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 No. 0-25603

         MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P.

     (Exact name of registrant as specified in its charter)


          Delaware                                13-4018068
(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 GRAHAM 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-
     13

Item 2. Management's Discussion and Analysis of

Financial Condition and Results of Operations.......14-24

Item 3. Quantitative and Qualitative Disclosures about
        Market Risk ........................................24-37

Part II. OTHER INFORMATION

Item 1. Legal Proceedings......................................38

Item 2. Changes in Securities and Use of Proceeds...........38-39

Item 6. Exhibits and Reports on Form 8-K....................39-40
</TABLE>
<PAGE>
<TABLE>
                 PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         MORGAN STANLEY DEAN WITTER CHARTER GRAHAM 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                              21,318,778      19,067,800
  Net  unrealized gain (loss) on open contracts    (199,496)    1
,070,531

      Total Trading Equity          21,119,282     20,138,331

Subscriptions receivable               397,301        811,200
Interest receivable (DWR)              109,027         78,774

      Total Assets                 21,625,610      21,028,305


LIABILITIES AND PARTNERS' CAPITAL

Liabilities
 Redemptions payable                   258,909        228,143
 Accrued brokerage fees (DWR)          124,928        108,150
 Accrued management fees                35,693         30,900

      Total Liabilities                419,530        367,193

Partners' Capital

 Limited Partners (2,274,670.637 and
   1,984,358.367 Units, respectively)20,967,481    20,424,608
 General Partner (25,884.600 and
        22,977.618 Units, respectively)      238,599     236,504

 Total Partners' Capital            21,206,080     20,661,112

  Total  Liabilities and Partners' Capital    21,625,610     21,0
28,305


NET ASSET VALUE PER UNIT                  9.22          10.29


<FN>

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


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

<CAPTION>



                              For the Quarters Ended September 30,

                                        2000        1999
                                          $            $
REVENUES
<S>                                       <C>         <C>
 Trading profit (loss):
           Realized                              1,202,005499,551
Net change in unrealized            (358,485)     265,345

      Total Trading Results           843,520   764,896

 Interest Income (DWR)                315,541     146,592
      Total Revenues                1,159,061   911,488

EXPENSES

 Brokerage fees (DWR)                 360,265   247,317
      Management fees                 102,933       70,662
      Total Expenses                  463,198     317,979

NET INCOME                            695,863     593,509


NET INCOME ALLOCATION

 Limited Partners                     688,016   586,822
 General Partner                        7,847      6,687


NET INCOME PER UNIT

 Limited Partners                         .31       .31
 General Partner                          .31        .31


<FN>





          The accompanying notes are an integral part
                 of these financial statements.
</TABLE>
<PAGE>
<TABLE>
         MORGAN STANLEY DEAN WITTER CHARTER GRAHAM 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                       (459,075)      227,946
      Net change in unrealized   (1,270,027)     705,148
      Total Trading Results      (1,729,102)    933,094
                Interest               Income               (DWR)
872,695                              231,755

      Total Revenues               (856,407)   1,164,849

EXPENSES

   Brokerage   fees   (DWR)                1,117,185      411,520
Management           fees                                 319,196
117,577
 Incentive fees                       89,338 _____-___

      Total Expenses               1,525,719     529,097
NET INCOME (LOSS)                (2,382,126)      635,752

NET INCOME (LOSS) ALLOCATION

    Limited   Partners                  (2,354,221)       628,398
General Partner                     (27,905)      7,354

NET LOSS PER UNIT

 Limited Partners                     (1.07)      (.07)
 General Partner                      (1.07)       (.07)

<FN>



          The accompanying notes are an integral part
                 of these financial statements.
</TABLE>
<PAGE>
<TABLE>
         MORGAN STANLEY DEAN WITTER CHARTER GRAHAM  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   436,313.664  $4,303,136  $60,000  $4,363,136

Offering                         of                         Units
1,345,887.011           12,564,328  140,000  12,704,328

Net                                                        Income
-                               628,398                     7,354
635,752

Redemptions           (9,234.782)       (89,916)_____-__       (8
9,916)

Partners' Capital,
 September 30, 1999 1,772,965.893 $17,405,946 $207,354$17,613,300




Partners' Capital,
 December 31, 1999  2,007,335.985$20,424,608  $236,504$20,661,112

Offering of Units     691,400.028  6,807,307    30,000 6,837,307

Net                                                          Loss
-                                (2,354,221)  (27,905)(2,382,126)

Redemptions
(398,180.776)         (3,910,213)   _____-__    (3,910,213)

Partners' Capital,
 September 30, 2000 2,300,555.237 $20,967,481 $238,599$21,206,080



<FN>





           The accompanying notes are an integral part
                 of these financial statements.
</TABLE>
<PAGE>
<TABLE>
         MORGAN STANLEY DEAN WITTER CHARTER GRAHAM 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 income (loss)                (2,382,126) 635,752
 Noncash item included in net income (loss):
    Net change in unrealized        1,270,027   (705,148)
 Increase in operating assets:
   Interest receivable (DWR)        (30,253)  (60,067)
 Increase in operating liabilities:
      Accrued   brokerage   fees  (DWR)         16,778     96,689
Accrued management fees                  4,793     27,626
 Net cash used for operating activities (1,120,781)     (5,148)


CASH FLOWS FROM FINANCING ACTIVITIES

                         Initial                         offering
-                                               4,363,136
 Offering of Units                  6,837,30712,704,328
      (Increase)   decrease  in  subscriptions  receivable413,899
(866,159)
          Increase         in         redemptions         payable
30,766                                 42,872
 Redemptions of Units   (3,910,213)                  (89,916)
 Net cash provided by financing activities   3,371,759 16,154,261

 Net increase in cash               2,250,978  16,149,113

 Balance at beginning of period    19,067,800______-___

 Balance at end of period          21,318,778  16,149,113



<FN>


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




<PAGE>

         MORGAN STANLEY DEAN WITTER CHARTER GRAHAM 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  Graham  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 Graham 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  Millburn

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

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


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

Demeter  and DWR are wholly-owned subsidiaries of Morgan  Stanley

Dean  Witter & Co.  Graham Capital Management L.P. (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

these contracts, including interest rate volatility.



<PAGE>

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


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 GRAHAM 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 $(199,496) and

$1,070,531  at  September  30,  2000  and  December   31,   1999,

respectively.



Of  the  $199,496  net  unrealized  loss  on  open  contracts  at

September 30, 2000, $(111,823) related to exchange-traded futures

contracts  and  $(87,673) related to off-exchange-traded  forward

currency contracts.





<PAGE>

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


Of  the  $1,070,531  net unrealized gain  on  open  contracts  at

December 31, 1999, $1,133,461 related to exchange-traded  futures

contracts  and  $(62,930) related to off-exchange-traded  forward

currency contracts.



Exchange-traded  futures contracts held  by  the  Partnership  at

September  30,  2000 and December 31, 1999 mature  through  March

2002  and  June  2001, respectively. Off-exchange-traded  forward

currency contracts held by the Partnership at September 30,  2000

and December 31, 1999 mature through January 2001 and April 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



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


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  $21,206,955 and $20,201,261 at September  30,  2000  and

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



<PAGE>

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




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 no



<PAGE>

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 ("Unit(s)")  in

the  future  will  affect  the  amount  of  funds  available  for

investments  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, forwards and options 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 revenues including  interest  income  of

$1,159,061 and posted an increase in Net Asset Value per Unit.







<PAGE>

The most significant gains of approximately 3.5% were recorded in

the currency markets primarily during August from short positions

in  the  euro  as its value weakened versus the U.S. dollar  amid

dampened  optimism  for  continued  economic  growth  in  Europe.

Additional  gains were recorded from short positions in  the  New

Zealand  and Australian dollars as the value of these  currencies

weakened  relative  to the U.S. dollar after  worse-than-expected

trade  figures  were released.  In the energy markets,  gains  of

approximately  2.6%  were recorded primarily  during  August  and

September  from long positions in natural gas futures  as  prices

moved  higher amid supply and storage concerns.  Additional gains

were  recorded during August from long futures positions in crude

oil  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.  In

the  metals markets, profits of approximately 0.6% were  recorded

primarily  during  mid-September from long  positions  in  copper

futures as prices rose due to a rise in COMEX copper stocks.   In

the  global interest rate futures markets, gains of approximately

0.2% were recorded primarily during August from long positions in

long-term  U.S.  interest rate futures as  domestic  bond  prices

increased  after  the Federal Reserve left its  key  bank-lending

rate  steady  amid  signs of moderation  for  the  U.S.  economic

expansion.   During  September, gains  were  recorded  from  long

positions  in  U.S. euro dollar cross-rate futures  as  investors

shifted from longer-term debt into shorter dated instruments.  A

<PAGE>

portion  of the Partnership's overall gains was partially  offset

by  losses  of  approximately 1.3% recorded in the  global  stock

index  futures  markets  primarily  during  late-July  from  long

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

declined  as  renewed fears that the Federal Reserve  will  raise

interest  rates exacerbated concerns that corporate earnings  may

be  slowing.   During September, losses were also  recorded  from

long  positions as domestic stock prices fell on technology stock

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

agricultural markets, losses of approximately 0.6% were  incurred

primarily  during  late-August from short positions  in  soybeans

futures as prices surged on expectations that the searing heat in

the  U.S.  delta will trim this year's production.   Losses  were

also recorded during August and September from short positions in

wheat  futures  as  prices moved higher.   In  soft  commodities,

losses of approximately 0.3% were recorded primarily during  July

and  early  August from short cotton futures positions as  prices

increased  on  forecasts  for hot and dry  weather,  which  would

shrink  crop  sizes.  Total expenses for the three  months  ended

September  30,  2000 were $463,198, resulting in  net  income  of

$695,863.  The value of a Unit increased from $8.91 at  June  30,

2000 to $9.22 at September 30, 2000.









<PAGE>

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

recorded  total trading losses net of interest income of  856,407

and  posted  a  decrease in Net Asset Value per  Unit.  The  most

significant  losses of approximately 13.1% were recorded  in  the

global  interest  rate futures markets primarily during  February

from  short positions in short and medium-term U.S. Treasury note

futures as prices rose in late February as the U.S. stock markets

fluctuated  and  investors shifted assets to short-term  Treasury

notes from stocks and 30 year bonds.  During April and early May,

additional  losses  were  recorded from long  positions  in  U.S.

interest rate futures as prices declined amid fears of additional

interest   rate  hikes  by  the  U.S.  Federal  Reserve.    Newly

established short positions incurred additional losses  later  in

May  and during June as prices moved higher amid signs that  U.S.

economic  growth  has  slowed  and the  prospects  of  additional

interest rate hikes by the Federal Reserve were fading.   In  the

agricultural   markets,   losses  of  approximately   4.7%   were

experienced throughout a majority of the second quarter from long

positions in corn and soybean futures as prices declined  due  to

forecasts  for  heavy rain in the U.S. growing regions.   In  the

global stock index futures markets, losses of approximately  4.4%

were  recorded primarily during April from long positions in U.S.

stock index futures as domestic equity prices declined amid fears

of  inflation and concerns that the Federal Reserve may  need  to

raise  interest rates more aggressively.  Additional losses  were

experienced during late-July from long positions in U.S. stock

<PAGE>

index  futures  as U.S. equity prices declined as  renewed  fears

that  the  Federal Reserve will raise interest rates  exacerbated

concerns   that  corporate  earnings  may  be  slowing.    During

September,  losses were recorded from long positions as  domestic

stock  prices  fell on technology stock jitters and  fears  of  a

continuous increase in oil prices.  In the metals markets, losses

of  approximately  2.1%  were  experienced  primarily  from  long

aluminum and copper futures positions as prices reversed lower in

early  February  due  primarily  to  technically  based  selling.

During  April  and  May, additional losses were experienced  from

long  positions  in copper, zinc and nickel as most  base  metals

prices  moved  lower.   A  portion of the  Partnership's  overall

losses  was  partially  offset by gains  of  approximately  10.7%

recorded in the energy markets primarily during January and March

from long futures positions in crude oil and its related products

as  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, June

and  August  from  long futures positions in  crude  oil  as  the

previous  upward  movement in oil prices  reemerged  amid  rising

concerns  regarding  supplies and production levels.   Additional

gains  were recorded during May, August and September  from  long

positions in natural gas futures as prices continued their upward

trend,  as data released by the American Gas Association  further

confirmed fears that inventory levels remain low and amid  supply

and storage concerns.  In the currency markets, gains of

<PAGE>

approximately 6.2% were produced primarily during January,  April

and  August from short positions in the euro and Swiss  franc  as

the  value  of these currencies weakened versus the  U.S.  dollar

amid  skepticism  about Europe's economic outlook,  and  lack  of

public  support  for the economy from European officials.   Total

expenses  for  the  nine  months ended September  30,  2000  were

$1,525,719, resulting in a net loss of $2,382,126.  The value  of

a  Unit  decreased from $10.29 at December 31, 1999 to  $9.22  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 revenues including  interest  income  of

$911,488 and posted an increase in Net Asset Value per Unit.  The

most significant gains of approximately 4.6% were recorded in the

currency markets primarily during August and September from  long

positions  in  the  Japanese  yen  as  the  value  of   the   yen

strengthened  versus the U.S. dollar and other major  currencies,

despite  an  intervention by the Bank of Japan on  September  10.

The yen's strength during the quarter was attributed primarily to

confidence in Japan's economic recovery.  Smaller currency  gains

were  recorded  from long positions in the Mexican  peso  as  the

value  of  the peso increased versus the U.S. dollar during  July

and  August  as  a result of renewed confidence  in  the  Mexican

economy and a sovereign bond rating upgrade.  Additional gains of



<PAGE>

approximately 3.0% were recorded in the metals markets  primarily

during  August  and September from long positions in  base  metal

futures  as  prices in these markets increased due  to  increased

demand  from  Asia  and  a decline in global  supplies.   Smaller

profits of approximately 1.4% were recorded in the energy markets

primarily from long positions in crude oil futures as oil  prices

climbed  higher  during August and September due to  a  perceived

tightness  in  the  gasoline market and an announcement  by  OPEC

ministers  stating that they would continue to adhere to  agreed-

upon output cuts through the first quarter of 2000.  A portion of

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

losses  of approximately 2.0% incurred in the global stock  index

futures markets primarily from long positions in U.S. stock index

futures  as domestic equity prices declined during late July  due

to increased inflationary concerns after Federal Reserve Chairman

Greenspan  said that the U.S. economy may be growing fast  enough

to  warrant  another  interest rate hike.   Smaller  losses  were

experienced  from short positions in German stock  index  futures

during August as prices increased due to a temporary upward  move

in  U.S.  stock prices during that month.  Additional  losses  of

approximately  0.6% were experienced in the global interest  rate

futures  markets  primarily  from  short  positions  in  Japanese

interest  rate  futures  during July  as  prices  increased  amid

investors' fears that the strong yen might slowdown that nation's

budding  recovery.   Total expenses for the  three  months  ended

September 30, 1999 were $317,979, resulting in net income of

<PAGE>

$593,509.  The value of a Unit increased from $9.62 at  June  30,

1999 to $9.93 at September 30, 1999.



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

September  30,  1999,  the  Partnership  recorded  total  trading

revenues including interest income of $1,164,849 and posted a net

decrease  in  Net  Asset Value per Unit.   The  most  significant

losses  of  approximately 2.9% were recorded in the global  stock

index futures markets primarily from long positions in U.S. stock

index futures as domestic stock prices declined during late  July

due  to  increased  inflationary concerns after  Federal  Reserve

Chairman Alan Greenspan said that the U.S. economy may be growing

fast  enough  to  warrant another interest  rate  hike.   Smaller

losses  were  experienced from short positions  in  German  stock

index  futures  during  August  as  prices  increased  due  to  a

temporary upward move in U.S. stock prices during that month.  In

the  agricultural  markets,  losses of  approximately  2.7%  were

incurred primarily during March from short corn futures positions

as  prices  moved  higher in a technical  and  seasonally  driven

rally, as well as a lack of heavy producer selling.  These losses

were  mitigated by profits of approximately 7.4% recorded in  the

currency  markets primarily from long positions in  the  Japanese

yen  as  the value of the yen strengthened versus the U.S. dollar

and  other major currencies due to renewed confidence in  Japan's

economic recovery.  Additional profits of approximately 4.4% were



<PAGE>

recorded in the metals markets primarily during May and June from

short  positions in gold futures as gold prices fell  sharply  in

anticipation of the British Treasury's July auction.  Gains  were

also recorded from long positions in base metal futures as prices

in  these markets increased during August and September  amid  an

increase in demand and a decrease in supplies.  Smaller gains  of

approximately 3.6% were recorded in the energy markets  primarily

from  long  positions in crude oil futures as oil prices  climbed

higher  during April, June, August and September amid  tightening

of  supply  and  growing global demand.  Total expenses  for  the

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

September  30,  1999 were $529,097, resulting in  net  income  of

$635,752.  The value of a Unit decreased from $10.00 at March  1,

1999 (commencement of operations) to $9.93 at September 30, 1999.

The  Net Asset Value per Unit decreased despite the Partnership's

net  profit  for the period because of an influx of subscriptions

after net losses were recorded for earlier interim periods.



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



<PAGE>

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

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





<PAGE>

exceed  the  Partnership's experiences to date or any  reasonable

expectation based upon historical changes in market value.


Quantifying the Partnership's Trading Value at Risk

The    following    quantitative   disclosures   regarding    the

Partnership's  market  risk  exposures  contain  "forward-looking

statements"  within  the meaning of the safe  harbor  from  civil

liability  provided for such statements by the Private Securities

Litigation  Reform Act of 1995 (set forth in Section 27A  of  the

Securities Act of 1933 and Section 21E of the Securities Exchange

Act  of 1934).  All quantitative disclosures in this section  are

deemed to be forward-

looking  statements for purposes of the safe harbor,  except  for

statements of historical fact.



The  Partnership accounts for open positions 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



<PAGE>

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

trading  portfolio.  The Partnership estimates VaR using a  model

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

Historical  simulation involves constructing  a  distribution  of

hypothetical  daily changes in the value of a trading  portfolio.

The  VaR  model takes into account linear exposures to price  and

interest  rate risk.  Market risks that are incorporated  in  the

VaR  model  include equity and commodity prices, interest  rates,

foreign  exchange  rates, and correlation among these  variables.

The  hypothetical changes in portfolio value are based  on  daily

percentage changes observed in key market indices or other market

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

sensitive. The historical observation period of the Partnership's

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

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

portfolio  value  that, based on observed  market  risk  factors,

would have been exceeded once in 100 trading days.



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.



<PAGE>

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 category as of September 30, 2000 and 1999. As

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

capitalization  was approximately $21 million  and  $18  million,

respectively.

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

     Currency                (2.18)%                 (1.55)%

     Interest Rate              (1.89)                    (2.51)

     Equity                    (1.21)                (0.39)

     Commodity                 (1.59)                (0.87)

     Aggregate Value at Risk   (3.30)%               (3.05)%



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,

<PAGE>

the composition of its trading portfolio can change significantly

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

Any  changes  in  open positions could positively  or  negatively

materially impact market risk as measured by VaR.



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

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

Net  Assets for the four quarterly reporting periods from October

1, 1999 through September 30, 2000.


Primary Market Risk Category        High      Low      Average

Currency                           (2.33)%   (1.24)%   (1.80)%

Interest Rate                      (1.89)    (0.90)    (1.22)

Equity                             (1.21)    (0.40)    (0.79)

Commodity                          (1.59)    (0.55)    (1.21)

Aggregate Value at Risk            (3.30)%   (1.93)%   (2.61)%



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



<PAGE>

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

typically found in other investments.  The relative size  of  the

positions held may cause the Partnership to incur losses greatly

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

of  the  leverage employed and market volatility.  The VaR tables

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

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

measures   should  be  viewed  in  light  of  the   methodology's

limitations, which include the following:

     past  changes in market risk factors will not always result

  in accurate predictions of the distributions and correlations of

  future market movements;

     changes  in portfolio value 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 the Partnership's market risk exposures and on an aggregate

<PAGE>

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.  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.  However, such balances, as  well

as  any  market  risk  they  may represent  are  immaterial.   At

September  30,  2000 the Partnership's cash balance  at  DWR  was

approximately  74% 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.





<PAGE>

Qualitative Disclosures Regarding Primary Trading Risk Exposures

The following qualitative disclosures regarding the Partnership's

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

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

Partnership   manages  its  primary  market  risk   exposures   -

constitute  forward-looking  statements  within  the  meaning  of

Section  27A  of  the  Securities Act  and  Section  21E  of  the

Securities  Exchange Act.  The Partnership's primary market  risk

exposures  as  well  as the strategies used and  to  be  used  by

Demeter  and the Trading 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



<PAGE>

be  anticipated  however, that these market exposures  will  vary

materially over time.



Currency.  The primary market exposure at September 30, 2000  was

in  the currency sector.  The Partnership's currency exposure  is

to  exchange  rate  fluctuations,  primarily  fluctuations  which

disrupt  the  historical pricing relationships between  different

currencies and currency pairs.  Interest rate changes as well  as

political   and  general  economic  conditions  influence   these

fluctuations.   The  Partnership trades  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.



Interest  Rate.  The second largest market exposure at  September

30, 2000 was in the interest rate complex.  Exposure was



<PAGE>

primarily   spread  across  the  U.S.,  European,  Japanese   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  Australia

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.



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

<PAGE>

indices.   As  of  September 30, 2000, the Partnership's  primary

exposures  were  in  the TOPIX (Japan) 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.



Commodity

Metals.  The Partnership's primary metals market exposure  is  to

fluctuations  in the price of gold and palladium.   Although  the

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

copper, aluminum, nickel and zinc, the principal market exposures

of  the  Partnership have consistently been in  precious  metals,

gold  and palladium.  Gold prices continued to be volatile during

the  quarter.   Demeter  anticipates that  precious  metals  will

remain the primary metals market exposure for the Partnership.



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

<PAGE>

in  prices resulting from weather patterns and supply and  demand

factors and may continue in this choppy pattern.



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 cocoa,  wheat

and  coffee  markets.   Supply  and demand  inequalities,  severe

weather disruption and market expectations affect price movements

in these markets.



Qualitative Disclosures Regarding Non-Trading Risk Exposure

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

Partnership as of September 30, 2000:



Foreign  Currency  Balances.  The Partnership's  primary  foreign

currency balances at September 30, 2000 were in Hong Kong dollars

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  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

<PAGE>

approaches, and monitoring the performance of the Trading Advisor

daily.   In  addition,  the Trading Advisor establishes  diversi-

fication guidelines, often set in terms of the maximum margin  to

be  committed  to positions in any one market sector  or  market-

sensitive instrument.



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

trading   instrument,  cash.   Cash  is  the   only   Partnership

investment directed by Demeter, rather than the Trading 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 333-60115).



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 333-91563).



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,  2,713,904.858  Units  were  sold,

leaving 6,286,095.142 Units unsold.  The aggregate price of the





<PAGE>

Units sold through September 30, 2000 was $26,232,795.



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 3.02  of
          the  Partnership's Form 10-Q (File No. 0-25603) for the
          quarter ended March 31, 1999.

    10.01     Management Agreement, dated as of November 6, 1998,
          among the Partnership, Demeter Management Corporation, and Graham
          Capital Management L.P. is incorporated by reference to Exhibit
          10.01 of the Partnership's Form 10-Q (File No. 0-25603) 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. 0-25603) for the quarter ended March 31,
          1999.





<PAGE>
    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. 0-25603) 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. 0-25603) for the quarter ended
          March 31, 1999.

    10.05      Subscription and Exchange Agreement and  Power  of
          Attorney to be executed by each purchase 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 in Exhibit
          10.06 of the Partnership's Form 10-Q (File No. 0-25603) 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
                        Graham L.P. (Registrant)

                        By:   Demeter Management Corporation
                              (General Partner)

November 14, 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.