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 June 30, 2000 or

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

Commission File number 0-25605

        MORGAN STANLEY DEAN WITTER CHARTER MILLBURN L.P.

     (Exact name of registrant as specified in its charter)


          Delaware                                13-4018065
(State or other jurisdiction of                (I.R.S. Employer
incorporation or organization)                     Identification
No.)


c/o Demeter Management Corporation
Two World Trade Center, 62 Fl., New York, NY        10048
(Address of principal executive offices)               (Zip Code)


Registrant's telephone number, including area code (212) 392-5454



(Former  name, former address, and former fiscal year, if changed
since last report)


Indicate  by check-mark whether the registrant (1) has filed  all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.


Yes    X            No___________






<PAGE>
<TABLE>
        MORGAN STANLEY DEAN WITTER CHARTER MILLBURN L.P.

             INDEX TO QUARTERLY REPORT ON FORM 10-Q

                        June 30, 2000
<CAPTION>

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements
<S>
<C>
Statements of Financial Condition June 30, 2000
     (Unaudited) and December 31, 1999......................... 2

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

     Statements of Operations for the Six Months Ended
     June 30, 2000 and the Period from March 1, 1999
     (commencement of operations) to June 30, 1999
     (unaudited)................................................4

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

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

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

Item 2. Management's Discussion and Analysis of

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

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

Part II. OTHER INFORMATION

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

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

Item 5. Other Information......................................37

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

Item 1.  Financial Statements

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

<CAPTION>

                                       June 30,      December 31,

2000                                   1999                     $
$
                                    (Unaudited)
ASSETS
<S>                                     <C>            <C>
Equity in futures interests trading accounts:
 Cash                               24,026,878    21,677,769
  Net  unrealized  gain  (loss)  on  open  contracts    (433,231)
920,823

      Total Trading Equity          23,593,647     22,598,592

Subscriptions receivable               591,573      1,013,235
Interest receivable (DWR)             112,682         96,202

      Total Assets                 24,297,902      23,708,029


LIABILITIES AND PARTNERS' CAPITAL

Liabilities
 Redemptions payable                   362,537        237,975
 Accrued brokerage fees (DWR)          143,988        129,371
 Accrued management fees                41,139         36,963

      Total Liabilities                547,664        404,309

Partners' Capital

 Limited Partners (2,839,654.476 and
   2,481,763.344 Units, respectively)23,491,945    23,039,629
 General Partner (31,221.881 and
        28,447.087 Units, respectively)      258,293     264,091

 Total Partners' Capital            23,750,238     23,303,720

 Total Liabilities and Partners' Capital  24,297,902   23,708,029


NET ASSET VALUE PER UNIT                  8.27            9.28

<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 June 30,

                                        2000        1999
                                          $            $
REVENUES
<S>
<C>                            <C>
 Trading profit (loss):
           Realized                              (731,761)226,548
Net change in unrealized            (595,866)     684,885

      Total Trading Results       (1,327,627)   911,433

 Interest Income (DWR)                339,053      86,746
      Total Revenues                (988,574)   998,179

EXPENSES

 Brokerage fees (DWR)                 430,989   180,086
 Management fees                      123,140      51,543
 Incentive fees                   ________-__     103,350
      Total Expenses                  554,129     334,889

NET INCOME (LOSS)                 (1,542,703)     663,290


NET INCOME (LOSS) ALLOCATION

 Limited Partners                 (1,525,718)   655,608
 General Partner                     (16,985)      7,682


NET INCOME (LOSS) PER UNIT

 Limited Partners                      (0.55)       .65
 General Partner                       (0.55)         .65

<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 Period from

March 1, 1999

(commencement
For the Six Months         of operations) to

Ended June 30,                  June 30,
                                      2000            1999
                                        $              $

REVENUES
<S>
<C>                                  <C>
 Trading profit (loss):
    Realized                       (982,883)      188,886
      Net change in unrealized   (1,354,054)     716,800
      Total Trading Results      (2,336,937)    905,686
 Interest Income (DWR)               645,481      103,622
      Total Revenues             (1,691,456)  1,009,308

EXPENSES

 Brokerage fees (DWR)                851,192      208,290
    Management   fees                       243,198        59,511
Incentive fees                   ________-__        103,350

      Total Expenses               1,094,390        371,151
NET INCOME (LOSS)               (2,785,846)       638,157


NET INCOME (LOSS) ALLOCATION

    Limited   Partners                  (2,755,048)       630,786
General Partner                     (30,798)      7,371

NET INCOME (LOSS) PER UNIT

 Limited Partners                     (1.01)        .60
 General Partner                      (1.01)         .60

<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 Six Months Ended June 30, 2000 and the
                   Period from March 1, 1999
                 (commencement of operations) to
                          June 30, 1999
                          (Unaudited)


<CAPTION>

                          Units of
                        Partnership Limited   General
                          Interest   Partners Partner    Total

<S>                   <C>                <C>         <C>       <C>

Partners' Capital,
March 1, 1999
Initial Offering    483,488.295      $4,774,883   $60,000   $4,834,883

Offering of Units     916,824.243     9,266,662   105,000    9,371,662

Net Income                    -         630,786     7,371      638,157

Partners' Capital,
  June 30, 1999     1,400,312.538    $14,672,331  $172,371  $14,844,702





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

Offering of Units     732,745.200       6,519,656   25,000      6,544,656

Net Loss                   -          (2,755,048)  (30,798)   (2,785,846)

Redemptions         (372,079.274)    (3,312,292)  _____-___   <3,312,292)

Partners' Capital,
  June 30, 2000     2,870,876.357    $23,491,945  $258,293   $23,750,238


<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 Period from

March 1, 1999

(commencement
For the Six Months         of operations) to

Ended June 30,                 June 30,
                                      2000            1999
                                        $              $


CASH FLOWS FROM OPERATING ACTIVITIES
<S>
<C>                                 <C>
 Net income (loss):               (2,785,846) 638,157
 Noncash item included in net income (loss):
    Net change in unrealized        1,354,054   (716,800)

 Increase in operating assets:
   Interest receivable (DWR)        (16,480)  (38,478)
 Increase in operating liabilities:
    Accrued brokerage fees (DWR)       14,617      73,627
       Accrued    management   fees               4,176    21,036
Accrued          incentive          fees              ________-__
28,060
  Net  cash  provided  by  (used for)  operating  activities   (1
,429,479)                             5,602


CASH FLOWS FROM FINANCING ACTIVITIES

                         Initial                         offering
-     4,834,883
 Offering    of    Units                   6,544,656    9,371,662
 (Increase)  decrease  in  subscriptions  receivable      421,662
 (1,567,184)
          Increase         in         redemptions         payable
124,562                            -
                Redemptions               of                Units
(3,312,292)                        ______-___

 Net cash provided by financing activities  3,778,588  12,639,361

 Net increase in cash               2,349,109  12,644,963

 Balance at beginning of period    21,677,769______-____
 Balance at end of period          24,026,878  12,644,963



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



<PAGE>

        MORGAN STANLEY DEAN WITTER CHARTER MILLBURN L.P.

                  NOTES TO FINANCIAL STATEMENTS

                           (UNAUDITED)

The  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 Millburn L.P. (the "Partnership"). The  financial

statements  and  condensed  notes  herein  should  be   read   in

conjunction  with  the  Partnership's December  31,  1999  Annual

Report on Form 10-K.


1. Organization

Morgan  Stanley Dean Witter Charter Millburn L.P. is  a  Delaware

limited  partnership  organized  to  engage  primarily   in   the

speculative trading of futures and forward contracts, options  on

futures contracts and on physical commodities and other commodity

interests,  including foreign currencies, financial  instruments,

metals,  energy and agricultural products (collectively, "futures

interests").  The Partnership commenced operations  on  March  1,

1999.   The Partnership is one of the Morgan Stanley Dean  Witter

Charter  Series  of  funds, comprised of the Partnership,  Morgan

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

Witter Charter Welton L.P.



The   general   partner   is   Demeter   Management   Corporation

("Demeter"). The non-clearing  commodity  broker is  Dean  Witter

Reynolds Inc.

<PAGE>

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


("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.  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 DWR and Carr in futures

interests trading accounts to meet margin requirements as needed.

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

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

Partnership pays brokerage fees to DWR.



3.  Financial Instruments

The Partnership trades futures and forward contracts, options  on

futures   contracts,  and  on  physical  commodities  and   other

commodity  interests,  including  foreign  currencies,  financial

instruments,  metals, energy and agricultural products.   Futures

and  forwards  represent  contracts for delayed  delivery  of  an

instrument  at  a  specified date and price.   Risk  arises  from

changes  in  the  value  of  these contracts  and  the  potential

inability  of  counterparties to perform under the terms  of  the

contracts.   There  are numerous factors which may  significantly

influence the market value of these contracts, including interest

rate volatility.

<PAGE>

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




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

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

133,   "Accounting   for  Derivative  Instruments   and   Hedging

Activities" effective for fiscal years beginning after  June  15,

1999.   In  June 1999, the FASB issued SFAS No. 137,  "Accounting

for  Derivative Instruments and Hedging Activities - Deferral  of

the  Effective Date of SFAS No. 133", which defers  the  required

implementation of SFAS No. 133 until fiscal years beginning after

June  15, 2000.  However, the Partnership had previously  elected

to adopt the provisions of SFAS No. 133 for the fiscal year ended

December 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 (loss) on open contracts is reported as a

component  of  "Equity in futures interests trading accounts"  on

the  statements of financial condition and totaled $(433,231) and

$920,823 at June 30, 2000 and December 31, 1999, respectively.





<PAGE>

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




Of the $433,231 net unrealized loss on open contracts at June 30,

2000,  $270,993 related to exchange-traded futures contracts  and

$(704,224)   related  to  off-exchange-traded  forward   currency

contracts.



Of the $920,823 net unrealized gain on open contracts at December

31,  1999,  $983,771 related to exchange-traded futures contracts

and  $(62,948)  related to off-exchange-traded  forward  currency

contracts.



Exchange-traded futures contracts held by the Partnership at June

30, 2000 and December 31, 1999 mature through March 2001 and June

2000,    respectively.   Off-exchange-traded   forward   currency

contracts  held by the Partnership at June 30, 2000 and  December

31,   1999   mature  through  September  2000  and  March   2000,

respectively.



The  Partnership  has  credit risk associated  with  counterparty

nonperformance.  The credit risk associated with the  instruments

in  which  the Partnership is involved is limited to the  amounts

reflected in the Partnership's statements of financial condition.



The Partnership also has credit risk because DWR and Carr act  as

the   futures   commission  merchants   or   the   counterparties

with

<PAGE>

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


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  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 $24,297,871 and $22,661,540  at

June  30, 2000 and December 31, 1999, respectively.  With respect

to   the   Partnership's  off-exchange-traded  forward   currency

contracts, there are no daily settlements of variations in  value

nor  is  there any requirement that an amount equal  to  the  net

unrealized  gain  on open forward contracts be segregated.   With

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

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

counterparty   on  all  of  such  contracts,  to   perform.   The

Partnership  has a netting agreement with Carr.  This  agreement,

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

on   off-exchange-traded  forward  currency   contracts,   should

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

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

Agricole   Indosuez,   has

<PAGE>

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




guaranteed  to  the  Partnership payment of the  net  liquidating

value of the transactions in the Partnership's account with  Carr

(including foreign currency contracts).








































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



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

clearing  broker and Carr as clearing broker in separate  futures

trading  accounts  established for  the  Trading  Advisor,  which

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

held   in  either  non-interest  bearing  bank  accounts  or   in

securities   and instruments permitted by the CFTC for investment

of  customer  segregated  or secured  funds.   The  Partnership's

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

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

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

expected  that the Partnership will continue to own  such  liquid

assets for margin purposes.



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

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

limit  fluctuations in prices during a single day by  regulations

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

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

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

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

positions  in  that futures or options contract  can  neither  be

taken  nor liquidated unless traders are willing to effect trades

at  or  within   the  limit.  Futures  prices  have  occasionally

moved the



<PAGE>

daily  limit  for  several consecutive days  with  little  or  no

trading.   These market conditions could prevent the  Partnership

from  promptly  liquidating its futures or options contracts  and

result in restrictions on redemptions.



There  is  no limitation on daily price moves in trading  forward

contracts  on  foreign currencies.  The markets  for  some  world

currencies  have low trading volume and are illiquid,  which  may

prevent  the  Partnership from trading in potentially  profitable

markets  or  prevent  the Partnership from  promptly  liquidating

unfavorable  positions  in  such markets  and  subjecting  it  to

substantial  losses.  Either  of these  market  conditions  could

result in restrictions on redemptions.



The  Partnership  has  never had illiquidity  affect  a  material

portion of its assets.



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

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

additional  units of limited partnership interest ("Unit(s)")  in

the  future  will  affect  the  amount  of  funds  available  for

investment in futures interests in subsequent periods.  It is not

possible  to  estimate the amount and therefore,  the  impact  of

future redemptions of Units.





<PAGE>

Results of Operations

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

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

advantage of price movements or other profit opportunities in the

futures, forwards, and options markets.  The following presents a

summary  of the Partnership's operations for the quarter and  six

months  ended June 30, 2000 and the quarter ended June  30,  1999

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

June  30,  1999,  respectively, and a general discussion  of  its

trading activities during each quarter.  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 Six Months Ended June 30, 2000

For  the  quarter  ended June 30, 2000, the Partnership  recorded

total  trading  losses  net of interest income  of  $988,574  and

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

significant  losses of approximately 6.3% were  recorded  in  the

currency markets primarily during April from long positions in



<PAGE>

the Japanese yen as the value of the yen weakened versus the U.S.

dollar   amid   fears  of  additional  Bank  of   Japan   ("BOJ")

intervention.   During May and June, losses  were  recorded  from

short  positions in the Japanese yen as its value reversed higher

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

the  possible end of the zero interest rate policy in Japan.  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.  In the global interest rate futures  markets,

losses  of  approximately 4.6% were experienced primarily  during

April  and  early May from long positions in U.S.  interest  rate

futures as prices declined amid fears of additional interest rate

hikes  by  the  U.S.  Federal Reserve.  Newly  established  short

positions incurred additional losses later in May and during June

as  prices moved higher amid signs that U.S. economic growth  has

slowed and the prospects of additional interest rate hikes by the

Federal  Reserve were fading.  In the metals markets,  losses  of

approximately 1.3% were recorded primarily during June from short

aluminum  futures positions as prices reversed sharply higher  at

mid-month  on  institutional buying and fears that U.S.  capacity

could  be  hit  further by power shortages.  In the global  stock

index futures markets, losses of approximately 0.8% were incurred

primarily  during  April and June from trading  Hang  Seng  Index

futures.   These  losses  were  partially  offset  by  gains   of

approximately  6.7%  recorded  in the  energy  markets  primarily

during May and June from long futures positions in crude oil and

<PAGE>

its  related  products  as the previous upward  movement  in  oil

prices  re-emerged  amid rising concerns regarding  supplies  and

production  levels.   Additional gains were recorded  during  May

from  long  positions in natural gas futures as prices  continued

their  upward  trend,  as  data  released  by  the  American  Gas

Association further confirmed fears that inventory levels  remain

low.   In  the soft commodities markets, profits of approximately

1.3% were recorded throughout a majority of the quarter from long

sugar  futures  positions as prices moved higher  due  to  strong

demand and declining production from Brazil.  Total expenses  for

the three months ended June 30, 2000 were $554,129, resulting  in

a  net  loss  of $1,542,703.  The value of a Unit decreased  from

$8.82 at March 31, 2000 to $8.27 at June 30, 2000.



For  the six months ended June 30, 2000, the Partnership recorded

total  trading  losses net of interest income of  $1,691,456  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 BOJ intervention.  During May and

June,  losses were recorded from short positions in the  Japanese

yen as its value reversed higher versus the U.S. dollar following

hints  by  BOJ governor Hayami of the possible end  of  the  zero

interest rate policy in Japan.  The U.S. dollar weakened  further

versus the yen during June due primarily to the perception that

<PAGE>

interest  rates in the U.S. may have topped out as data suggested

that  economic  growth  may finally be slowing.   In  the  global

interest rate futures markets, losses of approximately 5.3%  were

experienced  primarily  during April  and  early  May  from  long

positions  in U.S. interest rate futures as prices declined  amid

fears  of  additional  interest rate hikes by  the  U.S.  Federal

Reserve.   Newly established short positions incurred  additional

losses  later in May and during June as prices moved higher  amid

signs  that U.S. economic growth has slowed and the prospects  of

additional  interest  rate  hikes by  the  Federal  Reserve  were

fading.   In  the global stock index futures markets,  losses  of

approximately  4.9%  were recorded primarily  from  long  futures

positions  in  the Hang Seng Index as most global  equity  prices

reversed  lower  earlier in 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 movements within most of the world's stock markets.  In the

agricultural markets, losses of approximately 1.7% were  incurred

primarily during February, May and June from long corn and  wheat

futures  positions as prices declined as a result of insufficient

demand and heavy rain in the U.S. production areas.  These losses

were  partially  offset by gains of approximately  9.4%  recorded

primarily  during  February  in  the  energy  markets  from  long

positions  in crude oil futures and its refined products  as  oil

prices increased on concerns about future output levels from  the

world's leading producer countries amid dwindling stockpiles and

<PAGE>

increasing demand.  Gains were also recorded during May and  June

from  long futures positions in crude oil as the previous  upward

movement  in oil prices reemerged amid rising concerns  regarding

supplies  and production levels.  Additional gains were  recorded

during  May from long positions in natural gas futures as  prices

continued  their upward trend, as data released by  the  American

Gas  Association  further confirmed fears that  inventory  levels

remain  low.   In  the  soft  commodities  markets,  profits   of

approximately 0.8% were recorded primarily during  May  and  June

from  long sugar futures positions as prices moved higher due  to

strong  demand  and  declining  production  from  Brazil.   Total

expenses  for the six months ended June 30, 2000 were $1,094,390,

resulting  in  a  net loss of $2,785,846.  The value  of  a  Unit

decreased  from $9.28 at December 31, 1999 to $8.27 at  June  30,

2000.



For the Quarter and Four Months Ended June 30, 1999

For  the  quarter  ended June 30, 1999, the Partnership  recorded

total trading revenues including interest income of $998,179  and

posted  an  increase  in  Net Asset  Value  per  Unit.  The  most

significant  gains  of approximately 7.3% were  recorded  in  the

global   interest  rate  futures  markets  primarily  from   long

positions  in Japanese government bond futures as prices  rallied

higher  during  April as investors flooded into  higher  yielding

long-term  debt instruments after the Japanese government  failed

to propose a new economic spending plan.  Gains were also

<PAGE>

recorded  from  short  positions in this market  during  June  as

Japanese  bond  prices moved lower due to rising  interest  rates

spurred  by  an  optimistic outlook for that  country's  economy.

Additional  gains were recorded during June from short  positions

in  European and U.S. interest rate futures as prices moved lower

amid  skepticism regarding the European Monetary Union and  fears

of  an  interest  rate hike in the U.S.  In  global  stock  index

futures  trading,  gains  of  approximately  2.8%  were  recorded

primarily  from  long  positions in Hang Seng  and  Nikkei  Index

futures  during  June, as most Asian equity prices  moved  higher

during  June amid an overall bullish sentiment for the  economies

of  the Far East, more than offset losses recorded in these  same

markets during May.  In metals, gains of approximately 0.9%  were

recorded primarily from long aluminum futures positions as prices

increased during April and June amid tightening supply levels and

increased demand.  These gains were partially offset by losses of

approximately 2.1% experienced in soft commodities primarily from

long  coffee futures positions as coffee prices declined  sharply

during  early June due to forecasts for warmer weather in  Brazil

and   ample   warehouse  supplies.   In  currencies,  losses   of

approximately  0.6%  were incurred from short  positions  in  the

Japanese  yen,  as the value of the yen strengthened  versus  the

U.S.  dollar during mid June on optimism regarding that country's

economy,  more than offset profits recorded from short  positions

in the euro and Swiss franc as the value of these currencies



<PAGE>

weakened  throughout a majority of the quarter.   Total  expenses

for the three months ended June 30, 1999 were $334,889, resulting

in  net  income of $663,290.  The value of a Unit increased  from

$9.95 at March 31, 1999 to $10.60 at June 30, 1999.



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

June  30,  1999, the Partnership recorded total trading  revenues

including interest income of $1,009,308 and posted an increase in

Net  Asset  Value  per  Unit.   The  most  significant  gains  of

approximately  7.5%  were recorded in the  global  interest  rate

futures   markets  primarily  from  long  positions  in  Japanese

government bond futures as prices rallied higher during April  as

investors flooded into higher yielding long-term debt instruments

after  the  Japanese government failed to propose a new  economic

spending plan.  Gains were also recorded from short positions  in

this  market during June as Japanese bond prices moved lower  due

to  rising  interest rates spurred by an optimistic  outlook  for

that  country's economy.  Smaller gains were recorded during June

from  short positions in European and U.S. interest rate  futures

as  prices  moved  lower amid skepticism regarding  the  European

Monetary Union and fears of an interest rate hike in the U.S.  In

global  stock index futures trading, gains of approximately  3.9%

were  recorded  primarily from long positions in  Hang  Seng  and

Nikkei  Index  futures during June as most  Asian  equity  prices

moved  higher  during June amid an overall bullish sentiment  for

the  economies of the Far East.  In the energy markets, gains  of

approximately 1.2%

<PAGE>

were  recorded primarily during March from long futures positions

in  crude  oil  and unleaded gas as prices climbed  following  an

agreement  reached  by both OPEC and non-OPEC  countries  to  cut

total  output  beginning April 1st.  These gains  were  partially

offset  by  losses  of  approximately 2.9%  experienced  in  soft

commodities  primarily  from  long coffee  futures  positions  as

coffee prices declined sharply during early June due to forecasts

for  warmer  weather in Brazil and ample warehouse supplies.   In

currencies, losses of approximately 0.4% incurred primarily  from

short  positions  in the Japanese yen, as the value  of  the  yen

strengthened versus the U.S. dollar during mid-June on optimism

regarding  that  country's  economy,  more  than  offset  profits

recorded  since March from short positions in the euro and  Swiss

franc  as  the  value  of these currencies  weakened  versus  the

dollar.    In   the   agricultural  markets,  small   losses   of

approximately  0.8%  were  recorded  primarily  from  short  corn

futures  positions  as prices moved higher  in  a  technical  and

seasonally  driven rally early in March and on a lack  of  farmer

selling.   Total  expenses  for the period  from  March  1,  1999

(commencement  of  operations) to June 30,  1999  were  $371,151,

resulting  in  net  income of $638,157.   The  value  of  a  Unit

increased   from  $10.00  at  March  1,  1999  (commencement   of

operations) to $10.60 at June 30, 1999.


Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
        RISK

Introduction

The Partnership is a commodity pool involved in the speculative

<PAGE>

trading  of  futures interests.  The market-sensitive instruments

held  by  the  Partnership are acquired for  speculative  trading

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

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

operating  company, the risk of market-sensitive  instruments  is

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

activities.



The  futures interests traded by the Partnership involve  varying

degrees  of  market  risk.  Market risk is often  dependent  upon

changes  in  the level or volatility of interest rates,  exchange

rates,  and  prices  of  financial instruments  and  commodities.

Fluctuations  in market risk based upon these factors  result  in

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

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



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

variety  of  factors,  including the  diversification  among  the

Partnership's open positions, the volatility present  within  the

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

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

risk associated with the Partnership.



The  Partnership's past performance is not necessarily indicative

of  its  future results. Any attempt to numerically quantify  the

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

<PAGE>

speculative  trading.  The Partnership's speculative trading  may

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

exceed  the  Partnership's experiences to date or any  reasonable

expectations based upon historical changes in market value.


Quantifying the Partnership's Trading Value at Risk

The    following    quantitative   disclosures   regarding    the

Partnership's  market  risk  exposures  contain  "forward-looking

statements"  within  the meaning of the safe  harbor  from  civil

liability  provided for such statements by the Private Securities

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

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

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

deemed to be forward-looking statements for purposes of the  safe

harbor, except for statements of historical fact.



The  Partnership accounts for open positions using mark-to-market

accounting  principles.   Any loss in the  market  value  of  the

Partnership's  open  positions  is  directly  reflected  in   the

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

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

futures interests are settled daily through variation margin.



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

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

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

<PAGE>

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

trading  portfolio.  The Partnership estimates VaR using a  model

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

Historical  simulation involves constructing  a  distribution  of

hypothetical  daily changes in the value of a trading  portfolio.

The  VaR  model takes into account linear exposures to price  and

interest  rate risk.  Market risks that are incorporated  in  the

VaR  model  include equity and commodity prices, interest  rates,

foreign  exchange  rates, and correlation among these  variables.

The  hypothetical changes in portfolio value are based  on  daily

percentage changes observed in key market indices or other market

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

sensitive.   The  historical observation period of  the  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.



<PAGE>

The Partnership's Value at Risk in Different Market Sectors

The  following  tables  indicate  the  VaR  associated  with  the

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

by  primary market risk category as of June 30, 2000 and 1999. As

of June 30, 2000 and 1999, the Partnership's total capitalization

was approximately $24 million and $15 million, respectively.

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

     Currency                    (0.92)%               (2.66)%

     Interest Rate                (0.61)               (1.41)

     Equity                       (0.34)               (1.61)

     Commodity                    (1.42)               (1.75)

     Aggregate Value at Risk      (1.77)%              (4.36)%



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 June 30, 2000 and 1999 only and is not  necessarily

representative  of  either the historic  or  future  risk  of  an

investment  in  the  Partnership. Because the Partnership's  only

business  is  the speculative trading of futures  interests,  the

composition of its trading portfolio can change significantly

<PAGE>

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

Any  changes  in  open positions could positively  or  negatively

materially impact market risk as measured by VaR.



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

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

Net Assets for the four quarterly reporting periods from July  1,

1999 through June 30, 2000.


Primary Market Risk Category        High      Low      Average

Currency                           (2.66)%   (0.92)%   (1.76)%

Interest Rate                      (1.41)    (0.61)    (1.05)

Equity                             (1.61)    (0.34)    (0.99)

Commodity                          (1.75)    (0.59)    (1.21)
Aggregate Value at Risk            (4.36)%   (1.77)%   (2.75)%


Limitations on Value at Risk as an Assessment of Market Risk

The  face  value  of the market sector instruments  held  by  the

Partnership  is  typically  many  times  the  applicable   margin

requirements.  Margin requirements generally range between 2% and

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

causes  the face value of the market sector instruments  held  by

the  Partnership  to typically  be  many    times    the    total

capitalization   of   the  Partnership.    The   value   of   the

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

typically found in other investments.  The relative size  of  the

positions held may cause the Partnership to incur losses greatly

<PAGE>

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,  gives

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

measures   should  be  viewed  in  light  of  the   methodology's

limitations, which include the following:

     past  changes in market risk factors will not always result

  in accurate predictions of the distributions and correlations of

  future market movements;

     changes  in portfolio value in response to market movements

  may differ from those of the VaR model;

    VaR results reflect past trading positions while future risk

  depends on future positions;

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

  market  risk of positions that cannot be liquidated  or  hedged

  within one day; and

     the  historical  market  risk  factor  data  used  for  VaR

  estimation  may provide only limited insight into  losses  that

  could be incurred under certain unusual market movements.



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

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

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

quarterly reporting periods from July 1, 1999 through June 30,



<PAGE>

2000.   Since VaR is based on historical data, VaR should not  be

viewed  as  predictive  of  the  Partnership's  future  financial

performance or its ability to manage or monitor risk.  There can

be  no  assurance  that  the Partnership's  actual  losses  on  a

particular day will not exceed the VaR amounts indicated above or

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



Non-Trading Risk

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

balances  not needed for margin.  These balances and  any  market

risk  they  may represent are immaterial.  At June 30,  2000  the

Partnership's cash balance at DWR was approximately  86%  of  its

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

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

income. This cash flow risk is not considered material.



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

assessment  of  reasonably  possible  market  movements  and  any

associated  potential losses, taking into account  the  leverage,

optionality and multiplier features of the Partnership's  market-

sensitive instruments.



Qualitative Disclosures Regarding Primary Trading Risk Exposures

The following qualitative disclosures regarding the Partnership's

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



<PAGE>

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

Partnership   manages  its  primary  market  risk   exposures   -

constitute  forward-looking  statements  within  the  meaning  of

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

Securities  Exchange Act.  The Partnership's primary market  risk

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

Demeter  and the Trading Advisor for managing such exposures  are

subject  to numerous uncertainties, contingencies and risks,  any

one  of which could cause the actual results of the Partnership's

risk  controls to differ materially from the objectives  of  such

strategies.     Government    interventions,     defaults     and

expropriations,  illiquid  markets,  the  emergence  of  dominant

fundamental  factors, political upheavals, changes in  historical

price  relationships,  an  influx  of  new  market  participants,

increased  regulation  and many other  factors  could  result  in

material  losses  as  well as in material  changes  to  the  risk

exposures  and the risk management strategies of the Partnership.

Investors  must be prepared to lose all or substantially  all  of

their investment in the Partnership.



The  following  were the primary trading risk  exposures  of  the

Partnership  as of June 30, 2000, by market sector.   It  may  be

anticipated  however,  that  these  market  exposures  will  vary

materially over time.





<PAGE>

Currency.  The primary market exposure in the Partnership  is  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  second  quarter  of  2000,   the

Partnership's  major exposures were in the euro currency  crosses

and  outright U.S. dollar positions.  Outright positions  consist

of  the U.S. dollar vs. other currencies.  These other currencies

include  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 adjustment  to  reflect  the

exchange  rate  risk inherent to the dollar-based Partnership  in

expressing VaR in a functional currency other than dollars.



Interest  Rate.  The second largest market exposure at  June  30,

2000  was  in  the  interest  rate  complex.   The  Partnership's

exposure  in  the interest rate market complex was spread  across

the  U.S., European 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

<PAGE>

the  value  of its stock index and currency positions.   Interest

rate  movements in one country as well as relative interest  rate

movements  between countries materially impact the  Partnership's

profitability.  The Partnership's primary interest rate  exposure

is  generally to interest rate fluctuations in the United  States

and  the  other  G-7  countries.  The G-7  countries  consist  of

France, U.S., Britain, Germany, Japan, Italy and Canada.  Demeter

anticipates  that  G-7  interest rates will  remain  the  primary

interest  rate  exposure of the Partnership for  the  foreseeable

future.  The changes in interest rates 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

Partnership  are  by  law  limited to futures  on  broadly  based

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

exposures  were in the TOPIX (Japan), Hang Seng (China)  and  S&P

500  (U.S.) stock indices.  The Partnership is primarily  exposed

to the risk of adverse price trends or static markets in the U.S.

and Japanese indices.  Static markets would not cause major



<PAGE>

market changes but would make it difficult for the Partnership to

avoid being "whipsawed" into numerous small losses.



Commodity.

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

shared  primarily  by  futures contracts in  the  crude  oil  and

natural  gas  markets.  Price movements in these  markets  result

from political developments in the Middle East, weather patterns,

and  other economic fundamentals.  It is possible that volatility

will  remain  high.  Significant profits and losses,  which  have

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

experienced in this market.  Natural gas has exhibited volatility

in  prices resulting from weather patterns and supply and  demand

factors and may continue in this choppy pattern.



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

fluctuations in the price of gold.  Although the Trading  Advisor

will  from  time to time trade base metals such as  aluminum  and

zinc,  the  principal  market exposures of the  Partnership  have

consistently  been in precious metals.  Exposure was  evident  in

the  gold market as gold prices were volatile during the quarter.

Demeter  anticipates  that gold will remain  the  primary  metals

market exposure for the Partnership.







<PAGE>

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

Partnership had exposure in the sugar, coffee and wheat  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 June 30, 2000:



Foreign  Currency  Balances.  The Partnership's  primary  foreign

currency  balances  are  in the Japanese  yen.   The  Partnership

controls  the  non-trading risk of these  balances  by  regularly

converting  these balances back into dollars upon liquidation  of

the respective position.



Qualitative Disclosures Regarding Means of Managing Risk Exposure

The  Partnership and the Trading Advisor, separately, attempt  to

manage   the   risk  of  the  Partnership's  open  positions   in

essentially the same manner in all market categories traded.



Demeter  attempts  to manage market exposure by diversifying  the

Partnership's assets among different market sectors  and  trading

approaches, and monitoring the performance of the Trading Advisor







<PAGE>

daily.   In  addition,  the Trading Advisor establishes  diversi-

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

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

sensitive instrument.



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

trading   instrument,  cash.   Cash  is  the   only   Partnership

investment directed by Demeter, rather than the Trading Advisor.





































<PAGE>

                   PART II.  OTHER INFORMATION



Item 1.  LEGAL PROCEEDINGS

Please refer to Legal Proceedings previously disclosed in the

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

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



Item 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

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

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

November 6, 1998 (SEC File Number 333-60103).



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 DWR.



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

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

the last day of each month.



Through  June  30, 2000, 3,264,759.685 Units were  sold,  leaving

5,735,240.315  Units unsold as of June 30, 2000.   The  aggregate

price of the Units sold through June 30, 2000 was $31,973,393.



<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 5.   OTHER INFORMATION

Effective July 1, 2000, Lewis A. Raibley, III resigned  as  Chief

Financial  Officer  and  a Director of Demeter  and  Dean  Witter

Futures  Currency  Management  Inc.   Effective  July  10,  2000,

Raymond E. Koch replaced Lewis A. Raibley, III as Chief Financial

Officer of Demeter.


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  March  27,
          2000, is incorporated by reference to Exhibit A of  the
          Partnership's Prospectus, dated November 6, 1998, filed
          with the Securities and Exchange Commission pursuant to
          Rule  424(b)(3) under the Securities Act  of  1933,  as
          amended, on March 31, 2000.

  3.02   Certificate of Limited Partnership, dated July 15, 1998,
       is  incorporated  by  reference to  Exhibit  3.02  of  the
       Partnership's Form 10-Q (File No. 0-25605) for the        quarter
       ended March 31, 1999.

 10.01        Management Agreement, dated as of November 6, 1998,
      among the Partnership, Demeter Management Corporation,     and
      Millburn Ridgefield Corporation is incorporated by     reference
      to Exhibit 10.01 of the Partnership's Form 10-    Q (File No. 0-
      25605) for the quarter ended March 31,       1999.
<PAGE>
 10.02         Customer Agreement, dated as of November 6,  1998,
      between  the Partnership and Dean Witter Reynolds  Inc.  is
      incorporated   by  reference  to  Exhibit  10.02   of   the
      Partnership's  Form  10-Q  (File  No.  0-25605)   for   the
      quarter ended March 31, 1999.

 10.03         Customer Agreement, dated as of November 6,  1998,
      among    the Partnership, Carr Futures, Inc., and Dean Witter
      Reynolds Inc. is incorporated by reference to Exhibit      10.03
      of the Partnership's Form 10-Q (File No. 0-25605)    for the
      quarter ended March 31, 1999.

  10.04   International Foreign Exchange Master Agreement,  dated
          as  of  November  6, 1998, between the Partnership  and
          Carr  Futures,  Inc. is incorporated  by  reference  to
          Exhibit 10.04 of the Partnership's Form 10-Q (File  No.
          0-25605) for the quarter ended March 31, 1999.

  10.05   Subscription  and  Exchange  Agreement  and  Power   of
          Attorney  to be executed by each purchase of  Units  is
          incorporated  by  reference  to  Exhibit   B   of   the
          Partnership's  Prospectus dated March 27,  2000,  filed
          with the Securities and Exchange Commission pursuant to
          Rule  424(b)(3) under the Securities Act  of  1933,  as
          amended, on March 31, 2000.

  10.06   Escrow  Agreement, dated November 6,  1998,  among  the
          Partnership,   Demeter  Management  Corporation,   Dean
          Witter Reynolds Inc., and Chemical Bank is incorporated
          by reference in Exhibit 10.06 of the Partnership's Form
          10-Q (File No. 0-25605) for the quarter ended March 31,
          1999.

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


















                             <PAGE>








                            SIGNATURE



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


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

                              By: Demeter Management Corporation
                                  (General Partner)

August 11, 2000               By:/s/ Raymond E. Koch_____________
Raymond E. Koch
                                     Chief Financial Officer




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