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, 2001 or

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

Commission File number 0-25605

	MORGAN STANLEY DEAN WITTER CHARTER MILLBURN L.P.

	(Exact name of registrant as specified in its charter)


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


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


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




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


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


Yes    X       	No___________






<page>
<table>

	MORGAN STANLEY DEAN WITTER CHARTER MILLBURN L.P.

	INDEX TO QUARTERLY REPORT ON FORM 10-Q

	June 30, 2001

<caption>

PART I. FINANCIAL INFORMATION

				<c>
Item 1. Financial Statements

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

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

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

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

		Statements of Cash Flows for the Six Months Ended
		June 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 ........................................22-35

Part II. OTHER INFORMATION

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

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

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,
                       2001   	    2000
	$	   $
	(Unaudited)
ASSETS

	<c>	<c>
Equity in futures interests trading accounts:
	Cash	31,120,441	25,080,303

	Net unrealized gain on open contracts (MS & Co.)	597,915 	   5,085,160
	Net unrealized loss on open contracts (MSIL)	                                     (1,175)                          (114,319)

	Total net unrealized gain on open contracts                                      596,740	   4,970,841

	     Total Trading Equity	31,717,181	30,051,144

Subscriptions receivable	802,530	402,325
Interest receivable (Morgan Stanley DW)	        97,963 	      141,550

	     Total Assets	   32,617,674 	     30,595,019

LIABILITIES AND PARTNERS' CAPITAL

Liabilities
	Redemptions payable	689,774	619,297
	Accrued brokerage fees (Morgan Stanley DW)	189,795	150,207
	Accrued management fees	        54,227	        42,916

	     Total Liabilities	      933,796	      812,420

Partners' Capital

	Limited Partners (3,039,740.063 and
	     2,833,265.854 Units, respectively)	31,343,544	 29,457,979
	General Partner (33,006.002 and
          31,221.881 Units, respectively)	      340,334	       324,620

	     Total Partners' Capital	   31,683,878	   29,782,599

Total Liabilities and Partners' Capital	    32,617,674	     30,595,019

NET ASSET VALUE PER UNIT	             10.31	              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 June 30,

	     2001   	   2000
	    $	   $
REVENUES

			<c>	<c>
	Trading profit (loss):
		Realized	1,035,646	(731,761)
		Net change in unrealized                                                    (3,334,400)	   (595,866)

			Total Trading Results                                                       (2,298,754)	(1,327,627)

	Interest income (Morgan Stanley DW)	       315,066	       339,053

			Total                                                                                 (1,983,688)	    (988,574)


EXPENSES

	Brokerage fees (Morgan Stanley DW)                                           	 570,158                   430,989
	Management fees                                                                            162,903                   123,140

Total                                                                            733,061                   554,129

NET LOSS	   (2,716,749)	   (1,542,703)


NET LOSS ALLOCATION

	Limited Partners                                                                        (2,686,971)		(1,525,718)
	General Partner                                                                              (29,778)		(16,985)


NET LOSS PER UNIT

	Limited Partners                                                                                  (0.90)	(0.55)
	General Partner                                                                                   (0.90)	(0.55)

<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 Six Months Ended June 30,

	      2001     	       2000
	$	    $

REVENUES

			<c>		<c>
	Trading profit (loss):
		Realized 	4,796,636		(982,883)
 	 	Net change in unrealized                                                  (4,374,101)		   (1,354,054)

			Total Trading Results 	422,535		(2,336,937)

	Interest income (Morgan Stanley DW) 	       718,424	                      645,481

			Total  	    1,140,959		  (1,691,456)


EXPENSES

	Brokerage fees (Morgan Stanley DW) 	                                      1,098,651                     851,192
	Management fees	      313,901	                      243,198

			Total  	   1,412,552	                   1,094,390

NET LOSS                                                                                       (271,593)		    (2,785,846)


NET LOSS ALLOCATION

	Limited Partners                                                                           (267,307)		(2,755,048)
	General Partner                                                                                (4,286)	(30,798)


NET LOSS PER UNIT

	Limited Partners                                                                                 (0.09)		(1.01)
	General Partner                                                                                  (0.09)		(1.01)

<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, 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	  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





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

Offering of Units	  454,825.119		4,757,917		20,000		4,777,917

Net Loss                                                                     -			(267,307)		(4,286)		(271,593)

Redemptions	  (246,566.789)		  (2,605,045)		_____-___		  (2,605,045)

Partners' Capital,
	June 30, 2001	  3,072,746.065 	     	   31,343,544  	    340,334 		   31,683,878






<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 Six Months Ended June 30,


	      2001     	       2000
	$	    $


CASH FLOWS FROM OPERATING ACTIVITIES

			<c>	<c>

Net loss	                                                                                            (271,593)	(2,785,846)
Noncash item included in net loss:
		Net change in unrealized	4,374,101	1,354,054

(Increase) decrease in operating assets:
		Interest receivable (Morgan Stanley DW)	43,587	(16,480)

Increase in operating liabilities:
		Accrued brokerage fees (Morgan Stanley DW)                       	39,588                      14,617
		Accrued management fees                                                      11,311                        4,176

Net cash provided by (used for) operating activities	   4,196,994	  (1,429,479)


CASH FLOWS FROM FINANCING ACTIVITIES

Offering of Units	4,777,917	6,544,656
(Increase) decrease in subscriptions receivable                               (400,205)	    421,662
Increase in redemptions payable 	70,477	                   124,562
Redemptions of Units                         (2,605,045)           	     (3,312,292)

Net cash provided by financing activities	    1,843,144	   3,778,588

Net increase in cash	6,040,138	2,349,109

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

Balance at end of period	   31,120,441	   24,026,878


<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
June 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"). Dean Witter Reynolds Inc. changed its name
to Morgan Stanley DW Inc., effective April 2, 2001. The clearing
commodity brokers are Morgan Stanley & Co., Inc. ("MS & Co.") and
Morgan Stanley & Co. International Limited ("MSIL"). 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 forward 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 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 on Open
                             Contracts                   Longest Maturity

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

June 30, 2001        749,676    (152,936)    596,740    Dec. 2001   Sept. 2001

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

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

The Partnership also has credit risk because 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
gain on all open futures and futures-styled options contracts,
which funds, in the aggregate, totaled $31,870,117 and $27,814,504
at June 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 gain on open forward contracts be segregated.  With
respect to those off-exchange-traded forward currency contracts,
the Partnership is at risk to the ability of MS & Co., the sole
counterparty on all of such contracts, to perform. The Partnership
has a netting agreement with MS & Co.  This agreement, which seeks
to reduce both the Partnership's and MS & Co.'s exposure on off-
exchange-traded forward currency contracts, should materially

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


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 six
month periods ended June 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 Six Months Ended June 30, 2001
For the quarter ended June 30, 2001, the Partnership recorded
total trading losses, net of interest income, of $1,983,688 and
posted a decrease in net asset value per Unit.  The most
significant losses of approximately 4.5% were recorded in the
global interest rate futures markets primarily during June from
short positions in U.S. interest rate futures as prices rallied
on the possibility that the release of weak U.S. economic data
would prompt the U.S. Federal Reserve to cut interest rates at
<page>
its Federal Open Market Committee meeting in late June.  Long
positions in this market experienced losses during April as U.S.
bond prices reversed sharply lower following a rally in stock
prices as investors deserted risk-free government securities in
an asset shift to equities.  Additional losses were recorded
during June from short positions in German interest rate futures
as prices increased on the decline in U.S. equity prices and
during April from long positions as prices reversed sharply lower
on reports of the European Central Bank's decision to leave
interest rates on hold. Additional losses of approximately 1.4%
were recorded in the global stock index futures markets primarily
during early June from long positions in DAX Index futures as
prices declined on earnings warnings and weak economic data in
the U.S. and Germany. Smaller losses of approximately 0.8% were
recorded in the currency markets primarily during April from
short positions in the Japanese yen as the value of the yen
reversed higher versus the U.S. dollar following a surprise
interest rate cut by the U.S. Federal Reserve and on optimism
that the Japanese government would unveil an emergency economic
package to revive the ailing Japanese economy.  A portion of
overall Partnership losses for the quarter was offset by gains of
approximately 1.0% recorded in the energy markets primarily
during May and June from short positions in natural gas futures
as prices declined on continued concerns regarding rising U.S.
natural gas inventories and mild weather across the United
States.  Long positions in unleaded gas futures also profited
<page>
during April and early June as prices increased on concerns over
gasoline supply and growing expectations for a possible fuel
shortage during the peak summer driving season.  Total expenses
for the three months ended June 30, 2001 were $733,061, resulting
in a net loss of $2,716,749.  The net asset value of a Unit
decreased from $11.21 at March 31, 2001 to $10.31 at June 30,
2001.

For the six months ended June 30, 2001, the Partnership recorded
total trading revenues, including interest income, of $1,140,959
and, after expenses, posted a decrease in net asset value per
Unit.  The most significant losses of approximately 2.3% 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.  Long
positions in gas and heating oil futures experienced losses
during late June as prices declined on reports of an increase in
supplies.  Smaller losses of approximately 0.8% were recorded in
the metals markets primarily during March from trading gold
futures as prices moved without consistent direction.  These
losses were partially offset by gains of approximately 5.7%
recorded in the currency markets throughout the first quarter
from short positions in the Japanese yen as the value of the yen
weakened relative to the U.S. dollar on concerns for the Japanese
economy and in both anticipation and reaction to the Bank of
Japan's ("BOJ") decision to reinstate its zero interest rate
<page>
policy.  Short positions in the euro also experienced gains
primarily during May as its value weakened relative to the U.S.
dollar following reports of weak European economic data.
Additional gains were recorded from short positions in the Thai
baht and Singapore dollar as the value of these currencies
declined relative to the U.S. dollar during March on concerns
regarding the overall economic environment in the Pacific Rim.
In the soft commodities markets, gains of approximately 0.3% were
recorded throughout the first quarter from short cotton futures
positions as prices moved lower on weak export sales and low
demand.  Total expenses for the six months ended June 30, 2001
were $1,412,552, resulting in a net loss of $271,593.  The net
asset value of a Unit decreased from $10.40 at December 31, 2000
to $10.31 at June 30, 2001.

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
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
<page>
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 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

<page>
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 net asset
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
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

<page>
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
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 re-emerged amid rising concerns regarding
<page>
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 in 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 net asset value of a Unit
decreased from $9.28 at December 31, 1999 to $8.27 at June 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
<page>
often dependent upon changes in the level or volatility of
interest rates, exchange rates, and prices of financial
instruments and commodities. Fluctuations in market risk based
upon these factors result in frequent changes in the fair value
of the Partnership's open positions, and, consequently, in its
earnings and cash flow.

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

The Partnership's past performance is not necessarily indicative
of its future results. Any attempt to numerically quantify the
Partnership's market risk is limited by the uncertainty of its
speculative trading.  The Partnership's speculative trading may
cause future losses and volatility (i.e. "risk of ruin") that far
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
<page>
such statements by the Private Securities Litigation Reform Act of
1995 (set forth in Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934). All
quantitative disclosures in this section are deemed to be forward-
looking statements for purposes of the safe harbor, except for
statements of historical fact.

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

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 as of June 30, 2001 and 2000. At
June 30, 2001 and 2000, the Partnership's total capitalization
was approximately $32 million and $24 million, respectively.


<page>

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

     Currency    	      (3.16)%			   (0.92)%
     Interest Rate	     (1.11)  			   (0.61)
Equity				  (0.25)			   (0.34)
Commodity 		 	  (1.65)			   (1.42)
    	Aggregate Value at Risk	  (3.71)%			   (1.77)%

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, 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 July 1,
2000 through June 30, 2001.

Primary Market Risk Category		 High	 Low		Average

Currency				 		(3.16)%	(1.76)%	(2.36)%

Interest Rate					(2.27)	(1.11)	(1.61)

Equity						(0.88)	(0.25)	(0.49)

Commodity						(1.65)	(0.73)	(1.10)

Aggregate Value at Risk			(3.71)%	(2.71)%	(3.25)%


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

<page>
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 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 June 30, 2001 and for the end of the four
quarterly reporting periods from July 1, 2000 through June 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 a

<page>
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 June 30, 2001, the Partnership's cash balance at Morgan
Stanley DW was approximately 92% 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.




<page>
Qualitative Disclosures Regarding Primary Trading Risk Exposures
The following qualitative disclosures regarding the Partnership's
market risk exposures - except for (A) those disclosures that are
statements of historical fact and (B) the descriptions of how the
Partnership manages its primary market risk exposures -
constitute forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act.  The Partnership's primary market risk
exposures as well as the strategies used and to be used by
Demeter and the Trading Advisor for managing such exposures are
subject to numerous uncertainties, contingencies and risks, any
one of which could cause the actual results of the Partnership's
risk controls to differ materially from the objectives of such
strategies. Government interventions, defaults and
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 June 30, 2001, by market sector.  It may be

<page>
anticipated however, that these market exposures will vary
materially over time.

Currency.  The primary market exposure of the Partnership at June
30, 2001 was to 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
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.  The Partnership's exposure to the interest rate
market complex at June 30, 2001 was primarily spread across the
European, Japanese and U.S. interest rate sectors.  Interest rate
<page>
movements directly affect the price of the sovereign bond futures
positions held by the Partnership and indirectly affect the value
of its stock index and currency positions.  Interest rate
movements in one country as well as relative interest rate
movements between countries materially impact the Partnership's
profitability.  The Partnership's primary interest rate exposure
is generally to interest rate fluctuations in the United States
and the other G-7 countries.  The G-7 countries consist of
France, U.S., Britain, Germany, Japan, Italy and Canada.  Demeter
anticipates that G-7 interest rates will remain the primary
interest rate exposure of the Partnership for the foreseeable
future.  The changes in interest rates 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 at June 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 June 30, 2001, the Partnership's
primary exposures were to the TOPIX (Japan), Hang Seng (China)
and DAX (Germany) stock indices.  The Partnership is primarily
exposed to the risk of adverse price trends or static markets in
<page>
the U.S., European and Japanese indices.  Static markets would
not cause major market changes but would make it difficult for
the Partnership to avoid being "whipsawed" into numerous small
losses.
Commodity
Energy.  At June 30, 2001, the Partnership's energy exposure
was shared primarily by futures contracts in the crude oil
and natural gas markets.  Price movements in these markets
result from political developments in the Middle East,
weather patterns, and other economic fundamentals.  It is
possible that volatility will remain high.  Significant
profits and losses which have been experienced in the past,
are expected to continue to be experienced in this market.
Natural gas has exhibited volatility in prices resulting
from weather patterns and supply and demand factors and may
continue in this choppy pattern.

Soft Commodities and Agriculturals.  At June 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.

Metals.	The Partnership's primary metals market exposure
at June 30, 2001 was to fluctuations in the price of gold.
<page>
Although the Trading Advisor will from time to time trade
base metals such as aluminum, the principal market exposures
of the Partnership have consistently been to gold.  Gold
prices continued to be volatile during the quarter.  Demeter
anticipates that precious metals will remain the primary
metals market exposure of the Partnership.

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

Foreign Currency Balances.	The Partnership's primary
foreign currency balances at June 30, 2001 were in euros and
Japanese yen.  The Partnership controls the non-trading risk
of these balances by regularly converting these balances
back into dollars upon liquidation of their corresponding
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
<page>
daily.  In addition, the Trading Advisor establishes diversi-
fication guidelines, often set in terms of the maximum margin to
- 34 -
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
In April 2001, the Appellate Division of New York State dismissed
the class action previously disclosed in the Partnership's Form
10-K for the year ended December 31, 2000.  Because plaintiffs did
not exercise their right to appeal any further, this dismissal
constituted a final resolution of the case.

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 June 30, 2001, 3,978,806.857 Units were sold, leaving
5,021,193.143 Units unsold.  The aggregate price of the Units
sold through June 30, 2001 was $39,005,136.

Since no expenses are chargeable against proceeds, 100% of the
proceeds of the offering have been applied to the working capital
of the Partnership for use in accordance with the "Use of
Proceeds" section of the prospectus included as part of the above
referenced Registration Statement.

Item 6.	EXHIBITS AND REPORTS ON FORM 8-K

(A)	Exhibits
3.01	Form of Amended and Restated Limited Partnership Agreement
of the Partnership, dated as of October 31, 2000, is
incorporated by reference to Exhibit A of the
Partnership's Prospectus, dated October 11, 2000, filed
with the Securities and Exchange Commission pursuant to
Rule 424(b)(3) under the Securities Act of 1933, as
amended, on October 13, 2000.
3.02	Certificate of Limited Partnership, dated July 15, 1998,
is incorporated by reference to Exhibit 3.02 of the
Partnership's Registration Statement on Form S-1 (File No.
333-91569) filed with the Securities and Exchange
Commission on September 22, 2000.
10.02	Management Agreement, dated as of November 6, 1998, among
the Partnership, Demeter Management Corporation, and
Millburn Ridgefield Corporation is incorporated by
reference to Exhibit 10.02 of the Partnership's
Registration Statement on Form S-1 (File No. 333-91569)
filed with the Securities and Exchange Commission on
September 22, 2000.
10.03	Subscription and Exchange Agreement and Power of Attorney
to be executed by each purchase of Units is incorporated
by reference to Exhibit B of the Partnership's Prospectus
dated October 11, 2000, filed with the Securities and
Exchange Commission pursuant to Rule 424(b)(3) under the
Securities Act of 1933, as amended, on October 13, 2000.
<page>
10.04	Amended and Restated Escrow Agreement among the
Partnership, Morgan Stanley Dean Witter Charter Graham
L.P., Morgan Stanley Dean Witter Charter DWFCM L.P., Dean
Reynolds Inc. and The Chase Manhattan Bank is incorporated
by reference to Exhibit 10.04 of the Partnership's
Registration Statement on Form S-1 (File No. 333-91569)
filed with the Securities and Exchange Commission on March
30, 2001.
10.05	Form of Amended and Restated Customer Agreement among the
Partnership and Dean Witter Reynolds Inc., is incorporated
by reference to Exhibit 10.05 of the Partnership's
Registration Statement on Form S-1 (File No. 333-91569)
filed with the Securities and Exchange Commission on
September 22, 2000.
10.06	Form of Customer Agreement among the Partnership, Morgan
Stanley & Co., Inc., and Dean Witter Reynolds Inc., is
incorporated by reference to Exhibit 10.06 of the
Partnership's Registration Statement on Form S-1 (File No.
333-91569) filed with the Securities and Exchange
Commission on September 22, 2000.
10.07	Form of Customer Agreement among the Partnership, Morgan
Stanley & Co. International Limited, and Morgan Stanley &
Co., Inc., is incorporated by reference to Exhibit 10.07 of
the Partnership's Registration Statement on Form S-1 (File
No. 333-91569) filed with the Securities and Exchange
Commission on September 22, 2000.
10.08	Form of Foreign Exchange and Options Master Agreement among
the Partnership and Morgan Stanley & Co., Inc. is
incorporated by reference to Exhibit 10.08 of the
Partnership's Registration Statement on Form S-1 (File No.
333-91569) filed with the Securities and Exchange
Commission on September 22, 2000.
10.09	Subscription Agreement Update Form is incorporated by
reference to Exhibit C of the Partnership's Prospectus
dated October 11, 2000, filed with the Securities and
Exchange Commission pursuant to Rule 424(b)(3) under
the Securities Act of 1933, as amended, on October 13,
2000.
(B)   Reports on Form 8-K. - None.






<page>










SIGNATURE



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


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

	By:	Demeter Management Corporation
			(General Partner)

August 14, 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.