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

                           FORM 10-Q


[X]   Quarterly  report pursuant to Section 13 or  15(d)  of  the
Securities Exchange Act of 1934
For the period ended September 30, 1999 or

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

Commission File No. 0-25603

             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, 1999
<CAPTION>

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

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

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

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

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

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

        Notes to Financial Statements (Unaudited)...............7-
     15

Item 2. Management's Discussion and Analysis of

Financial Condition and Results of Operations.......16-22

Item 3. Quantitative and Qualitative Disclosures about
        Market Risk ........................................22-34

Part II. OTHER INFORMATION

Item 1  Legal Proceedings..................................... 35

Item 2. Change in Securities and Use of Proceeds............35-36

Item 6. Exhibits and Reports on Form 8-K...................... 36





</TABLE>




<PAGE>
<TABLE>


                 PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

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

<CAPTION>
                                                      September 30,
                                                          1999
                                                            $
                                                        (Unaudited)
ASSETS
<S>                                             <C>
Equity in futures interests trading accounts:
 Cash
 16,149,113
 Net       unrealized      gain      on      open       contracts
 705,148
                   Total              Trading              Equity
16,854,261

Subscriptions                                          receivable
866,159
Interest         receivable        (DWR         and         Carr)
60,067
                              Total                        Assets
17,780,487

LIABILITIES AND PARTNERS' CAPITAL

Liabilities

 Accrued             brokerage             fee              (DWR)
 96,689
 Redemptions                                              payable
 42,872
 Accrued                      management                      fee
 27,626

                           Total                      Liabilities
167,187

Partners' Capital

        Limited       Partners       (1,752,093.538        Units)
17,405,946
         General        Partner        (20,872.355         Units)
207,354
               Total               Partners'              Capital
17,613,300
      Total      Liabilities      and      Partners'      Capital
17,780,487

NET            ASSET           VALUE           PER           UNIT
9.93
<FN>


          The accompanying notes are an integral part
                 of these financial statements.
</TABLE>
<PAGE>
<TABLE>
        MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P.
                    STATEMENT OF OPERATIONS
                           (Unaudited)


<CAPTION>





For the
                                          Quarter Ended
                                       September 30, 1999
                                                         $
REVENUES
<S>
<C>
 Trading profit:
    Realized                                 499,551
    Net change in unrealized                  265,345

      Total Trading Results                  764,896

 Interest Income (DWR and Carr)              146,592

                             Total                       Revenues
911,488

EXPENSES

 Brokerage fees (DWR)                        247,317
                          Management                          fee
70,662

                             Total                       Expenses
317,979

NET                                                        INCOME

593,509


NET INCOME ALLOCATION

 Limited Partners                           586,822
                          General                         Partner
6,687

NET INCOME PER UNIT

     Limited    Partners                                      .31
General Partner                                    .31

<FN>


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

</TABLE>

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


<CAPTION>



For the

Period from
                                        March 1, 1999
                                        (commencement
                                      of operations) to
                                       September 30, 1999
                                                         $
REVENUES
<S>
<C>
 Trading profit:
    Realized                                 227,946
              Net          change          in          unrealized
705,148

      Total Trading Results                   933,094

 Interest Income (DWR and Carr)              231,755

                             Total                       Revenues
1,164,849

EXPENSES

 Brokerage fees (DWR)                         411,520
                          Management                          fee
117,577

                             Total                       Expenses
529,097

NET                                                        INCOME

635,752


NET INCOME ALLOCATION

                         Limited                         Partners
628,398
                          General                         Partner
7,354

NET LOSS PER UNIT

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


<FN>


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

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


<CAPTION>


                          Units of
                        Partnership Limited   General
                          Interest   Partners Partner    Total


<S>
<C>                             <C>                           <C>
<C>
Partners' Capital,
  Initial Offering    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)                -
(89,916)

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











<FN>












           The accompanying notes are an integral part
                 of these financial statements.
</TABLE>
<PAGE>
<TABLE>
         MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P.
                    STATEMENT OF CASH FLOWS
                           (Unaudited)
            <CAPTION>

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

September 30, 1999

$
CASH FLOWS FROM OPERATING ACTIVITIES
<S>
<C>
Net income                                        635,752
Noncash item included in net income:
    Net change in unrealized                    (705,148)

Increase in operating assets:
          Interest      receivable      (DWR      and       Carr)
(60,067)

Increase in operating liabilities:
    Accrued brokerage fee (DWR)                    96,689
                 Accrued              management              fee
27,626

Net       cash       used      for      operating      activities
(5,148)

CASH FLOWS FROM FINANCING ACTIVITIES

                         Initial                         offering
4,363,136
                 Offering                of                 units
12,704,328
        Increase        in        subscriptions        receivable
(866,159)
          Increase         in         redemptions         payable
42,872
                Redemptions               of                units
(89,916)

Net      cash      provided      by     financing      activities
16,154,261

Net                increase                in                cash
16,149,113

Balance          at         beginning          of          period
-

Balance           at           end           of            period
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  financial statements include, in the opinion of  management,

all  adjustments necessary for a fair presentation of the results

of  operations  and  financial condition of Morgan  Stanley  Dean

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


1. Summary of Significant Accounting Policies

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

a  limited  partnership  organized to  engage  primarily  in  the

speculative trading of futures and forward contracts, options  on

futures   contracts  and  on  physical  commodities,  and   other

commodity  interests,  including  foreign  currencies,  financial

instruments,    metals,   energy   and   agricultural    products

(collectively,  "futures interests").  The Partnership  commenced

operations  on  March 1, 1999.  The Partnership  is  one  of  the

Morgan Stanley Dean Witter Charter Series of funds, comprised  of

the  Partnership,  Morgan  Stanley Dean Witter  Charter  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

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

Demeter  and DWR are wholly-owned subsidiaries of Morgan  Stanley

Dean  Witter  &  Co.  ("MSDW").  Graham Capital  Management  L.P.

("Trading Advisor"), is the trading advisor to the Partnership.

<PAGE>

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




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

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

General  and  Limited  Partners  based  upon  their  proportional

ownership interests.



Use  of  Estimates - The preparation of financial  statements  in

conformity with generally accepted accounting principles requires

management  to  make estimates and assumptions  that  affect  the

reported  amounts  of assets and liabilities  and  disclosure  of

contingent  assets and liabilities at the date of  the  financial

statements  and  the  reported amounts of revenues  and  expenses

during  the  reporting period.  Actual results could differ  from

those estimates.



Revenue  Recognition  - Futures interests  are  open  commitments

until  settlement  date.   They are  valued  at  market  and  the

resulting  unrealized gains and losses are reflected  in  income.

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

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

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

investments  during  such  month. In addition,  DWR  credits  the

Partnership with 100% of the interest income received  from  Carr

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

for the purpose of meeting margin requirements.



<PAGE>

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




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

monies  due  to  the Partnership on forward contracts  and  other

futures interests, but not actually received.



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

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

average number of units outstanding during the period.



Equity  in Futures Interests Trading Accounts - the Partnership's

asset "Equity in futures interests trading accounts" consists  of

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

and  the  net asset or liability related to unrealized  gains  or

losses on open contracts.



Brokerage   and  Related  Transaction  Fees  and  Costs   -   The

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

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

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

transaction  fees  and  costs  and  ordinary  administrative  and

offering expenses.



Operating  Expenses - The Partnership incurs a monthly management

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

bears all other operating expenses.



<PAGE>

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


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

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

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

rate).



Incentive  Fee  -  The  Partnership pays the  Trading  Advisor  a

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

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

calendar  month.   If the Trading Advisor has experienced  losses

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

Trading  Advisor  must earn back such losses before  the  Trading

Advisor is eligible for an incentive fee.



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

accompanying  financial statements, as partners are  individually

responsible  for  reporting  income  or  loss  based  upon  their

respective  share of the Partnership's revenues and expenses  for

income tax purposes.



Distributions  -  Distributions, other  than  on  redemptions  of

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

Demeter.  No distributions have been made to date.









<PAGE>

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




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

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

the last day of each month.



Redemptions  - Limited Partners may redeem some or all  of  their

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

at  which  a person first becomes a Limited Partner.  Redemptions

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

required  for  each  redemption,  unless  a  Limited  Partner  is

redeeming his entire interest in the Partnership.  Units redeemed

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

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

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

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

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

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

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

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

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



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

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

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





<PAGE>

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




Partners  may transfer their investment among the Morgan  Stanley

Dean  Witter  Charter  Series (subject  to  certain  restrictions

outlined  in  the Limited Partnership Agreement)  without  paying

additional charges.



Dissolution  of the Partnership - The Partnership will  terminate

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

occur   as  defined  in  the  Partnership's  Limited  Partnership

Agreement.



2.  Related Party Transactions

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

interests trading accounts to meet margin requirements as needed.

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

The  Partnership  pays a brokerage fee to DWR also  described  in

Note 1.



3.  Financial Instruments

The  Partnership  trades futures and forward contracts,  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

<PAGE>

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


of   the  contracts.   There  are  numerous  factors  which   may

significantly  influence  the market value  of  these  contracts,

including interest rate volatility.



In  June  1998, the Financial Accounting Standards  Board  issued

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

"Accounting  for  Derivative Instruments and Hedging  Activities"

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

Partnership  elected  to adopt the provisions  of  SFAS  No.  133

beginning   with   its   first  calendar  quarter-end   financial

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

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

aggregate fair values and contract/notional values, respectively,

of  derivative financial instruments for an entity which  carries

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

not  have  a  significant  effect on the Partnership's  financial

statements.


The  net  unrealized  gain on open contracts  is  reported  as  a

component  of  "Equity in futures interests trading accounts"  on

the  Statement  of  Financial Condition and totaled  $705,148  at

September 30, 1999.



Of  the  $705,148  net  unrealized  gain  on  open  contracts  at

September  30, 1999, $275,460 related to exchange-traded  futures

contracts



<PAGE>

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


and  $429,688  related  to off-exchange-traded  forward  currency

contracts.



Exchange-traded  futures contracts held  by  the  Partnership  at

September 30, 1999 mature through March 2001. Off-exchange-traded

forward  currency contracts held by the Partnership at  September

30, 1999 mature through December 1999.



The  Partnership  is subject to the credit risk  associated  with

counterparty  non-performance.  The credit risk  associated  with

the  instruments in which the Partnership is involved is  limited

to  the  amounts  reflected  in the Partnership's  Statements  of

Financial  Condition.  DWR and Carr act as the futures commission

merchants  or  the counterparties with respect  to  most  of  the

Partnership's  assets.  Exchange-traded  futures  contracts   are

marked  to  market  on  a daily basis, with variations  in  value

settled  on  a  daily basis. Each of DWR and Carr, as  a  futures

commission  merchant for all of the Partnership's exchange-traded

futures 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   contracts,  including  an  amount  equal  to  the   net

unrealized  gain on all open futures contracts, which  funds,  in

the aggregate, totaled $16,424,573 at September 30, 1999.

<PAGE>

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




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 Carr, the

sole  counterparty on all of such contracts, to  perform.  Carr's

parent,   Credit  Agricole  Indosuez,  has  guaranteed   to   the

Partnership  payment  of  the  net  liquidating  value   of   the

transactions  in  the Partnership's account with Carr  (including

foreign currency contracts).




























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



Liquidity -  Assets of the Partnership are deposited with DWR  as

non-clearing  broker  and  Carr as clearing  broker  in  separate

futures interest trading accounts. Such assets are held in either

non-interest bearing bank accounts or in securities  approved  by

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

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

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

to   trade  in  futures  interests,  it  is  expected  that   the

Partnership  will continue to own such liquid assets  for  margin

purposes.



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

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

fluctuations in certain futures interest prices during  a  single

day  by  regulations  referred to as  "daily  price  fluctuations

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

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

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

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

positions  in  such  futures interest can neither  be  taken  nor

liquidated  unless  traders are willing to effect  trades  at  or

within  the  limit.   Futures interests prices have  occasionally

moved the daily limit for several consecutive days with little or

no trading.  Such market conditions could prevent the Partnership

from  promptly  liquidating its futures interests and  result  in

restrictions on redemptions.



<PAGE>

There  is  no limitation on daily price moves in trading  forward

contracts  on  foreign  currency.  The  markets  for  some  world

currencies  have low trading volume and are illiquid,  which  may

prevent  the  Partnership from trading in potentially  profitable

markets  or  from  promptly  liquidating  unfavorable  positions,

subjecting  it  to substantial losses.  Either  of  these  market

conditions could result in restrictions on redemptions.



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

expect   to   have,  any  capital  assets.   Future  redemptions,

exchanges and sales of additional Units will affect the amount of

funds available for investment in futures interests in subsequent

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

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

impact  of  future redemptions, exchanges or sales of  additional

Units.



Results of Operations

For the Quarter and the Period Ended September 30, 1999

For  the  quarter  ended  September  30,  1999,  the  Partnership

recorded  total  trading revenues including  interest  income  of

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

most  significant gains were recorded 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



<PAGE>

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

were  recorded in the metals markets 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 were recorded in the energy

markets  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  incurred 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.  Losses were also incurred 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.

Total expenses for the three months ended September 30, 1999 were

$317,979, resulting in net income of $593,509.  The value of a



<PAGE>

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

were recorded 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  were  incurred 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 recorded in  the

currency markets 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 were recorded 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 in this market complex from long positions in





<PAGE>

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 were recorded in  energies  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.



Year  2000 Problem.  Commodity pools, like financial and business

organizations  and individuals around the world,  depend  on  the

smooth functioning of computer systems.  Many computer systems in

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

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

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

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

whom  it has a material relationship do not properly process  and

calculate date-related information and data concerning  dates  on

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

the  handling or determination of futures trades and  prices  and

other services.





<PAGE>

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

currently  has several hundred employees working on  the  matter.

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

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

management,   Board  of  Directors  and  Information   Technology

Department. Demeter is coordinating with MSDW to address the Year

2000  Problem  with  respect to Demeter's computer  systems  that

affect  the  Partnership.  This includes  hardware  and  software

upgrades, systems consulting and computer maintenance.



Beyond  the  challenge  facing  internal  computer  systems,  the

systems  failure  of  any  of the third  parties  with  whom  the

Partnership  has a material relationship - the futures  exchanges

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

Trading  Advisor - could result in a material financial  risk  to

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

monitoring  by the CFTC of their Year 2000 preparedness  and  the

major  foreign futures exchanges are also expected to be  subject

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

Demeter  intends to monitor the progress of Carr and the  Trading

Advisor throughout 1999 in their Year 2000 compliance and,  where

applicable,  to  test its external interface with  Carr  and  the

Trading Advisor.



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

on  behalf  of the Partnership becomes impossible as a result  of

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

catastrophic but more likely scenario would be one in which

<PAGE>

trading  opportunities diminish as a result of technical problems

resulting  in  illiquidity  and  fewer  opportunities   to   make

profitable trades. MSDW has begun developing various "contingency

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

Demeter  intends  to  consult closely with MSDW  in  implementing

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

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

to avoid any adverse impact to the Partnership.


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

countries  in  the  European Union established  fixed  conversion

rates on their existing sovereign currencies and converted  to  a

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

transition  period,  the sovereign currencies  will  continue  to

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

to  the euro prevents the Trading Advisor from trading in certain

currencies  and thereby limits its ability to take  advantage  of

potential market opportunities that might otherwise have  existed

had  separate  currencies been available  to  trade.  This  could

adversely affect the performance results of the Partnership.



Item  3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES  ABOUT  MARKET
RISK

Introduction

The  Partnership  is a commodity pool engaged  primarily  in  the

speculative  trading of futures interests.  The  market-sensitive

instruments  held  by  the Partnership are  acquired  solely  for

speculative   trading  purposes  and,  as  a   result,   all   or

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

<PAGE>

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

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

Partnership's primary business activities.



The  futures interests traded by the Partnership involve  varying

degrees  of  related  market risk.  Such  market  risk  is  often

dependent  upon  changes in the level or volatility  of  interest

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

instruments and commodities.  Fluctuations in related market risk

based upon the aforementioned factors result in frequent changes

in  the  fair  value  of the Partnership's open  positions,  and,

consequently, in its earnings and cash flow.



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

variety  of factors, including the diversification effects  among

the Partnership's existing open positions, the volatility present

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

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

mute the market risk associated with the Partnership.



The  Partnership's past performance is not necessarily indicative

of   its   future   results.  Any  attempt  at  quantifying   the

Partnership's  market  risk  must be qualified  by  the  inherent

uncertainty  of its speculative trading, which may  cause  future

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

Partnership's experience to date and/or any reasonable





<PAGE>

expectation premised upon historical changes in the fair value of

its market-sensitive instruments.


Quantifying the Partnership's Trading Value at Risk


The    following    quantitative   disclosures   regarding    the

Partnership's  market  risk  exposures  contain  "forward-looking

statements"  within  the meaning of the safe  harbor  from  civil

liability  provided for such statements by the Private Securities

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

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

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

deemed to be forward-

looking  statements for purposes of the safe harbor,  except  for

statements of historical fact.



The Partnership accounts for open positions on the basis of mark-

to-market accounting principles.  As such, any loss in the fair

value  of  the Partnership's open positions is directly reflected

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

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

positions of exchange-traded futures interests are settled  daily

through variation margin.



The  Partnership's  risk exposure in the various  market  sectors

traded  by  the Trading Advisor is estimated below  in  terms  of

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

incorporates numerous variables that could impact the fair  value

of   the   Partnership's  trading  portfolio.   The   Partnership

estimates VaR using a model based on historical simulation with a

<PAGE>

confidence   level   of  99%.   Historical  simulation   involves

constructing  a  distribution of hypothetical  daily  changes  in

trading  portfolio  value.  The VaR model  generally  takes  into

account linear exposures to price and interest rate risk.  Market

risks  that are incorporated in the VaR model include equity  and

commodity prices, interest rates, foreign exchange rates, as well

as   correlation   that  exists  among  these   variables.    The

hypothetical  changes  in  portfolio value  are  based  on  daily

observed percentage changes in key market indices or other market

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

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

observation period is approximately four years. The Partnership's

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

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

have been exceeded once in 100 trading days.



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

trading  portfolios  become more diverse and modeling  techniques

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

VaR  model is used to quantify market risk for historic reporting

purposes  only  and  is  not utilized by either  Demeter  or  the

Trading Advisor in their daily risk management activities.


The Partnership's Value at Risk in Different Market Sectors

The  following  table  indicates  the  VaR  associated  with  the

Partnership's open positions as a percentage of total Net Assets





<PAGE>

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

1999,  the  Partnership's total capitalization was  approximately

$18 million.

      Primary Market           September 30, 1999
     Risk Category              Value at Risk

     Currency                       (1.55)%

     Interest Rate                  (2.51)

     Equity                         (0.39)

      Commodity                          (0.87)

      Aggregate Value at Risk       (3.05)%


Aggregate  value  at  risk represents the aggregate  VaR  of  the

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

individual categories listed above.  Aggregate VaR will be  lower

as  it  takes into account correlation among different  positions

and categories.


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

positions  at  September  30, 1999 only and  is  not  necessarily

representative  of  either the historic  or  future  risk  of  an

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

is  the  speculative trading of primarily futures interests,  the

composition  of  its  portfolio  of  open  positions  can  change

significantly over any given time period or even within a  single

trading  day.   Such changes in open positions  could  materially

impact  market  risk  as  measured by VaR  either  positively  or

negatively.


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

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

<PAGE>
Net  Assets for the three calendar quarter reporting periods from

March 1999 through September 30, 1999.

Primary Market Risk Category        High      Low      Average

Currency                           (2.76)%   (1.27)%   (1.86)%

Interest Rate                      (3.74)    (1.08)    (2.44)

Equity                             (0.39)    (0.25)    (0.30)

Commodity                          (0.87)    (0.67)    (0.80)

Aggregate Value at Risk            (4.71)%   (1.83)%   (3.20)%


Limitations on Value at Risk as an Assessment of Market Risk

The  face  value  of the market sector instruments  held  by  the

Partnership  is  typically  many  times  the  applicable   margin

requirements, as such margin requirements generally range between

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

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

by   the   Partnership  is  typically  many   times   the   total

capitalization  of the Partnership.  The financial  magnitude  of

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

not  typically found in other investment vehicles.   Due  to  the

relative  size  of the positions held, certain market  conditions

may  cause  the Partnership to incur losses greatly in excess  of

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

well  as  the  past  performance of  the  Partnership,  gives  no

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

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

which  include the following: past changes in market risk factors

will  not  always yield accurate predictions of the distributions

and correlations of future market movements; changes in portfolio



<PAGE>

value  in  response  to  market movements  may  differ  from  the

responses implicit in a VaR model; published VaR results  reflect

past  trading  positions  while future  risk  depends  on  future

positions;  VaR  using  a  one-day time horizon  does  not  fully

capture the market risk of positions that cannot be liquidated or

hedged within one day; and the historical market risk factor data

used  for  VaR  estimation may provide only limited insight  into

losses  that  could  be  incurred under  certain  unusual  market

movements.



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

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

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

three  calendar  quarter reporting periods  from  March  1,  1999

through  September  30, 1999. Since VaR is  based  on  historical

data, VaR should not be viewed as predictive of the Partnership's

future financial performance or its ability to manage and monitor

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

losses  on  a  particular  day will not exceed  the  VaR  amounts

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

trading days.


Non-Trading Risk

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

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

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

Partnership  also maintains a substantial portion  (approximately

76%) of its available assets in cash at DWR.  A decline in short-

<PAGE>

term interest rates will result in a decline in the Partnership's

cash  management  income. This cash flow risk is  not  considered

material.



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

assessment  of  reasonably  possible  market  movements  and  the

potential  losses caused by such movements, taking  into  account

the   leverage,  optionality  and  multiplier  features  of   the

Partnership's market-sensitive instruments.



Qualitative Disclosures Regarding Primary Trading Risk Exposures

The following qualitative disclosures regarding the Partnership's

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

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

the  Partnership  manages  its primary market  risk  exposures  -

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

<PAGE>

material  losses  as  well as in material  changes  to  the  risk

exposures  and the risk management strategies of the Partnership.

Investors  must be prepared to lose all or substantially  all  of

their investment in the Partnership.



The  following  were the primary trading risk  exposures  of  the

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

be  anticipated  however, that these market exposures  will  vary

materially over time.

      Currency. The primary market exposure in the Partnership at

September 30, 1999 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.  For the third

quarter  of 1999, the Partnership's major exposures were  in  the

euro   currency  crosses  and  outright  U.S.  dollar  positions.

(Outright  positions  consist  of  the  U.S.  dollar  vs.   other

currencies.  These other currencies include the major  and  minor

currencies).   Demeter does not anticipate that the risk  profile

of the Partnership's currency sector will change significantly in

the  future.   The  currency trading VaR figure includes  foreign

margin amounts converted into U.S. dollars with an incremental



<PAGE>

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  this

quarter  is  in the interest rate complex.  Exposure  was  spread

across the U.S., Australian, Japanese and European interest  rate

sectors.   Interest rate movements directly affect the  price  of

the  sovereign bond futures positions held by the Partnership and

indirectly  affect  the  value of its stock  index  and  currency

positions.   Interest rate movements in one country  as  well  as

relative  interest  rate movements between  countries  materially

impact   the   Partnership's  profitability.   The  Partnership's

primary  interest  rate exposure is generally  to  interest  rate

fluctuations  in the United States and the other  G-7  countries.

However,  the  Partnership also takes futures  positions  in  the

government  debt  of  smaller nations - e.g. Australia.   Demeter

anticipates  that G-7 and Australian interest rates  will  remain

the  primary  interest rate exposure of the Partnership  for  the

foreseeable  future.  The changes in interest rates,  which  have

the most effect on the Partnership, are changes in long-term,  as

opposed  to  short-term, rates.  Most of the speculative  futures

positions  held by the Partnership are in medium -  to  long-term

instruments.  Consequently, even a material 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

<PAGE>

Partnership  are  by  law  limited to  futures  on  broadly-based

indices.   As  of  September 30, 1999, the Partnership's  primary

exposures were in the DAX (Germany), IBEX 35 (Spain) and the  FT-

SE  100  (Britain) 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 metals market  exposure  is  to

fluctuations  in  the  price of base and  precious  metals.   The

Partnership aims to equally weight market exposure in  metals  as

much   as  possible,  however  base  metals,  during  period   of

volatility,  will affect performance more dramatically  than  the

precious  metals markets.  A significant amount of  exposure  was

evident  in  the  gold  market as the  price  of  gold  increased

dramatically  following bullish comments by the European  Central

Bank.   Demeter anticipates that the base metals will remain  the

primary metals market exposure of the Partnership.

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

exposure  was shared by futures contracts in the oil and  natural

gas  markets.   Price  movements in  these  markets  result  from

political developments in the Middle East, weather patterns,  and

other  economic fundamentals.  As oil prices have increased about

100%  this  year, and, given that the agreement by  OPEC  to  cut

production  is  approaching  expiration  in  March  2000,  it  is

<PAGE>                                                   possible

that volatility will remain on the high end.  Significant profits

and  losses  have  been  and  are  expected  to  continue  to  be

experienced  in this market.  Natural gas, also a primary  energy

market  exposure,  has  exhibited more volatility  than  the  oil

markets  on  an  intra day and daily basis  and  is  expected  to

continue in this choppy pattern.

     Soft  Commodities and Agriculturals.  On September 30, 1999,

the  Partnership  had  a reasonable amount  of  exposure  in  the

markets  that  comprise  these sectors.   All  of  the  exposure,

however,  was in the cocoa and corn markets.  Supply  and  demand

inequalities,  severe weather disruption and market  expectations

affect price movements in these markets.



Qualitative Disclosures Regarding Non-Trading Risk Exposure

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

Partnership as of September 30, 1999:



Foreign  Currency  Balances.  The Partnership's  primary  foreign

currency balances are in Singapore dollars, Japanese yen, Mexican

pesos and South African rands.  The Partnership controls the non-

trading  risk  of  these balances by regularly  converting  these

balances  back  into dollars upon liquidation of  the  respective

positions.



Qualitative Disclosures Regarding Means of Managing Risk Exposure

The  means  by  which  the Partnership and  the  Trading  Advisor

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

<PAGE>

are essentially the same in all market categories traded. Demeter

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

diversifying  the  Partnership's assets  among  different  market

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

performance  of  the  Trading  Advisor  on  a  daily  basis.   In

addition,   the   Trading  Advisor  establishes   diversification

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

committed  to  positions  in any one  market  sector  or  market-

sensitive instrument.



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

trading   instrument,  cash,  which  is  the   only   Partnership

investment directed by Demeter, rather than the Trading Advisor.































<PAGE>

                   PART II.  OTHER INFORMATION



Item 1.  LEGAL PROCEEDINGS

The  following supplements Legal Proceedings previously disclosed

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



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

complaint  with prejudice has been fully briefed and  argued  and

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

decision.



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

Court in the State of California entered an order dismissing  the

consolidated amended complaint without prejudice on consent.



Item 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

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

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

November 6, 1998 (SEC File Number 333-60115).



The managing underwriter is DWR.



Through  September  30,  1999,  1,761,328.320  Units  were  sold,

leaving 1,238,671.680 Units unsold as of September 30, 1999.  The

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

$16,867,464.





<PAGE>

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

proceeds of the offering have been applied to the working capital

of  the  Partnership for use in accordance with  the  "Investment

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

prospectus  included as part of the above-referenced Registration

Statement.



Item 6.   Exhibits and Reports on Form 8-K

(A)       Exhibits - None.

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



































<PAGE>






                           SIGNATURE



Pursuant  to the requirements of the Securities Exchange  Act  of
1934, the Registrant has duly caused this report to be signed  on
its behalf by the undersigned, thereunto duly authorized.


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

                            By: Demeter Management Corporation
                               (General Partner)

November 12, 1999           By:  /s/ Lewis A. Raibley, III
                                     Lewis A. Raibley, III
                                     Director and Chief Financial
                                      Officer




The  General  Partner which signed the above is  the  only  party
authorized  to  act  for the Registrant.  The Registrant  has  no
principal   executive  officer,  principal   financial   officer,
controller, or principal accounting officer and has no  Board  of
Directors.