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 March 31, 2001 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 0-25605

	MORGAN STANLEY DEAN WITTER CHARTER MILLBURN L.P.

	(Exact name of registrant as specified in its charter)


		Delaware						     13-4018065
(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 MILLBURN L.P.

	INDEX TO QUARTERLY REPORT ON FORM 10-Q

	March 31, 2001

<CAPTION>

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

		Statements of Financial Condition at March 31, 2001
 		(Unaudited) and December 31, 2000..........................2

		Statements of Operations for the Quarters Ended
		March 31, 2001 and 2000 (Unaudited)........................3

		Statements of Changes in Partners' Capital for the
		Quarters Ended March 31, 2001 and 2000
		(Unaudited)................................................4

		Statements of Cash Flows for the Quarters Ended
		March 31, 2001 and 2000 (Unaudited) .......................5

		Notes to Financial Statements (Unaudited)...............6-11

Item 2.	Management's Discussion and Analysis of
			Financial Condition and Results of Operations...... 12-17

Item 3.	Quantitative and Qualitative Disclosures about
			Market Risk.........................................18-30

Part II. OTHER INFORMATION

Item 1.	Legal Proceedings..................................... 31

Item 2.	Changes in Securities and Use of Proceeds.......... 31-32

Item 6.	Exhibits and Reports on Form 8-K....................32-33





</TABLE>




<PAGE>
<TABLE>

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

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


<CAPTION>
       	March 31,	     December 31,
                       2001       	    2000
	$	   $
	(Unaudited)
ASSETS
<S>                                           <C>	                                    <C>
Equity in futures interests trading accounts:
	Cash	29,593,656	25,080,303

	Net unrealized gain on open contracts (MS&Co.)	3,895,310	5,085,160
	Net unrealized gain (loss) on open contracts (MSIL)	35,725	(114,319)
	Net unrealized gain on open contracts (Carr)	            105  	        -        .

	Total net unrealized gain on open contracts 	   3,931,140	    4,970,841

	     Total Trading Equity	33,524,796	30,051,144

Subscriptions receivable	523,029	402,325
Interest receivable (Morgan Stanley DW)	     131,327 	      141,550

	     Total Assets	  34,179,152  	    30,595,019


LIABILITIES AND PARTNERS' CAPITAL

Liabilities
	Redemptions payable	389,825	619,297
	Accrued brokerage fees (Morgan Stanley DW)	177,739	150,207
	Accrued management fees	      50,783	      42,916

	     Total Liabilities	   618,347	     812,420

Partners' Capital
	Limited Partners (2,959,895.516 and
	  2,833,265.854 Units, respectively)	33,190,693	 29,457,979
	General Partner (33,006.002 and
        31,221.881 Units, respectively)	       370,112	     324,620

	Total Partners' Capital	   33,560,805	 29,782,599

	Total Liabilities and Partners' Capital	   34,179,152	   30,595,019

NET ASSET VALUE PER UNIT	           11.21	           10.40
<FN>
	The accompanying notes are an integral part
	of these financial statements.
</TABLE>
<PAGE>
<TABLE>
	MORGAN STANLEY DEAN WITTER CHARTER MILLBURN L.P.
	STATEMENTS OF OPERATIONS
(Unaudited)


<CAPTION>
	     For the Quarters Ended March 31,

	      2001   	   2000
	    $	   $
REVENUES
<S>		                                                                                           <C>	                           <C>
	Trading profit (loss):
		Realized	3,760,990	(251,122)
		Net change in unrealized	   (1,039,701)	    (758,188)

			Total Trading Results 	2,721,289	(1,009,310)

	Interest Income (Morgan Stanley DW)	     403,358	     306,428

			Total  	  3,124,647	      (702,882)


EXPENSES

	Brokerage fees (Morgan Stanley DW)	528,493	420,203
	Management fees	    150,998	       120,058

			Total 	   679,491	     540,261


NET INCOME (LOSS) 	   2,445,156	    (1,243,143)


NET INCOME (LOSS) ALLOCATION

	Limited Partners	2,419,664	(1,229,330)
	General Partner	25,492	(13,813)


NET INCOME (LOSS) PER UNIT

	Limited Partners	.81	(.46)
	General Partner	.81	(.46)


<FN>





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


<PAGE>
<TABLE>
MORGAN STANLEY DEAN WITTER CHARTER MILLBURN  L.P.
	STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
	For the Quarters Ended March 31, 2001 and 2000
	(Unaudited)


<CAPTION>

	   Units of
 	   Partnership	Limited	General
	   Interest   	Partners	Partner	Total



<S>                                                             <C>		       <C>	                           <C>	               <C>
Partners' Capital,
  December 31, 1999                                 2,510,210.431   	$23,039,629	$264,091	$23,303,720

Offering of Units                                            499,371.865  	4,505,778	25,000	4,530,778

Net Loss	-       	(1,229,330)	(13,813)	(1,243,143)

Redemptions                                               (246,554.046) 	 (2,230,204)	        -      	  (2,230,204)

Partners' Capital,
	March 31, 2000                                      2,763,028.250	         $24,085,873  	$275,278  	   $24,361,151




Partners' Capital,
  December 31, 2000                                 2,864,487.735   	$29,457,979	$324,620	$29,782,599

Offering of Units                                            205,309.086  	2,140,970	20,000	2,160,970

Net Income	-       	2,419,664	25,492	2,445,156

Redemptions                                                (76,895.303)   	    (827,920)	        -      	     (827,920)

Partners' Capital,
	March 31, 2001                                      2,992,901.518	         $33,190,693  	$370,112  	   $33,560,805





<FN>




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

</TABLE>


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



<CAPTION>
                                   	                       For the Quarters Ended March 31,

	      2001     	       2000
	$	    $


CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                      <C>                           <C>
Net income (loss):  	2,445,156	(1,243,143)
Noncash item included in net income (loss):
		Net change in unrealized	1,039,701	 758,188

(Increase) decrease in operating assets:
		Interest receivable (Morgan Stanley DW)	10,223	(11,612)

Increase in operating liabilities:
		Accrued brokerage fees (Morgan Stanley DW)	27,532	14,148
		Accrued management fees	         7,867	          4,042

Net cash provided by (used for) operating activities	   3,530,479	    (478,377)


CASH FLOWS FROM FINANCING ACTIVITIES

	Offering of Units	2,160,970	4,530,778
  	Redemptions of Units    	(827,920)	         (2,230,204)
	Increase in subscriptions receivable	(120,704)	(1,366,883)
     Increase (decrease) in redemptions payable	    (229,472)	   1,075,074

Net cash provided by financing activities	     982,874	   2,008,765

Net increase in cash	4,513,353	1,530,388

Balance at beginning of period	  25,080,303	  21,677,769

Balance at end of period	  29,593,656	  23,208,157


<FN>






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


<PAGE>
MORGAN STANLEY DEAN WITTER CHARTER MILLBURN 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 Millburn L.P. (the
"Partnership"). The financial statements and condensed notes
herein should be read in conjunction with the Partnership's
December 31, 2000 Annual Report on Form 10-K.

1. Organization
Morgan Stanley Dean Witter Charter Millburn L.P. is a Delaware
limited partnership organized to engage primarily in the
speculative trading of futures, forward and options contracts on
physical commodities and other commodity interests, including
foreign currencies, financial instruments, metals, energy and
agricultural products. 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.,
Morgan Stanley Dean Witter Charter Welton L.P. and Morgan Stanley
Dean Witter Charter DWFCM L.P.

The general partner is Demeter Management Corporation ("Demeter").
The non-clearing  commodity  broker is  Morgan Stanley DW Inc.

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


("Morgan Stanley DW"). Dean Witter Reynolds Inc. changed its name
to Morgan Stanley DW Inc., effective April 2, 2001. The clearing
commodity brokers are Morgan Stanley & Co., Inc. ("MS & Co.") and
Morgan Stanley & Co. International Limited ("MSIL"). Prior to
November 2000, Carr Futures Inc. ("Carr") provided clearing and
execution services.  Demeter, Morgan Stanley DW, MS & Co. and MSIL
are wholly-owned subsidiaries of Morgan Stanley Dean Witter & Co.
Millburn Ridgefield Corporation (the "Trading Advisor") is the
trading advisor to the Partnership.

2.  Related Party Transactions
The Partnership's cash is on deposit with Morgan Stanley DW, MS &
Co. and MSIL in futures, forwards and options trading accounts to
meet margin requirements as needed. Morgan Stanley DW pays
interest on these funds based on a rate equal to that earned by
Morgan Stanley DW on its U.S. Treasury bill investments.  The
Partnership pays brokerage fees to Morgan Stanley DW.








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


3.  Financial Instruments
The Partnership trades futures, forward and options contracts 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.

The Partnership accounts for its derivative investments in
accordance with the provisions of Statement of Financial
Accounting Standard No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS No. 133"). SFAS No.
133 defines a derivative as a financial instrument or other
contract that has all three of the following characteristics:









<PAGE>


MORGAN STANLEY DEAN WITTER CHARTER MILLBURN 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, forward, swaps or option
contracts, or other financial instruments with similar
characteristics such as caps, floors and collars.

The net unrealized gain on open contracts is reported as a
component of "Equity in futures interests trading accounts" on the
statements of financial condition and totaled $3,931,140 and
$4,970,841 at March 31, 2001 and December 31, 2000, respectively.

Of the $3,931,140 net unrealized gain on open contracts at March
31, 2001, $1,654,721 related to exchange-traded futures contracts
and $2,276,419 related to off-exchange-traded forward currency
contracts.


<PAGE>

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


Of the $4,970,841 net unrealized gain on open contracts at
December 31, 2000, $2,734,201 related to exchange-traded futures
contracts and $2,236,640 related to off-exchange-traded forward
currency contracts.

Exchange-traded futures contracts held by the Partnership at March
31, 2001 and December 31, 2000 mature through July 2001 and June
2001, respectively. Off-exchange-traded forward currency contracts
held by the Partnership at March 31, 2001 and December 31, 2000
mature through June 2001 and March 2001, respectively.

The Partnership has credit risk associated with counterparty
nonperformance.  The credit risk associated with the instruments
in which the Partnership is involved is limited to the amounts
reflected in the Partnership's statements of financial condition.

The Partnership also has credit risk because Morgan Stanley DW, MS
& Co. and MSIL act as the futures commission merchants or the
counterparties with respect to most of the Partnership's assets.
Exchange-traded futures and futures-styled options contracts are



<PAGE>
MORGAN STANLEY DEAN WITTER CHARTER MILLBURN L.P.
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)

marked to market on a daily basis, with variations in value
settled on a daily basis. Each of Morgan Stanley DW, MS & Co. and
MSIL, 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 on all open futures contracts, which funds, in the aggregate,
totaled $31,248,377 and $27,814,504 at March 31, 2001 and December
31, 2000, 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 on open forward
contracts be segregated.  With respect to those off-exchange-
traded forward currency contracts, the Partnership is at risk to
the ability of MS & Co., the sole counterparty on all of such
contracts, to perform. The Partnership has a netting agreement
with MS & Co.  This agreement, which seeks to reduce both the
Partnership's and MS & Co.'s exposure on off-exchange-traded
forward currency contracts, should materially decrease the
Partnership's credit risk in the event of MS & Co.'s bankruptcy or
insolvency.
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS


Liquidity -  The Partnership deposits its assets with Morgan
Stanley DW as non-clearing broker and MS & Co. and MSIL as
clearing brokers in separate futures, forwards and options
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
<PAGE>
within  the  limit.  Futures  prices  have  occasionally moved the
daily limit for several consecutive days with little or no
trading.  These market conditions could prevent the Partnership
from promptly liquidating its futures 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 and 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
investment in futures, forwards and options 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 quarters ended
March 31, 2001 and 2000 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 Ended March 31, 2001
For the quarter ended March 31, 2001, the Partnership recorded
total trading revenues, including interest income of $3,124,647
and posted an increase in net asset value per Unit.   The most
significant gains of approximately 6.6% were recorded throughout
a majority of the quarter primarily from short positions in the
Japanese yen as the value of the yen weakened relative to the


<PAGE>
U.S. dollar on concerns for the Japanese economy and in both
anticipation and reaction to the Bank of Japan's decision to
reinstate its zero interest rate policy.  Additional gains were
recorded from short positions in the Thai baht and Singapore
dollar as the value of these currencies declined relative to the
U.S. dollar during March on concerns regarding the overall
economic environment in the Pacific Rim.  In global interest rate
futures markets, gains of approximately 4.6% were recorded
primarily during January from long positions in eurodollar
futures as prices moved higher due to a surprise interest rate
cut by the U.S. Federal Reserve early in the month and the
subsequent anticipation of an additional interest rate cut by the
U.S. Federal Reserve later in January.  Additional profits were
recorded throughout the quarter from long positions in Japanese
government bond futures as prices moved higher amid weak Japanese
stock prices and disappointing economic data in that country.  In
global stock index futures markets, gains of approximately 1.3%
were recorded primarily during March from short Hang Seng and DAX
Index futures as stock prices trended lower on worries that a
U.S. economic slowdown will ignite a global downturn.  Smaller
profits of approximately 0.9% were recorded primarily during
March in the soft commodities markets from short sugar futures
positions as sugar prices declined on concerns that an economic
slowdown will negatively effect demand.  These gains were
partially offset by losses of approximately 3.2% recorded in the
energy markets primarily from trading natural gas futures during
<PAGE>
March as prices moved without consistent direction due to supply
and demand concerns.  Smaller losses were experienced during
January from short futures positions in crude oil and its related
products as prices increased amid cold weather forecasts, OPEC
production cuts and a tightening in U.S. crude oil supplies.
Total expenses for the three months ended March 31, 2001 were
$679,491, resulting in net income of $2,445,156.  The net asset
value of a Unit increased from $10.40 at December 31, 2000 to
$11.21 at March 31, 2001.

For the Quarter Ended March 31, 2000
For the quarter ended March 31, 2000, the Partnership recorded
total trading losses, net of interest income of $702,882 and
posted a decrease in net asset value per Unit.  The most
significant losses of approximately 4.4% were recorded in the
global stock index futures markets from long futures positions in
the Hang Seng Index as most global equity prices reversed lower
in early January amid fears of interest rate hikes.  During
March, additional losses were recorded  from  long  positions  in
Hang Seng and TOPIX Index futures as prices declined following
trendless price movements within the U.S. and Japanese stock
markets.  In the agricultural markets, losses of approximately
1.1% were incurred primarily during February from long corn and
wheat futures positions as prices declined as a result of
insufficient demand and heavy rain in the U.S. production areas.
In the global interest rate futures markets, losses of
<PAGE>
approximately 0.8% were experienced from short positions in
Japanese government bond futures as the Japanese bond market
experienced significant price volatility throughout February.
During March, losses were recorded from long positions in
Japanese government bond futures as prices moved lower on firmer
than expected capital investment figures out of Japan and fears
that the Bank of Japan would scrap its zero-rate policy earlier
than expected.  In soft commodities, losses of approximately 0.5%
were recorded in early February from long cotton futures
positions as prices declined amid short-covering by speculators
and expectations for increased new crop plantings.  These losses
were partially offset by gains of approximately 2.9% recorded
primarily during February in the energy markets 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.  Total expenses for the three months ended
March 31, 2000 were $540,261, resulting in a net loss of
$1,243,143.  The net asset value of a Unit decreased from $9.28
at December 31, 1999 to $8.82 at March 31, 2000.











<PAGE>
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
        RISK

Introduction
The Partnership is a commodity pool involved in the speculative
trading of futures, forwards and options.  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, forwards and options traded by the Partnership
involve varying degrees of related market risk.  Market risk is
often dependent upon changes in the level or volatility of
interest rates, exchange rates, and prices of financial
instruments and commodities. Fluctuations in market risk based
upon these factors result in frequent changes in the fair value
of the Partnership's open positions, and, consequently, in its
earnings and cash flow.

The Partnership's total market risk is influenced by a wide
variety of factors, including the diversification among the
Partnership's open positions, the volatility present within the
markets, and the liquidity of the markets.  At different times,
each of these factors may act to increase or decrease the market
<PAGE>
risk associated with the Partnership.

The Partnership's past performance is not necessarily indicative
of its future results. Any attempt to numerically quantify the
Partnership's market risk is limited by the uncertainty of its
speculative trading.  The Partnership's speculative trading may
cause future losses and volatility (i.e. "risk of ruin") that far
exceed the Partnership's experience to date or any reasonable
expectations based upon historical changes in market value.

Quantifying the Partnership's Trading Value at Risk
The following quantitative disclosures regarding the Partnership's
market risk exposures contain "forward-looking statements" within
the meaning of the safe harbor from civil liability provided for
such statements by the Private Securities Litigation Reform Act of
1995 (set forth in Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934). All
quantitative disclosures in this section are deemed to be forward-
looking statements for purposes of the safe harbor, except for
statements of historical fact.

The Partnership accounts for open positions 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

<PAGE>
cash flow.  Profits and losses on open positions of exchange-
traded futures, forwards and options 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.
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 Partner-
ship'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.


<PAGE>
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 March 31, 2001 and 2000. At
March 31, 2001 and 2000, the Partnership's total capitalization
was approximately $34 million and $24 million, respectively.
		Primary Market          March 31, 2001	      March 31, 2000
     Risk Category	  	    Value at Risk	    Value at Risk

     Currency    	      (2.75)%			   (1.63)%
     Interest Rate	     (1.68)       		   (1.31)
Equity				  (0.39) 			   (0.70)
Commodity 		       (0.73) 			   (0.59)
    	Aggregate Value at Risk	  (3.53)%			   (2.22)%

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
<PAGE>
positions and categories.

The table above represents the VaR of the Partnership's open
positions at March 31, 2001 and 2000 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, forwards and
options, 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 April 1,
2000 through March 31, 2001.

Primary Market Risk Category		 High	 Low		Average

Currency				 		(2.75)%	(0.92)%	(1.80)%

Interest Rate					(2.27)	(0.61)	(1.48)

Equity						(0.88)	(0.34)	(0.51)

Commodity						(1.42)	(0.73)	(1.04)

Aggregate Value at Risk			(3.53)%	(1.77)%	(2.76)%


Limitations on Value at Risk as an Assessment of Market Risk
The face value of the market sector instruments held by the

<PAGE>
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
usually 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;



<PAGE>
?	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 March 31, 2001 and for the end of the four
quarterly reporting periods from April 1, 2000 through March 31,
2001.  Since VaR is based on historical data, VaR should not be
viewed as predictive of the Partnership's future financial
performance or its ability to manage or monitor risk.  There can
be no assurance that the Partnership's actual losses on a
particular day will not exceed the VaR amounts indicated above or
that such losses will not occur more than once in 100 trading
days.

Non-Trading Risk
The Partnership has non-trading market risk on its foreign cash
balances not needed for margin.  These balances and any market
risk they may represent are immaterial.  At March 31, 2001 the
Partnership's cash balance at Morgan Stanley DW was approximately
84% of its total net asset value. A decline in short-term
<PAGE>
interest rates will result in a decline in the Partnership's cash
management income. This cash flow risk is not considered to be
material.

Materiality, as used throughout this section, is based on an
assessment of reasonably possible market movements and any
associated potential losses, taking into account the leverage,
optionality and multiplier features of the Partnership's market-
sensitive instruments, in relation to the Partnership's net
assets.

Qualitative Disclosures Regarding Primary Trading Risk Exposures
The following qualitative disclosures regarding the Partnership's
market risk exposures except for (A) those disclosures that are
statements of historical fact and (B) the descriptions of how the
Partnership manages its primary market risk exposures constitute
forward-looking statements within the meaning of Section 27A of
the Securities Act and Section 21E of the Securities Exchange
Act.  The Partnership's primary market risk exposures as well as
the strategies used and to be used by Demeter and the Trading
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 expropriations, illiquid
markets, the emergence of dominant
<PAGE>

fundamental factors, political upheavals, changes in historical
price relationships, an influx of new market participants,
increased regulation and many other factors could result in
material losses as well as in material changes to the risk
exposures and the risk management strategies of the Partnership.
Investors must be prepared to lose all or substantially all of
their investment in the Partnership.

The following were the primary trading risk exposures of the
Partnership at March 31, 2001, by market sector.  It may be
anticipated however, that these market exposures will vary
materially over time.

Currency.  The primary market exposure of the Partnership at
March 31, 2001 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 March 31,
2001, the Partnership's major exposures were to the euro currency
crosses and outright U.S. dollar positions.  Outright positions
consist of the U.S. dollar vs. other currencies.  These other
<PAGE>
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 March 31,
2001 was in the global interest rate sector.  The Partnership's
exposure to the interest rate market complex was primarily spread
across the European and U.S. interest rate sectors.  Interest
rate movements directly affect the price of the sovereign bond
futures positions held by the Partnership and indirectly affect
the value of its stock index and currency positions.  Interest
rate movements in one country as well as relative interest rate
movements between countries materially impact the Partnership's
profitability.  The Partnership's primary interest rate exposure
is generally to interest rate fluctuations in the United States
and the other G-7 countries.  The G-7 countries consist of
France, U.S., Britain, Germany, Japan, Italy, and Canada.
Demeter anticipates that G-7 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 effect on the Partnership, are changes in long-term, as
opposed to short-term, rates.  Most of the speculative futures
<PAGE>
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 of the Partnership 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.  At March 31, 2001, the Partnership's
primary exposures were to the Hang Seng (China), DAX (Germany),
and NASDAQ (U.S.) 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
Energy.  At March 31, 2001, 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.
<PAGE>
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 primary metals market exposure is
to fluctuations in the price of gold.  Although the Trading
Advisor will from time to time trade base metals such as
aluminum, the principal market exposures of the Partnership
have consistently been to gold.  Gold prices continued to be
volatile during this quarter.  Demeter anticipates that
precious metals will remain the primary metals market
exposure of the Partnership.

Soft Commodities and Agriculturals.  At March 31, 2001, the
Partnership had exposure to the markets that comprise these
sectors, primarily to the sugar and cotton 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 at March 31, 2001:

Foreign Currency Balances.  The Partnership's primary
foreign currency balances at March 31, 2001 were in euros,
Japanese yen and Hong Kong dollars.  The Partnership
<PAGE>
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 essential-
ly 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 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-K for the year ended December 31, 2000.

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 333-60103).

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 333-91569).

The managing underwriter for the Partnership is Morgan Stanley
DW.

Units are 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 March 31, 2001, 3,729,290.824 Units were sold, leaving
5,270,709.176 Units unsold.  The aggregate price of the Units

<PAGE>

sold through March 31, 2001 was $36,388,189.

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 Registration Statement on Form S-1 (File No.
333-91569) filed with the Securities and Exchange
Commission on September 22, 2000.
10.02	Management Agreement, dated as of November 6, 1998, among
the Partnership, Demeter Management Corporation, and
Millburn Ridgefield Corporation is incorporated by
reference to Exhibit 10.02 of the Partnership's
Registration Statement on Form S-1 (File No. 333-91569)
filed with the Securities and Exchange Commission on
September 22, 2000.
10.03	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.

<PAGE>
10.04	Amended and Restated Escrow Agreement among the
Partnership, Morgan Stanley Dean Witter Charter Graham
L.P., Morgan Stanley Dean Witter Charter DWFCM L.P., Dean
Reynolds Inc. and The Chase Manhattan Bank is incorporated
by reference to Exhibit 10.04 of the Partnership's
Registration Statement on Form S-1 (File No. 333-91569)
filed with the Securities and Exchange Commission on March
30, 2001.
10.05	Form of Amended and Restated Customer Agreement among the
Partnership and Dean Witter Reynolds Inc., is incorporated
by reference to Exhibit 10.05 of the Partnership's
Registration Statement on Form S-1 (File No. 333-91569)
filed with the Securities and Exchange Commission on
September 22, 2000.
10.06	Form of Customer Agreement among the Partnership, Morgan
Stanley & Co., Inc., and Dean Witter Reynolds Inc., is
incorporated by reference to Exhibit 10.06 of the
Partnership's Registration Statement on Form S-1 (File No.
333-91569) filed with the Securities and Exchange
Commission on September 22, 2000.
10.07	Form of Customer Agreement among the Partnership, Morgan
Stanley & Co. International Limited, and Morgan Stanley &
Co., Inc., is incorporated by reference to Exhibit 10.07 of
the Partnership's Registration Statement on Form S-1 (File
No. 333-91569) filed with the Securities and Exchange
Commission on September 22, 2000.
10.08	Form of Foreign Exchange and Options Master Agreement among
the Partnership and Morgan Stanley & Co., Inc. is
incorporated by reference to Exhibit 10.08 of the
Partnership's Registration Statement on Form S-1 (File No.
333-91569) filed with the Securities and Exchange
Commission on September 22, 2000.
10.09	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
                        	Millburn L.P. (Registrant)

	By:	Demeter Management Corporation
			(General Partner)

May 11, 2001	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.