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

	FORM 10-Q

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


Demeter Management Corporation
c/o Morgan Stanley Trust Company
Attention:  Managed Futures, 7th Fl.,
Harborside Financial Center Plaza Two
Jersey City, NJ  	  			    			07311-3977
(Address of principal executive offices)	  	     (Zip Code)


Registrant's telephone number, including area code (201) 876-4647


Morgan Stanley Dean Witter Charter Millburn L.P.
Two World Trade Center, 62nd Fl. New York, NY 10048

(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

	September 30, 2001

<caption>

PART I. FINANCIAL INFORMATION

				<c>
Item 1. Financial Statements

		Statements of Financial Condition as of September 30,
		2001 (Unaudited) and December 31, 2000.................... 2

		Statements of Operations for the Quarters Ended
September 30, 2001 and 2000 (Unaudited)....................3

		Statements of Operations for the Nine Months Ended
		September 30, 2001 and 2000 (Unaudited)....................4

		Statements of Changes in Partners' Capital for the
		Nine Months Ended September 30, 2001 and 2000 (Unaudited)..5

		Statements of Cash Flows for the Nine Months Ended
		September 30, 2001 and 2000 (Unaudited)....................6

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

Item 2.	Management's Discussion and Analysis of
			Financial Condition and Results of Operations.......13-22

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

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....................36-38






</table>





<page>
<table>
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

MORGAN STANLEY DEAN WITTER CHARTER MILLBURN L.P.
	STATEMENTS OF FINANCIAL CONDITION
<caption>
	September 30,	     December 31,
                   2001        	                2000
	$	   $
	(Unaudited)
ASSETS

	<c>	<c>
Equity in futures interests trading accounts:
	Cash	30,172,473	25,080,303

	Net unrealized gain (loss) on open contracts (MS & Co.)	               (206,498) 	   5,085,160
	Net unrealized gain (loss) on open contracts (MSIL)	     171,519	    (114,319)

	Total net unrealized gain (loss) on open contracts	                            (34,979)	   4,970,841

	     Total Trading Equity	30,137,494	30,051,144

Subscriptions receivable	379,339	402,325
Interest receivable (Morgan Stanley DW)	       81,179 	      141,550

	     Total Assets	  30,598,012 	     30,595,019

LIABILITIES AND PARTNERS' CAPITAL

Liabilities
	Redemptions payable	298,538	619,297
	Accrued brokerage fees (Morgan Stanley DW)	181,147	150,207
	Accrued management fees	      51,756	        42,916

	     Total Liabilities	    531,441	      812,420

Partners' Capital

	Limited Partners (3,101,956.007 and
	     2,833,265.854 Units, respectively)	29,750,019	 29,457,979
	General Partner (33,006.002 and
          31,221.881 Units, respectively)	      316,552	       324,620

	Total Partners' Capital	   30,066,571	   29,782,599

Total Liabilities and Partners' Capital	     30,598,012	     30,595,019

NET ASSET VALUE PER UNIT	               9.59	              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 September 30,

	      2001   	   2000
	    $	   $
REVENUES

			<c>	<c>
	Trading profit (loss):
		Realized	(1,162,582)	                      (31,198)
		Net change in unrealized	    (631,719)	      21,379

			Total Trading Results 	(1,794,301)	                       (9,819)

	Interest Income (Morgan Stanley DW)                                          263,654		     372,081

			Total  	   (1,530,647)	    362,262


EXPENSES

	Brokerage fees (Morgan Stanley DW)                                          540,760		416,796
	Management fees                                                                          154,502		     119,084

			Total                                                                                    695,262		       535,880


NET LOSS	  (2,225,909)	   (173,618)

NET LOSS ALLOCATION

	Limited Partners	(2,202,127)	(171,691)
	General Partner	(23,782)	(1,927)


NET LOSS PER UNIT

	Limited Partners	(0.72)	(.06)
	General Partner	(0.72)	(.06)


<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 Nine Months Ended September 30,

	      2001     	       2000
	$    	    $

REVENUES

			<c>		<c>
	Trading profit (loss):
		Realized                                                                            3,634,054			                (1,014,081)
 	 	Net change in unrealized	   (5,005,820)		                (1,332,675)

			Total Trading Results                                                   (1,371,766)		                (2,346,756)

	Interest income (Morgan Stanley DW)                                        982,078 			    1,017,562

			Total  	     (389,688)		  (1,329,194)


EXPENSES

	Brokerage fees (Morgan Stanley DW)                                     1,639,411 			1,267,988
	Management fees                           468,403		                 	     362,282

			Total                                                                               2,107,814  		     1,630,270

NET LOSS 	  (2,497,502)		     (2,959,464)


NET LOSS ALLOCATION

	Limited Partners	(2,469,434)		                (2,926,739)
	General Partner	(28,068)		                     (32,725)


NET LOSS PER UNIT

	Limited Partners	(0.81)		(1.07)
	General Partner	(0.81)		(1.07)



<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 Nine Months Ended September 30, 2001 and 2000
	(Unaudited)



<caption>
	Units of
	Partnership	Limited	General
	   Interest   	Partners	Partner	Total
		$	$	$

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

Offering of Units	  872,767.609		7,675,004		25,000		7,700,004

Net Loss                                                   -	    (2,926,739)	           (32,725)	            (2,959,464)

Redemptions	       (505,843.582)	        (4,419,844)	                  -			            (4,419,844)

Partners' Capital,
	September 30, 2000	2,877,134.458 	     	   23,368,050  		    256,366 		   23,624,416





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

Offering of Units	  607,600.950		6,247,721		20,000	              6,267,721

Net Loss                              -	       (2,469,434)	           (28,068)		           (2,497,502)

Redemptions                      (337,126.676)	        (3,486,247)	                  -		           (3,486,247)

Partners' Capital,
	September 30, 2001	  3,134,962.009 	     	   29,750,019  		    316,552 		  30,066,571


<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 Nine Months Ended September 30,

	      2001     	           2000
	$	 $


	<c>	<c>
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss:                                     (2,497,502)	               (2,959,464)
Noncash item included in net loss:
		Net change in unrealized	5,005,820	1,332,675

	(Increase) decrease  in operating assets:
		Interest receivable (Morgan Stanley DW)	60,371	(32,313)

	Increase in operating liabilities:
		Accrued brokerage fees (Morgan Stanley DW)	30,940	11,548
		Accrued management fees	       8,840	       3,300

	Net cash provided by (used for) operating activities	  2,608,469	  (1,644,254)


CASH FLOWS FROM FINANCING ACTIVITIES

	Offering of Units	6,267,721	7,700,004
	Decrease in subscriptions receivable	22,986	    654,449
	Increase (decrease) in redemptions payable	                               (320,759)	    102,603
	Redemptions of Units  	                                                               (3,486,247)               (4,419,844)

	Net cash provided by financing activities	   2,483,701	    4,037,212

	Net increase in cash	5,092,170	2,392,958

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

	Balance at end of period	   30,172,473	   24,070,727



<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
September 30, 2001
(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 contracts, options on futures
contracts, and forward 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").  The clearing commodity brokers are Morgan
Stanley & Co., Inc. ("MS & Co.") and Morgan Stanley & Co.
International Limited ("MSIL"). 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.

3.  Financial Instruments
The Partnership trades futures contracts, options on futures
contracts and forwards contracts on physical commodities and
other commodity interests, including foreign currencies,
financial instruments, metals, energy and agricultural products.



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


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:

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.


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


Generally derivatives include futures, forward, swaps or options
contracts, or other financial instruments with similar
characteristics such as caps, floors and collars.

The net unrealized gains (losses) on open contracts, reported as a
component of "Equity in futures interests trading accounts" on the
statements of financial condition and their longest contract
maturities were as follows:

                     Net Unrealized Gains (Losses)
                           on Open Contracts           Longest Maturities


 	            Exchange-  Off-Exchange-           Exchange-   Off-Exchange-
                   Traded     Traded        Total      Traded      Traded
Date              Contracts  Contracts    Contracts   Contracts   Contracts
                  $          $           $

Sept. 30, 2001   1,696,049  (1,731,028)    (34,979)  March 2002  Dec. 2001

Dec. 31, 2000    2,734,201   2,236,640   4,970,841   June 2001   March 2001

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.

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

Exchange-traded futures and futures-styled options contracts are
marked to market on a daily basis, with variations in value
settled on a daily basis. Each of 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
gains (losses) on all open futures and futures-styled options
contracts, which funds, in the aggregate, totaled $31,868,522 and
$27,814,504 at September 30, 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 gains (losses) 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

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


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, 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 three and nine
month periods ended September 30, 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 and Nine Months Ended September 30, 2001
For the quarter ended September 30, 2001, the Partnership
recorded total trading losses, net of interest income, of
$1,530,647 and posted a decrease in net asset value per Unit. The
most significant losses of approximately 9.5% were recorded
primarily during August in the energy markets from short
positions in crude oil and unleaded gas futures as prices rose as
a result of declining inventories and growing tensions in the

<page>
Middle East.  Additional losses in these same markets were
recorded during September from long futures positions as oil
prices reversed lower due to near-term concerns over the effects
of a global economic slowdown on oil demand.  In the currency
markets, losses of approximately 6.6% were recorded primarily
during September from long positions in the euro as its value
relative to the British pound reversed lower.  Additional
currency losses were experienced during late September from
previously established long positions in the Japanese yen as its
value relative to the U.S. dollar reversed lower following
surprise interventions by the Bank of Japan.  These losses were
partially offset by gains of approximately 5.8% recorded
throughout a majority of the quarter in the global stock index
futures markets from short positions in Hang Seng and DAX Index
futures as equity prices moved sharply lower on corporate profit
warnings and amid worries regarding global economic uncertainty.
In the global interest rate futures markets, profits of
approximately 3.8% were recorded primarily during August and
September from long positions in short-term U.S. interest rate
futures as prices trended higher following interest rate cuts by
the U.S. Federal Reserve and as investors sought the safe-haven
of shorter maturity fixed income investments.  Additional gains
were recorded from long positions in U.S. 5- and 10-year Treasury
note futures as prices in these markets also trended higher.
Smaller gains of approximately 1.7% were recorded in the metals
markets primarily during July and September from short futures
<page>
positions in aluminum as base metals prices trended lower as a
result of increased supplies and weak demand in light of the
ailing economy.  Total expenses for the three months ended
September 30, 2001 were $695,262, resulting in a net loss of
$2,225,909.  The net asset value of a Unit decreased from $10.31
at June 30, 2001 to $9.59 at September 30, 2001.

For the nine months ended September 30, 2001, the Partnership
recorded total trading losses, net of interest income, of
$389,688 and posted a decrease in net asset value per Unit. The
most significant losses of approximately 11.6% were recorded in
the energy markets primarily during early April from short
positions in crude oil futures as prices moved higher on supply
concerns amid refinery production problems, and during August
from short futures positions as prices rose as a result of
declining inventories and growing tensions in the Middle East. In
the currency markets, losses of approximately 1.3% were
experienced primarily during September from long positions in the
euro as its value relative to the British pound reversed lower.
Smaller currency losses were recorded from transactions involving
the British pound relative to the Japanese yen.  These losses
were partially offset by gains of approximately 5.7% recorded
throughout a majority of the third quarter in the global stock
index futures markets from short positions in Hang Seng and DAX
Index futures as equity prices moved sharply lower on corporate
profit warnings and amid worries regarding global economic
<page>
uncertainty.  Additional gains of approximately 3.7% were
recorded in the global interest rate futures markets primarily
during August and September from long positions in short-term
U.S. interest rate futures as prices trended higher following
interest rate cuts by the U.S. Federal Reserve and as investors
sought the safe-haven of shorter maturity fixed income
investments. Total expenses for the nine months ended September
30, 2001 were $2,107,814, resulting in a net loss of $2,497,502.
The net asset value of a Unit decreased from $10.40 at December
31, 2000 to $9.59 at September 30, 2001.

For the Quarter and Nine Months Ended September 30, 2000
For the quarter ended September 30, 2000, the Partnership
recorded total trading revenues, including interest income, of
$362,262 and, after expenses, posted a decrease in net asset
value per Unit.  The most significant losses of approximately
1.2% were recorded in the metals markets throughout a majority of
the quarter from long positions in zinc and aluminum futures as
prices decreased on technical factors.  In the global interest
rate futures markets, losses of approximately 0.3% were
experienced primarily during July and September from short
positions in German interest rate futures as prices increased on
benign economic data, volatility in the equity markets and
concerted intervention in the foreign exchange markets.  In the
agricultural markets, losses of approximately 0.2% were incurred

<page>
primarily during early July from long wheat futures positions as
prices moved lower amid beneficial U.S. crop weather.  A portion
of the Partnership's overall losses was partially offset by gains
of approximately 0.6% recorded in the global stock index futures
markets primarily during July from short positions in Topix Index
futures as Japanese stock prices declined.  In the soft
commodities markets, profits of approximately 0.5% were recorded
primarily during July from long sugar futures positions as prices
increased on forecasts that the world surplus will shrink with
smaller crops in 2000-2001.  In the energy markets, gains of
approximately 0.4% were recorded primarily during August and
September from long positions in natural gas futures as prices
moved higher amid supply and storage concerns.  Additional gains
were recorded during August from long positions in crude oil
futures and its related products as prices increased as ongoing
supply concerns outweighed signals from Saudi Arabia that it
would seek a suitable production increase to ease the crunch.  In
the currency markets, gains of approximately 0.1% were produced
primarily during August and early September from short positions
in the euro as its value weakened versus the U.S. dollar and
other major currencies amid dampened optimism for continued
economic growth in Europe.  Offsetting currency losses recorded
primarily during August from short positions in the Japanese yen
as its value strengthened versus the U.S. dollar following
comments by a senior Japanese official stating that the Bank of
Japan could raise interest rates again by year-end.  Total
<page>
expenses for the three months ended September 30, 2000 were
$535,880, resulting in a net loss of $173,618.  The net asset
value of a Unit decreased from $8.27 at June 30, 2000 to $8.21 at
September 30, 2000.

For the nine months ended September 30, 2000, the Partnership
recorded total trading losses, net of interest income, of
$1,329,194 and posted a decrease in net asset value per Unit. The
most significant losses of approximately 6.6% were recorded in
the currency markets primarily during April from long positions
in the Japanese yen as the value of the yen weakened versus the
U.S. dollar amid fears of additional Bank of Japan intervention.
During May and June, losses were recorded from short positions in
the Japanese yen as its value reversed higher versus the U.S.
dollar following hints by Bank of Japan governor Hayami of the
possible end of the zero interest rate policy in Japan.  The U.S.
dollar weakened further versus the yen during June due primarily
to the perception that interest rates in the U.S. may have topped
out.  During August, additional losses were incurred from short
positions in the Japanese yen following comments by a senior
Japanese official stating that the Bank of Japan could raise
interest rates again by year-end.  In the global interest rate
futures markets, losses of approximately 5.6% were experienced
primarily during July and September from short positions in
German interest rate futures as prices increased on benign
economic data, volatility in the equity markets and concerted
<page>
intervention in the foreign exchange markets.  In the global
stock index futures markets, losses of approximately 4.4% were
recorded primarily 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 and
June, additional losses were recorded from trading Hang Seng and
TOPIX Index futures due to trendless price movement within most
of the world's stock markets.  In the metals markets, losses of
approximately 2.7% were experienced throughout a majority of the
third quarter from long positions in zinc and aluminum futures as
prices decreased on technical factors.  In the agricultural
markets, losses of approximately 2.0% were incurred primarily
during February, May, June and early July from long wheat futures
positions as prices declined as a result of insufficient demand
and heavy rain in the U.S. production areas.  A portion of the
Partnership's overall losses was offset by gains of approximately
9.9% recorded in the energy markets primarily during February,
May, June and August 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, increasing demand and rising concerns
regarding supplies and production levels.  Additional gains were
recorded during May, August and September from long positions in
natural gas futures as prices trended higher on supply and
storage concerns.  In the soft commodities markets, profits of

<page>
approximately 1.3% were recorded primarily during May, June and
July from long sugar futures positions as prices moved higher due
to strong demand, declining production from Brazil and decreasing
global supplies. Total expenses for the nine months ended
September 30, 2000 were $1,630,270, resulting in a net loss of
$2,959,464.  The net asset value of a Unit decreased from $9.28
at December 31, 1999 to $8.21 at September 30, 2000.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
        RISK

Introduction
The Partnership is a commodity pool engaged primarily 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

<page>
of the Partnership's open positions, and, consequently, in its
earnings and cash flow.

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

The Partnership's past performance is not necessarily indicative
of its future results. Any attempt to numerically quantify the
Partnership's market risk is limited by the uncertainty of its
speculative trading.  The Partnership's speculative trading may
cause future losses and volatility (i.e. "risk of ruin") that far
exceed the Partnership's 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

<page>
quantitative disclosures in this section are deemed to be forward-
looking statements for purposes of the safe harbor, except for
statements of historical fact.

The Partnership accounts for open positions using mark-to-market
accounting principles.  Any loss in the market value of the
Partnership's open positions is directly reflected in the
Partnership's earnings, whether realized or unrealized, and its
cash flow.  Profits and losses on open positions of exchange-
traded futures, 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
<page>
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.

VaR models, including the Partnership's, are continuously
evolving as trading portfolios become more diverse and modeling
techniques and systems capabilities improve.  Please note that
the VaR model is used to numerically quantify market risk for
historic reporting purposes only and is not utilized by either
Demeter or the Trading Advisor in their daily risk management
activities.

The Partnership's Value at Risk in Different Market Sectors
The following table indicates the VaR associated with the
Partnership's open positions as a percentage of total net assets
by primary market risk category at September 30, 2001 and 2000.
At September 30, 2001 and 2000, the Partnership's total
capitalization was approximately $30 million and $24 million,
respectively.





<page>

		Primary Market        September 30, 2001	   September 30, 2000
     Risk Category	  	    Value at Risk	    Value at Risk

     Currency    	      (2.74)%			   (1.77)%
     Interest Rate	      (1.58)  	 		   (1.37)
Equity				  (0.47)			   (0.88)
Commodity 		       (0.83)			   (1.17)
    	Aggregate Value at Risk	  (3.33)%			   (2.71)%

Aggregate Value at Risk represents the aggregate VaR of all the
Partnership's open positions and not the sum of the VaR of the
individual market categories listed above.  Aggregate VaR will be
lower as it takes into account correlation among different
positions and categories.

The table above represents the VaR of the Partnership's open
positions at September 30, 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.


<page>
The table below supplements the quarter-end VaR by presenting the
Partnership's high, low and average VaR, as a percentage of total
net assets for the four quarterly reporting periods from October
1, 2000 through September 30, 2001.

Primary Market Risk Category		 High	 Low		Average

Currency				 		(3.16)%	(1.76)%	(2.60)%

Interest Rate					(2.27)	(1.11)	(1.66)

Equity						(0.47)	(0.25)	(0.39)

Commodity						(1.65)	(0.73)	(1.01)

Aggregate Value at Risk			(3.71)%	(3.03)%	(3.40)%

Limitations on Value at Risk as an Assessment of Market Risk
The face value of the market sector instruments held by the
Partnership is typically many times the applicable margin
requirements.  Margin requirements generally range between 2% and
15% of contract face value. Additionally, the use of leverage
causes the face value of the market sector instruments held by
the Partnership to typically be many times the total
capitalization of the Partnership.  The value of the
Partnership's open positions thus creates a "risk of ruin" not
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
<page>
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 caused by market movements may
differ from those of the VaR model;
? Var results reflect past trading positions while future risk
depends on future positions;
? VaR using a one-day time horizon does not fully capture the
market risk of positions that cannot be liquidated or hedged
within one day; and
? the historical market risk factor data used for VaR estimation
may provide only limited insight into losses that could be
incurred under certain unusual market movements.

The VaR tables above present the results of the Partnership's VaR
for each of the Partnership's market risk exposures and on an
aggregate basis at September 30, 2001 and for the end of the four
quarterly reporting periods from October 1, 2000 through
September 30, 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

<page>
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 September 30, 2001 the Partnership's cash balance at Morgan
Stanley DW was approximately 98% of its total net asset value. A
decline in short-term interest rates will result in a decline in
the Partnership's cash management income. This cash flow risk is
not considered 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
<page>
Partnership manages its primary market risk exposures -
constitute forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act.  The Partnership's primary market risk
exposures as well as the strategies used and to be used by
Demeter and the Trading Advisor for managing such exposures are
subject to numerous uncertainties, contingencies and risks, any
one of which could cause the actual results of the Partnership's
risk controls to differ materially from the objectives of such
strategies. Government interventions, defaults and
expropriations, illiquid markets, the emergence of dominant
fundamental factors, political upheavals, changes in historical
price relationships, an influx of new market participants,
increased regulation and many other factors could result in
material losses as well as in material changes to the risk
exposures and the risk management strategies of the Partnership.
Investors must be prepared to lose all or substantially all of
their investment in the Partnership.

The following were the primary trading risk exposures of the
Partnership at September 30, 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
September 30, 2001 was to the currency sector.  The Partnership's
<page>
currency exposure is to exchange rate fluctuations, primarily
fluctuations which disrupt the historical pricing relationships
between different currencies and currency pairs.  Interest rate
changes as well as political and general economic conditions
influence these fluctuations. The Partnership trades in a large
number of currencies, including cross-rates - i.e., positions
between two currencies other than the U.S. dollar.  At September
30, 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 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.  At September 30, 2001, the Partnership's exposure
to the interest rate market complex was primarily spread across
the U.S., German and Japanese interest rate sectors.  Interest
rate movements directly affect the price of the sovereign bond
futures positions held by the Partnership and indirectly affect
the value of its stock index and currency positions.  Interest
<page>
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 speculative futures positions held by the
Partnership may range from short to long-term instruments.

Consequently, changes in short, medium or long-term interest
rates may have an effect on the Partnership.

Equity.  The primary equity exposure at September 30, 2001 was 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 September 30, 2001, the Partnership's
primary exposures were to the Hang Seng (China), TOPIX (Taiwan)
and DAX (Germany) 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.

<page>
Commodity.
Soft Commodities and Agriculturals.  At September 30, 2001,
the Partnership had exposure to the markets that comprise
these sectors.  Most of the exposure was to the sugar,
coffee and cotton markets.  Supply and demand inequalities,
severe weather disruption and market expectations affect
price movements in these markets.

Energy.  At September 30, 2001, the Partnership's energy
exposure was primarily to futures contracts in the natural
gas markets.  Natural gas has exhibited volatility in prices
resulting from weather patterns and supply and demand
factors and may continue in this choppy pattern.

Metals.  The Partnership's metals exposure at September 30,
2001 was to fluctuations in the price of precious metals
such as gold, and base metals such as aluminum.  Economic
forces, supply and demand inequalities, geopolitical factors
and market expectations influence price movement in these
markets.  The Trading Advisor has, from time to time, taken
positions when market opportunities develop.  Demeter
anticipates that the Partnership will continue to be exposed
to the precious and base metals markets.

<page>
Qualitative Disclosures Regarding Non-Trading Risk Exposure
The following was the only non-trading risk exposure of the
Partnership at September 30, 2001:

Foreign Currency Balances.  The Partnership's primary
foreign currency balances at September 30, 2001 were in
euros and Hong Kong dollars.  The Partnership controls the
non-trading risk of these balances by regularly converting
them back into U. S. dollars upon liquidation of their
respective positions.

Qualitative Disclosures Regarding Means of Managing Risk Exposure
The Partnership and the Trading Advisor, separately, attempt to
manage the risk of the Partnership's open positions in
essentially the same manner in all market categories traded.
Demeter attempts to manage market exposure by diversifying the
Partnership's assets among different market sectors and trading
approaches, and monitoring the performance of the Trading Advisor
daily.  In addition, the Trading Advisor establishes diversi-
fication guidelines, often set in terms of the maximum margin to
be committed to positions in any one market sector or market-
sensitive instrument.

Demeter monitors and controls the risk of the Partnership's non-
trading instrument, cash.  Cash is the only Partnership
investment directed by Demeter, rather than the Trading Advisor.
<page>
PART II.  OTHER INFORMATION


Item 1.  LEGAL PROCEEDINGS
Please refer to Legal Proceedings previously disclosed in the
Partnership's Form 10-Q for the quarter ended June 30, 2001.

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.





<page>
Through September 30, 2001, 4,131,582.688 Units were sold,
leaving 4,868,417.312 Units unsold.  The aggregate price of the
Units sold through September 30, 2001 was $40,494,940.

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.
333-60115) filed with the Securities and Exchange
Commission on July 28, 1998.
3.03 Certificate of Amendment of Certificate of Limited
Partnership, dated November 1, 2001, (changing its name
from Morgan Stanley Dean Witter Millburn L.P.) is
incorporated by reference to the Partnership's Form 8-K
(File No. 0-25605) filed with the Securities and Exchange
Commission on November 6, 2001.
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 Quarterly
Report on Form 10-Q (File No. 333-91569) filed with the
Securities and Exchange Commission on May 17, 1999.

<page>
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.
10.04	Amended and Restated Escrow Agreement among the
Partnership, Morgan Stanley Charter Graham L.P., Morgan
Stanley Charter DWFCM L.P., Morgan Stanley DW and The
Chase Bank is incorporated by reference to Exhibit 10.04
of the Partnership's Registration Statement on Form S-1
(File No. 333-91563) filed with the Securities and
Exchange Commission on March 30, 2001.
10.05	Amended and Restated Customer Agreement between the
Partnership and Morgan Stanley DW Inc., dated as of
November 13, 2000 is incorporated by reference to Exhibit
10.01 of the Partnership's Form 8-K (File No. 0-25605)
filed with the Securities and Exchange Commission on
November 6, 2001.
10.06	Commodity Futures Customer Agreement between Morgan Stanley
& Co. Incorporated and the Partnership, and acknowledged
and agreed to by Morgan Stanley DW Inc., dated as of
November 6, 2000, is incorporated by reference to Exhibit
10.02 of the Partnership's Form 8-K (File No. 0-25605)
filed with the Securities and Exchange Commission on
November 6, 2001.
10.07	Customer Agreement between the Partnership and Morgan
Stanley & Co. International Limited, dated as of November
6, 2000, is incorporated by reference to Exhibit 10.04 of
the Partnership's Form 8-K (File No. 0-25605) filed with
the Securities and Exchange Commission on November 6, 2001.
10.08	Foreign Exchange and Options Master Agreement between
Morgan Stanley & Co. Incorporated and the Partnership,
dated as of August 30, 1999, is incorporated by reference
to Exhibit 10.05 of the Partnership's Form 8-K (File No. 0-
25605) filed with the Securities and Exchange Commission on
November 6, 2001.
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.



<page>
10.10	Securities Account Control Agreement among the Partnership,
Morgan Stanley & Co. Incorporated, and Morgan Stanley DW
Inc., dated as of May 1, 2000, is incorporated by reference
to Exhibit 10.03 of the Partnership's Form 8-K (File No. 0-
25605) filed with the Securities and Exchange Commission on
November 6, 2001.
(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 Charter Millburn
                        	L.P. (Registrant)

	By:	Demeter Management Corporation
			(General Partner)

November 13, 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.