044)

      Total Trading Results       (1,925,926)(1,384,332)

 Interest Income (DWR)                331,342       176,916
      Total Revenues              (1,594,584)   (1,207,416)

EXPENSES

 Brokerage fees (DWR)                 380,085   296,675
      Management fees                 108,596        84,765
      Total Expenses                  488,681       381,440

NET LOSS                          (2,083,265)  (1,588,856)


NET LOSS ALLOCATION

 Limited Partners                 (2,059,397)(1,571,130)
 General Partner                     (23,868)   (17,726)


NET LOSS PER UNIT

 Limited Partners                      (0.74)     (.85)
 General Partner                       (0.74)       (.85)


<FN>

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

</TABLE>

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

<CAPTION>


For the Period from

March 1, 1999

(commencement
For the Nine Months         of operations) to

Ended September 30,      September 30,
                                      2000            1999
                                        $              $
REVENUES
<S>
<C>                      <C>
 Trading profit (loss):
    Realized                     (1,740,713)     (2,096,441)
      Net change in unrealized   (2,758,513)        470,344
      Total Trading Results      (4,499,226) (1,626,097)
 Interest Income (DWR)               950,936        289,356
      Total Revenues             (3,548,290)   (1,336,741)

EXPENSES

   Brokerage   fees   (DWR)                1,190,990      512,045
Management fees                      340,283        146,299

      Total Expenses               1,531,273        658,344
NET LOSS                         (5,079,563)    (1,995,085)


NET LOSS ALLOCATION

    Limited   Partners                  (5,020,667)   (1,972,182)
General Partner                     (58,896)   (22,903)

NET LOSS PER UNIT

 Limited Partners                     (1.84)     (1.64)
 General Partner                      (1.84)      (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.
           STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
      For the Nine Months Ended September 30, 2000 and 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,
 March 1, 1999
 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





Partners' Capital,
 December 31, 1999  2,584,100.171          $22,813,660           $263,701
$23,077,361
Offering of Units     773,314.065          6,386,584      25,000      6,411,584

Net                                                          Loss
-                                            (5,020,667)           (58,896)
(5,079,563)
Redemptions                                         (521,098.905)
(4,287,164)                        ____-___             (4,287,164)

Partners' Capital,
  September 30, 20002,836,315.331           $19,892,413  $229,805
$20,122,218





<FN>

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


<PAGE>
<TABLE>

         MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P.
                    STATEMENTS OF CASH FLOWS
                           (Unaudited)

<CAPTION>




For the Period from

March 1, 1999

(commencement
For the Nine Months         of operations) to

Ended September 30,     September 30,
                                      2000            1999
                                        $              $


CASH FLOWS FROM OPERATING ACTIVITIES
<S>
<C>                          <C>
 Net loss                         (5,079,563)(1,995,085)
 Noncash item included in net loss:
    Net change in unrealized        2,758,513   (470,344)

 (Increase) decrease in operating assets:
     Net   option   premiums                565,518       215,869
 Interest receivable (DWR)          (25,556)  (68,320)
 Increase in operating liabilities:
        Accrued    brokerage    fees   (DWR)         5,168109,254
    Accrued management fees            1,477      31,215

 Net cash used for operating activities  (1,774,443)  (2,177,411)


CASH FLOWS FROM FINANCING ACTIVITIES

                           Initial                       offering
-                                   5,801,450
    Offering of Units               6,411,584  15,471,038
       (Increase)  decrease  in  subscriptions  receivable590,510
(906,618)
            Increase        in        redemptions         payable
51,876                     128,135
    Redemptions of Units          (4,287,164)   (199,932)

  Net  cash  provided  by  financing  activities     2,766,806  2
0,294,073

 Net increase in cash                 992,363  18,116,662

 Balance at beginning of period    20,297,239_     ___-___
 Balance at end of period          21,289,602  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  unaudited financial statements contained herein include,  in

the  opinion of management, all adjustments necessary for a  fair

presentation of the results of operations and financial condition

of   Morgan   Stanley  Dean  Witter  Charter  Welton  L.P.   (the

"Partnership").   The  financial statements and  condensed  notes

herein  should  be  read  in conjunction with  the  Partnership's

December 31, 1999 Annual Report on Form 10-K.


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

is  a  Delaware 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.



<PAGE>

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




("DWR")  and  an  unaffiliated clearing  commodity  broker,  Carr

Futures  Inc. ("Carr"), provided clearing and execution services.

Demeter  and DWR are wholly-owned subsidiaries of Morgan  Stanley

Dean  Witter  &  Co. Welton Investment Corporation (the  "Trading

Advisor") is the Trading Advisor to the Partnership.



2.  Related Party Transactions

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

interests trading accounts to meet margin requirements as needed.

DWR  pays interest on these funds based on a rate equal  to  that

earned  by  DWR  on  its  U.S. Treasury  bill  investments.   The

Partnership pays brokerage fees to DWR.



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

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

factors which may significantly influence the market value of

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


these contracts, including interest rate volatility.



In  June  1998, the Financial Accounting Standards Board ("FASB")

issued  Statement of Financial Accounting Standard  ("SFAS")  No.

133,   "Accounting   for  Derivative  Instruments   and   Hedging

Activities" effective for fiscal years beginning after  June  15,

2000,  as  amended by SFAS No. 137. The Partnership  adopted  the

provisions  of SFAS No. 133 beginning with the fiscal year  ended

December  31,  1998.  SFAS No. 133 superceded SFAS Nos.  119  and

105,  which  required  the disclosure of average  aggregate  fair

values  and contract/notional values, respectively, of derivative

financial  instruments for an entity that carries its  assets  at

fair  value.  SFAS No. 133 was further amended by SFAS  No.  138,

which  clarifies issues surrounding interest rate  risk,  foreign

currency  denominations,  normal  purchases  and  sales  and  net

hedging.  The application of SFAS No. 133, as amended by SFAS No.

137,  did  not  have  a significant effect on  the  Partnership's

financial  statements, nor will the application of the provisions

of  SFAS  No.  138 have a significant effect on the Partnership's

financial statements.



SFAS  No.  133 defines a derivative as a financial instrument  or

other   contract   that   has  all   three   of   the   following

characteristics:

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


  1)    One  or  more  underlying  notional  amounts  or  payment

     provisions;

2)   Requires no initial net investment or a smaller initial net
investment than would be required relative to changes in market
factors;
3)   Terms require or permit net settlement.


Generally derivatives include futures, forwards, swaps or  option

contracts,   or   other   financial  instruments   with   similar

characteristics such as caps, floors and collars.



The net unrealized gain (loss) on open contracts is reported as a

component  of  "Equity in futures interests trading accounts"  on

the  statements  of financial condition and totaled  $(1,035,664)

and  $1,722,849  at  September 30, 2000 and  December  31,  1999,

respectively.



The net unrealized loss of $1,035,664 and the net unrealized gain

of  $1,722,849  at  September 30, 2000  and  December  31,  1999,

respectively,  related to exchange-traded  futures  and  futures-

styled options contracts.



Exchange-traded futures and futures-styled options contracts held

by the Partnership at September 30, 2000 and December 31, 1999

<PAGE>

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



mature through March 2001 and May 2000, respectively.



The Partnership has credit risk associated with counterparty non-

performance.  The credit risk associated with the instruments  in

which  the  Partnership  is involved is limited  to  the  amounts

reflected in the Partnership's statements of financial condition.



The Partnership also has credit risk because 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

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 (loss) on all open futures  and

futures-styled options contracts, which funds, in the  aggregate,

totaled $20,253,938 and $22,020,088 at September 30, 2000 and



<PAGE>

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




December   31,   1999,  respectively.   With   respect   to   the

Partnership's  off-exchange-traded  forward  currency  contracts,

there  are  no  daily settlements of variations in value  nor  is

there  any requirement that an amount equal to the net unrealized

gain  (loss)  on  open  forward contracts  be  segregated.   With

respect  to those off-exchange-traded forward currency contracts,

the  Partnership  is at risk to the ability  of  Carr,  the  sole

counterparty   on  all  of  such  contracts,  to  perform.    The

Partnership  has a netting agreement with Carr.  This  agreement,

which  seeks to reduce both the Partnership's and Carr's exposure

on   off-exchange-traded  forward  currency   contracts,   should

materially decrease the Partnership's credit risk in the event of

Carr's  bankruptcy or insolvency.  Carr's parent, Credit Agricole

Indosuez,  has guaranteed to the Partnership payment of  the  net

liquidating  value  of  the  transactions  in  the  Partnership's

account with Carr (including foreign currency contracts).















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


Liquidity. The Partnership deposits its assets with DWR  as  non-

clearing  broker and Carr as clearing broker in separate  futures

trading  accounts  established for  the  Trading  Advisor,  which

assets  are  used as margin to engage in trading. The assets  are

held   in  either  non-interest-bearing  bank  accounts   or   in

securities  and instruments permitted by the CFTC for  investment

of  customer  segregated  or secured  funds.   The  Partnership's

assets held by the commodity brokers may be used as margin solely

for  the  Partnership's  trading.  Since the  Partnership's  sole

purpose  is  to  trade in futures, forwards, and options,  it  is

expected  that the Partnership will continue to own  such  liquid

assets for margin purposes.



The  Partnership's investment in futures, forwards,  and  options

may, from time to time, be illiquid.  Most U.S. futures exchanges

limit  fluctuations in prices during a single day by  regulations

referred  to  as  "daily price fluctuations  limits"   or  "daily

limits".   Trades may not be executed at prices beyond the  daily

limit.  If the price for a particular futures or options contract

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

positions  in  that futures or options contract  can  neither  be

taken  nor liquidated unless traders are willing to effect trades

at  or  within the limit.  Futures prices have occasionally moved

the daily limit for several consecutive days with little or

<PAGE>

no   trading.    These  market  conditions  could   prevent   the

Partnership  from  promptly liquidating its  futures  or  options

contracts and result in restrictions on redemptions.



There  is  no limitation on daily price moves in trading  forward

contracts  on  foreign currencies.  The markets  for  some  world

currencies  have low trading volume and are illiquid,  which  may

prevent  the  Partnership from trading in potentially  profitable

markets  or  prevent  the Partnership from  promptly  liquidating

unfavorable   positions  in  such  markets,  subjecting   it   to

substantial  losses.   Either of these  market  conditions  could

result in restrictions on redemptions.



The  Partnership  has  never had illiquidity  affect  a  material

portion of its assets.



Capital  Resources. The Partnership does not have, or  expect  to

have,  any capital assets.  Redemptions, exchanges and  sales  of

additional  units of limited partnership interest ("Units")  will

affect  the  amount of funds available for investment in  futures

interests in subsequent periods.  It is not possible to  estimate

the  amount  and  therefore, the impact of future redemptions  of

Units.







<PAGE>

Results of Operations

General.  The Partnership's results depend on its Trading Advisor

and the ability of the Trading Advisor's trading programs to take

advantage of price movements or other profit opportunities in the

futures  and forwards markets.  The following presents a  summary

of  the  Partnership's operations for the quarter and nine months

ended September 30, 2000 and for the quarter ended September  30,

1999  and  the  period  from  March  1,  1999  (commencement   of

operations)  to September 30, 1999, respectively, and  a  general

discussion of its trading activities during each period.   It  is

important  to note, however, that the Trading Advisor  trades  in

various markets at different times and that prior activity  in  a

particular market does not mean that such market will be actively

traded  by  the  Trading Advisor or will  be  profitable  in  the

future.    Consequently,  the  results  of  operations   of   the

Partnership are difficult to discuss other than in the context of

its  Trading  Advisor's  trading  activities  on  behalf  of  the

Partnership  as a whole and how the Partnership has performed  in

the past.



For the Quarter and Nine Months Ended September 30, 2000

For  the  quarter  ended  September  30,  2000,  the  Partnership

recorded   total  trading  losses  net  of  interest  income   of

$1,594,584  and  posted a decrease in Net Asset Value  per  Unit.

The  most  significant losses of approximately 3.0% were recorded

in the global interest rate futures markets primarily during



<PAGE>

mid  September  from long positions in Australian  interest  rate

futures  as  prices  declined following a  pattern  set  by  U.S.

Treasuries.    In  the  soft  commodities  markets,   losses   of

approximately 2.4% were recorded primarily during mid  July  from

coffee  futures positions as prices moved in an extremely erratic

manner on conflicting weather signals from Brazil.  In the energy

markets,  losses  of  approximately 1.7% were incurred  primarily

during  July from long positions in natural gas futures as prices

declined as a result of lower than normal cooling demand  in  key

consumption areas and an increase in supplies as reported by  the

American  Gas  Association.  Additional losses  were  experienced

during  July  from long futures positions in crude  oil  and  its

related products as prices reversed lower amid growing conviction

that  Saudi  Arabia will follow through with a  pledge  to  boost

production. During late September, losses were also recorded from

long  positions  as  energy prices reversed sharply  lower  after

President  Clinton ordered the release of 30 million  barrels  of

oil  from  the Strategic Petroleum Reserve.  In the global  stock

index   futures  markets,  losses  of  approximately  1.3%   were

experienced  primarily during September from  long  positions  in

U.S.  stock  index  futures as prices fell  on  technology  stock

jitters and fears of a continuous increase in oil prices.  In the

metals markets, losses of approximately 1.0% were recorded during

August  from short nickel futures positions and during  September

from short zinc futures positions as prices increased.  A portion

of the Partnership's overall losses were offset by gains of

<PAGE>

approximately  0.4%  recorded in the currency  markets  primarily

during  August from short positions in the euro as the  value  of

the European common currency weakened versus the U.S. dollar amid

dampened  optimism for economic growth in Europe.  Total expenses

for  the  three  months ended September 30, 2000  were  $488,681,

resulting  in  a  net loss of $2,083,265.  The value  of  a  Unit

decreased  from $7.83 at June 30, 2000 to $7.09 at September  30,

2000.



For  the  nine  months ended September 30, 2000, the  Partnership

recorded   total  trading  losses  net  of  interest  income   of

$3,548,290  and  posted a decrease in Net Asset Value  per  Unit.

The  most  significant losses of approximately 9.7% were recorded

in  the  global  stock  index futures  markets  primarily  during

January  from long positions in U.S. stock index futures as  U.S.

and  European equity prices reversed lower after rallying  higher

in  December  amid fears of interest rate hikes in the  U.S.  and

Europe.  During April, additional losses were recorded from  long

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

declined  following  the  release of an unexpected  jump  in  the

Consumer  Price  Index.   In  the global  interest  rate  futures

markets,  losses  of approximately 4.6% were recorded  throughout

the  majority  of  the  second  and  third  quarters  from  short

positions in German bund futures as prices were pushed higher  by

a rise in U.S. prices.  Additional losses were recorded primarily

during mid September from long positions in Australian interest

<PAGE>

rate  futures as prices declined following a pattern set by  U.S.

Treasuries.   In  the currency markets, losses  of  approximately

4.5%  were experienced primarily during April from long positions

in  the Japanese yen as the value of the yen weakened versus  the

U.S.  dollar  amid  fears of additional  Bank  of  Japan  ("BOJ")

intervention.   During May and June, losses  were  recorded  from

short  positions in the Japanese yen as its value reversed higher

versus the U.S. dollar following hints by BOJ governor Hayami  of

the  possible end of the zero interest rate policy in Japan.   In

the  soft commodities markets, losses of approximately 2.7%  were

recorded  primarily during mid July from coffee futures positions

as  coffee  prices  moved  in  an  extremely  erratic  manner  on

conflicting weather signals from Brazil.  In the metals  markets,

losses of approximately 2.6% resulted primarily during June  from

short  aluminum  futures  positions as  prices  reversed  sharply

higher  at mid month on institutional buying and fears that  U.S.

capacity  could  be  hit further by power shortages.   Additional

losses  were recorded primarily during September from short  zinc

futures  positions  as  prices  increased.   A  portion  of   the

Partnership's   overall   losses  were   offset   by   gains   of

approximately  4.4%  recorded  in the  energy  markets  primarily

during  January  and February from long positions  in  crude  oil

futures  and  its  refined products as oil  prices  increased  on

concerns  about  future output levels from  the  world's  leading

producer  countries  amid  dwindling  stockpiles  and  increasing

demand.  Gains were also recorded during May and June from long

<PAGE>

futures positions in crude oil as the previous upward movement in

oil prices re-emerged amid rising concerns regarding supplies and

production levels.  During August, additional gains were recorded

from long positions in crude oil futures and its related products

as prices increased as ongoing supply concerns outweighed signals

from  Saudi  Arabia  that  it would seek  a  suitable  production

increase  to  ease  the crunch. Additional  gains  were  recorded

during  May, August and September from long positions in  natural

gas  futures as prices continued their upward trend on supply and

storage  concerns.  Total  expenses for  the  nine  months  ended

September  30, 2000 were $1,531,273, resulting in a net  loss  of

$5,079,563. The value of a Unit decreased from $8.93 at  December

31, 1999 to $7.09 at September 30, 2000.


For the Quarter and Seven Months 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 of approximately 8.1% were recorded

from  trading global stock index futures, primarily 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  of  approximately 2.0% were experienced in  the  currency

markets primarily from short positions in the European common

<PAGE>

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 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  of

approximately 0.5% incurred in the global interest  rate  futures

markets  primarily 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  were offset by gains of approximately 2.4%  recorded  in

the energy markets primarily 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  of

approximately 0.7% were recorded in the metals markets  primarily

from  long  positions  in nickel futures  as  base  metal  prices

increased  as  a  result of 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.

<PAGE>

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

Asset   Value   per  Unit.   The  most  significant   losses   of

approximately 13.3% were recorded from trading global stock index

futures,  primarily 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  the

Trading   Advisor's   trend  following   trading   approach   and

concentrated  participation in this  market  sector.   Additional

losses  of  approximately 3.8% were experienced in  the  currency

markets primarily from short positions in the euro 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  of

approximately 1.0% recorded in the energy markets primarily  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.  In  the  global

interest rate futures markets, profits of approximately 1.2% were

<PAGE>

recorded  primarily from short positions in German interest  rate

futures  during July and September as prices continued  lower  on

fears  that  the European Central Bank would also raise  interest

rates.   Additional profits were recorded during June from  short

positions  in Spanish and German bund 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.  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.



Item  3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES  ABOUT  MARKET
RISK

Introduction

The  Partnership is a commodity pool involved in the  speculative

trading  of  futures interests.  The market-sensitive instruments

held  by  the  Partnership are acquired for  speculative  trading

purposes only and, as a result, all or substantially all  of  the

Partnership's  assets  are at risk of trading  loss.   Unlike  an

operating  company, the risk of market-sensitive  instruments  is

central,  not  incidental,  to  the Partnership's  main  business

activities.



The  futures interests traded by the Partnership involve  varying

degrees of market risk.  Market risk is often dependent upon

<PAGE>

changes  in  the level or volatility of interest rates,  exchange

rates,  and  prices  of  financial instruments  and  commodities.

Fluctuations  in market risk based upon these factors  result  in

frequent  changes  in  the fair value of the  Partnership's  open

positions, and, consequently, in its earnings and cash flow.



The  Partnership's  total market risk is  influenced  by  a  wide

variety  of  factors,  including the  diversification  among  the

Partnership's open positions, the volatility present  within  the

markets,  and the liquidity of the markets.  At different  times,

each  of these factors may act to increase or decrease the market

risk associated with the Partnership.



The  Partnership's past performance is not necessarily indicative

of  its future results.  Any attempt to numerically quantify  the

Partnership's  market risk is limited by the uncertainty  of  its

speculative  trading.  The Partnership's speculative trading  may

cause future losses and volatility (i.e. "risk of ruin") that far

exceed  the  Partnership's experiences to date or any  reasonable

expectations based upon historical changes in market value.


Quantifying the Partnership's Trading Value at Risk

The    following    quantitative   disclosures   regarding    the

Partnership's  market  risk  exposures  contain  "forward-looking

statements"  within  the meaning of the safe  harbor  from  civil

liability  provided for such statements by the Private Securities

Litigation Reform Act of

<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 using mark-to-market

accounting  principles.   Any loss in the  market  value  of  the

Partnership's  open  positions  is  directly  reflected  in   the

Partnership's earnings, whether realized or unrealized,  and  its

cash  flow.   Profits and losses on open positions  of  exchange-

traded  futures  interests are settled  daily  through  variation

margin.



The  Partnership's risk exposure in the market sectors traded  by

the  Trading Advisor is estimated below in terms of Value at Risk

("VaR").  The  VaR  model used by the Partnership  includes  many

variables that could change the market value of the Partnership's

trading  portfolio.  The Partnership estimates VaR using a  model

based upon historical simulation with a confidence level of  99%.

Historical  simulation involves constructing  a  distribution  of

hypothetical  daily changes in the value of a trading  portfolio.

The  VaR  model takes into account linear exposures to price  and

interest  rate risk.  Market risks that are incorporated  in  the

VaR  model  include equity and commodity prices, interest  rates,

foreign exchange rates, and correlation among these variables.

<PAGE>

The  hypothetical changes in portfolio value are based  on  daily

percentage changes observed in key market indices or other market

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

sensitive. The historical observation period of the Partnership's

VaR  is  approximately  four years.  The one-day  99%  confidence

level of the Partnership's VaR corresponds to the negative change

in  portfolio value that, based on observed market risk  factors,

would have been exceeded once in 100 trading days.



VaR   models,   including  the  Partnership's,  are  continuously

evolving  as trading portfolios become more diverse and  modeling

techniques  and systems capabilities improve.  Please  note  that

the  VaR  model is used to numerically quantify market  risk  for

historic  reporting purposes only and is not utilized  by  either

Demeter  or  the  Trading 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  primary market risk category at September 30, 2000 and  1999.

As  of  September  30,  2000 and 1999,  the  Partnership's  total

capitalization  was approximately $20 million  and  $19  million,

respectively.





<PAGE>

     Primary Market     September 30, 2000    September 30, 1999
     Risk Category         Value at Risk        Value at Risk

     Interest Rate             (1.09)%              (1.58)%

     Currency                  (1.47)               (1.22)

     Equity                    (0.02)               (0.30)
     Commodity                 (1.73)               (0.95)
     Aggregate Value at Risk   (2.35)%              (2.49)%


Aggregate Value at Risk represents the aggregate VaR of  all  the

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

individual Market 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, 2000  and  1999  only  and  is  not

necessarily representative of either the historic or future  risk

of  an  investment in the Partnership. Because the  Partnership's

only  business  is the speculative trading of futures  interests,

the composition of its trading portfolio can change significantly

over  any given time period, or even within a single trading day.

Any  changes  in  open positions could positively  or  negatively

materially impact market risk as measured by VaR.







<PAGE>

The table below supplements the quarter-end VaR by presenting the

Partnership's high, low and average VaR, as a percentage of total

Net  Assets for the four quarterly reporting periods from October

1, 1999 through September 30, 2000.



Primary Market Risk Category        High       Low       Average

Interest Rate                      (1.30)%   (0.08)%     (0.89)%
Currency                           (1.47)    (0.55)      (1.12)

Equity                             (1.95)    (0.02)      (1.05)

Commodity                          (1.73)    (0.54)      (1.02)

Aggregate Value at Risk            (2.79)%   (1.98)%     (2.33)%


Limitations on Value at Risk as an Assessment of Market Risk

The  face  value  of the market sector instruments  held  by  the

Partnership  is  typically  many  times  the  applicable   margin

requirements.  Margin requirements generally range between 2% and

15%  of  contract face value. Additionally, the use  of  leverage

causes  the face value of the market sector instruments  held  by

the   Partnership   to  typically  be  many   times   the   total

capitalization   of   the  Partnership.    The   value   of   the

Partnership's open positions thus creates a "risk  of  ruin"  not

typically found in other investments.  The relative size  of  the

positions held may cause the Partnership to incur losses  greatly

in excess of VaR within a short period of time, given the effects

of the leverage employed and market volatility.  The VaR tables



<PAGE>

above,  as well as the past performance of the Partnership,  give

no  indication  of  such "risk of ruin". In  addition,  VaR  risk

measures   should  be  viewed  in  light  of  the   methodology's

limitations, which include the following:

     past  changes in market risk factors will not always result

  in accurate predictions of the distributions and correlations of

  future market movements;

     changes  in portfolio value in response to market movements

  may differ from those of the VaR model;

    VaR results reflect past trading positions while future risk

  depends on future positions;

     VaR using a one-day time horizon does not fully capture the

  market  risk of positions that cannot be liquidated  or  hedged

  within one day; and

     the  historical  market  risk  factor  data  used  for  VaR

  estimation  may provide only limited insight into  losses  that

  could be incurred under certain unusual market movements.



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

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

aggregate basis at September 30, 2000 and for the end of the four

quarterly   reporting  periods  from  October  1,  1999   through

September  30, 2000.  Since VaR is based on historical data,  VaR

should  not  be viewed as predictive of the Partnership's  future

financial performance or its ability to manage or monitor risk.

<PAGE>

There can be no assurance that the Partnership's actual losses on

a  particular day will not exceed the VaR amounts indicated above

or  that  such losses will not occur more than 1 in  100  trading

days.



Non-Trading Risk

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

balances  not needed for margin.  These balances and  any  market

risk  they may represent are immaterial.  At September  30,  2000

the  Partnership's cash balance at DWR was approximately  84%  of

its  total  Net Asset Value.    A decline in short-term  interest

rates  will  result  in  a  decline  in  the  Partnership's  cash

management   income.  This  cash  flow  risk  is  not  considered

material.



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

assessment  of  reasonably  possible  market  movements  and  any

associated  potential losses, taking into account  the  leverage,

optionality and multiplier features of the Partnership's  market-

sensitive instruments.



Qualitative Disclosures Regarding Primary Trading Risk Exposures

The following qualitative disclosures regarding the Partnership's

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

statements of historical fact and (B) the descriptions of how the



<PAGE>

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, 2000, by market sector.   It  may

be  anticipated  however, that these market exposures  will  vary

materially over time.



Interest Rate. The primary market exposure at September 30,  2000

was in the interest rate sector.  Exposure was primarily spread

<PAGE>

across  the  German, Japanese, U.S. and Australian 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.

The  G-7  countries  consist of France, U.S.,  Britain,  Germany,

Japan,  Italy  and Canada.  However, the Partnership  also  takes

futures  positions  in the government debt of smaller  nations  -

e.g.  Australia.   Demeter anticipates that  G-7  and  Australian

interest rates will remain the primary interest rate exposure  of

the  Partnership  for  the foreseeable future.   The  changes  in

interest  rates  that  have the most significant  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 at September  30,

2000  was  in  the currency complex.  The Partnership's  currency

exposure is to exchange rate fluctuations, primarily fluctuations

<PAGE>

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.  At September  30,  2000,

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 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, 2000, the Partnership's  primary

exposure  was in the S&P 500 (U.S.) stock index.  The Partnership

is  primarily  exposed  to the risk of adverse  price  trends  or

static markets in the U.S. stock index.  Static markets would not

cause major market changes but would make it difficult for the



<PAGE>

Partnership  to  avoid  being  "whipsawed"  into  numerous  small

losses.



Commodity.

Energy.  On September 30, 2000, the Partnership's energy exposure

was  shared primarily by futures contracts in the crude  oil  and

natural  gas  markets.  Price movements in these  markets  result

from political developments in the Middle East, weather patterns,

and  other economic fundamentals.  It is possible that volatility

will  remain  high.  Significant profits and losses,  which  have

been  experienced  in the past, are expected to  continue  to  be

experienced in this market.  Natural gas has exhibited volatility

in  prices resulting from weather patterns and supply and  demand

factors and may continue in this choppy pattern.



Metals.    The  Partnership's  metals  market  exposure   is   to

fluctuations  in  the price of base metals.   During  periods  of

volatility,  base  metals  will affect performance  dramatically.

Demeter  anticipates that the base metals will remain the primary

metals market exposure of the Partnership.



Soft  Commodities and Agriculturals.  On September 30, 2000,  the

Partnership  had  exposure  in the markets  that  comprise  these

sectors.   Most  of the exposure, however, was in the  wheat  and

cotton markets.  Supply and demand inequalities, severe weather



<PAGE>

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, 2000:



Foreign  Currency  Balances.  The Partnership's  primary  foreign

currency  balances at September 30, 2000 were  in  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  Partnership and the Trading Advisor, separately, attempt  to

manage   the   risk  of  the  Partnership's  open  positions   in

essentially  the  same  manner in all market  categories  traded.

Demeter  attempts  to manage market exposure by diversifying  the

Partnership's assets among different market sectors  and  trading

approaches, and monitoring the performance of the Trading Advisor

daily.    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.   Cash  is  the   only   Partnership

investment directed by Demeter, rather than the Trading Advisor.















































<PAGE>

                   PART II.  OTHER INFORMATION


Item 1.  LEGAL PROCEEDINGS

Please  refer  to Legal Proceedings previously disclosed  in  the

Partnership's Form 10-Q for the quarter ended March 31, 2000  and

Form 10-K for the year ended December 31, 1999.



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 Partnership registered an additional 6,000,000 Units pursuant

to  a  new  Registration  Statement on  form  S-1,  which  became

effective on March 27, 2000 (SEC File Number 333-91567).



The managing underwriter for the Partnership is DWR.



Units are being sold at monthly closings at a price equal to 100%

of  the  Net Asset Value per Unit as of the close of business  on

the last day of each month.



Through  September  30,  2000,  3,388,523.293  Units  were  sold,

leaving 5,611,476.707 Units unsold.  The aggregate price of the

Units sold through September 30, 2000 was $30,227,112.



<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  "Use  of

Proceeds" section of the prospectus included as part of the above

referenced Registration Statement.

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

     (A)  Exhibits

   3.01   Form   of  Amended  and  Restated  Limited  Partnership
          Agreement  of the Partnership, dated as of October  31,
          2000, is incorporated by reference to Exhibit A of  the
          Partnership's Prospectus, dated October 11, 2000, filed
          with the Securities and Exchange Commission pursuant to
          Rule  424(b)(3) under the Securities Act  of  1933,  as
          amended, on October 13, 2000.

  3.02   Certificate of Limited Partnership, dated July 15, 1998,
       is  incorporated  by  reference to  Exhibit  3.01  of  the
       Partnership's Form 10-Q (File No. 0-25607) for the        quarter
       ended March 31, 1999.

 10.01        Management Agreement, dated as of November 6, 1998,
      among the Partnership, Demeter Management Corporation,     and
      Welton Investment Corporation, is incorporated by      reference
      to Exhibit 10.01 of the Partnership's Form 10-    Q (File No. 0-
      25607) for the quarter ended March 31,       1999.

 10.02         Customer Agreement, dated as of November 6,  1998,
      between  the Partnership and Dean Witter Reynolds  Inc.  is
      incorporated   by  reference  to  Exhibit  10.02   of   the
      Partnership's  Form  10-Q  (File  No.  0-25607)   for   the
      quarter ended March 31, 1999.

 10.03         Customer Agreement, dated as of November 6,  1998,
      among    the Partnership, Carr Futures, Inc., and Dean Witter
      Reynolds Inc. is incorporated by reference to Exhibit      10.03
      of the Partnership's Form 10-Q (File No. 0-25607)    for the
      quarter ended March 31, 1999.

  10.04   International Foreign Exchange Master Agreement,  dated
          as  of  November  6, 1998, between the Partnership  and
          Carr  Futures,  Inc. is incorporated  by  reference  to
          Exhibit 10.04 of the Partnership's Form 10-Q (File  No.
          0-25607) for the quarter ended March 31, 1999.
<PAGE>
  10.05   Subscription  and  Exchange  Agreement  and  Power   of
          Attorney  to be executed by each purchaser of Units  is
          incorporated  by  reference  to  Exhibit   B   of   the
          Partnership's Prospectus dated October 11, 2000,  filed
          with the Securities and Exchange Commission pursuant to
          Rule  424(b)(3) under the Securities Act  of  1933,  as
          amended, on October 13, 2000.

  10.06   Escrow  Agreement, dated November 6,  1998,  among  the
          Partnership,   Demeter  Management  Corporation,   Dean
          Witter Reynolds Inc., and Chemical Bank is incorporated
          by reference to Exhibit 10.06 of the Partnership's Form
          10-Q (File No. 0-25607) for the quarter ended March 31,
          1999.

  10.07     Subscription Agreement Update Form is incorporated by
          reference to Exhibit C of the Partnership's Prospectus dated
          October 11, 2000, filed with the Securities and Exchange
          Commission pursuant to Rule 424(b)(3) under the Securities Act of
          1933, as amended, on October 13, 2000.

     (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 13, 2000          By:/s/ Raymond E. Koch____________
Raymond E. Koch
                                  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.