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

	FORM 10-Q


[X]	Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended September 30, 2001 or

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

Commission File No. 0-25603

	MORGAN STANLEY CHARTER GRAHAM L.P.

	(Exact name of registrant as specified in its charter)


		Delaware						     13-4018068
(State or other jurisdiction of		   	  (I.R.S. Employer
incorporation or organization)			      Identification No.)


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


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



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

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


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

Yes     X       	No



<page>
<table>

	MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P.

	INDEX TO QUARTERLY REPORT ON FORM 10-Q

	September 30, 2001

<caption>

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

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

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

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

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

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

		Notes to Financial Statements (Unaudited)...............7-11

Item 2.	Management's Discussion and Analysis of
			Financial Condition and Results of Operations.......12-22

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

Part II. OTHER INFORMATION

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

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

Item 6.	Exhibits and Reports on Form 8-K....................36-38









</table>

<page>
<table>
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

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

	<c>	<c>
Equity in futures interests trading accounts:
	Cash	36,971,625 	26,570,361

	Net unrealized gain on open contracts (MS & Co.)	4,649,466	   3,586,880
	Net unrealized gain (loss) on open contracts (MSIL)	1,065,367	(160,517)
	Net unrealized loss on open contracts (Carr)                                          -		    (10,863)

	Total net unrealized gain on open contracts	   5,714,833	   3,415,500

	     Total Trading Equity	42,686,458	29,985,861

Subscriptions receivable	893,795	252,518
Interest receivable (Morgan Stanley DW)	        97,029	      142,031

	     Total Assets	  43,677,282 	    30,380,410


LIABILITIES AND PARTNERS' CAPITAL

Liabilities
	Accrued incentive fees	341,515	860,827
	Redemptions payable	270,254	556,261
	Accrued brokerage fees (Morgan Stanley DW)	214,183	    149,461
	Accrued management fees	       61,195	      42,703

	     Total Liabilities	    887,147	   1,609,252

Partners' Capital

	Limited Partners (2,920,574.584 and
	     2,265,759.190 Units, respectively)	42,322,544	 28,446,182
	General Partner (32,267.309 and
           25,884.600 Units, respectively)	      467,591	     324,976

	     Total Partners' Capital	   42,790,135	 28,771,158
Total Liabilities and Partners' Capital	   43,677,282 	   30,380,410

NET ASSET VALUE PER UNIT		             14.49	           12.55
<fn>
	The accompanying notes are an integral part
	of these financial statements.
</table>
<page>
<table>
	MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P.
	STATEMENTS OF OPERATIONS
(Unaudited)


<caption>
	     For the Quarters Ended September 30,

	      2001   	   2000
	    $	   $


REVENUES

			<c>	<c>
	Trading profit (loss):
	     Realized	2,073,541	1,202,005
	     Net change in unrealized	 5,004,330	                    (358,485)

			Total Trading Results	7,077,871	                    843,520

	Interest income (Morgan Stanley DW)	      287,108	       315,541

			Total 	   7,364,979	                 1,159,061

EXPENSES

	Brokerage fees (Morgan Stanley DW)	598,524	360,265
	Incentive fees	341,515	-
	Management fees 	        171,007	      102,933

  			Total  	       1,111,046	      463,198


NET INCOME	       6,253,933	                    695,863

NET INCOME ALLOCATION

	Limited Partners	6,185,323	688,016
	General Partner	68,610	7,847


NET INCOME PER UNIT

	Limited Partners	                                                                                2.15	.31
	General Partner	                                                                                 2.15	.31



<fn>


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

<page>
<table>
	MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P.
	STATEMENTS OF OPERATIONS
(Unaudited)

<caption>



	                                           For the Nine Months Ended September 30,

	      2001     	     2000
	$	$


REVENUES

			<c>		<c>
	Trading profit (loss):
		Realized 	5,477,264		                    (459,075)
 	 	Net change in unrealized	   2,299,333		                 (1,270,027)

			Total Trading Results 	7,776,597		                 (1,729,102)

	Interest income (Morgan Stanley DW)                                  	   1,017,007		         872,695

			Total  	   8,793,604		                    (856,407)


EXPENSES

	Brokerage fees (Morgan Stanley DW) 	1,675,089		1,117,185
	Incentive fees  	973,558		89,338
 	Management fees	      478,597		       319,196

			Total  	   3,127,244		   1,525,719

NET INCOME (LOSS) 	   5,666,360		                 (2,382,126)


NET INCOME  (LOSS) ALLOCATION

	Limited Partners	5,604,745		(2,354,221)
	General Partner	61,615		(27,905)


NET INCOME (LOSS) PER UNIT

	Limited Partners	1.94		(1.07)
	General Partner	1.94		(1.07)


<fn>

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

MORGAN STANLEY DEAN WITTER CHARTER GRAHAM  L.P.
	STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
	For the Nine Months Ended September 30, 2001 and 2000
	(Unaudited)


<caption>


	Units of
	Partnership	Limited	General
	   Interest   	Partners	Partner	Total
		$	$	$




	<c>	<c>	<c>	<c>

Partners' Capital,
	December 31, 1999	2,007,335.985	20,424,608	       236,504	        20,661,112

Offering of Units	691,400.028	             6,807,307               	30,000           6,837,307

Net Loss                                                                      -  		(2,354,221)	(27,905)	(2,382,126)

Redemptions                                                (398,180.776)    	     (3,910,213)                   -		    (3,910,213)

Partners' Capital,
	September 30, 2000	2,300,555.237	    20,967,481	   238,599	  21,206,080




Partners' Capital,
	December 31, 2000	2,291,643.790	28,446,182	324,976	        28,771,158

Offering of Units           	922,369.874     	11,552,740               	81,000         11,633,740

Net Income                  -  	           	5,604,745              	61,615            5,666,360

Redemptions                                               (261,171.771)	           (3,281,123)                    -		    (3,281,123)

Partners' Capital,
	September 30, 2001	  2,952,841.893	     42,322,544	   467,591	         42,790,135



<fn>


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

<page>
<table>

	MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P.
	STATEMENTS OF CASH FLOWS
(Unaudited)



<caption>
	                                       For the Nine Months Ended September 30,

	      2001     	       2000
	$	$



CASH FLOWS FROM OPERATING ACTIVITIES

			<c>	<c>
Net income (loss)                  5,666,360	                 (2,382,126)
Noncash item included in net income (loss):
		Net change in unrealized	                                                    (2,299,333)	  1,270,027

(Increase) decrease in operating assets:
		Interest receivable (Morgan Stanley DW)	45,002	                      (30,253)

Increase (decrease) in operating liabilities:
		Accrued incentive fees	                                                          (519,312)	-
		Accrued brokerage fees (Morgan Stanley DW)	   64,722	16,778
 		Accrued management fees	        18,492	          4,793

Net cash provided by (used for) operating activities	                         2,975,931   	             (1,120,781)



CASH FLOWS FROM FINANCING ACTIVITIES

Offering of Units	11,633,740	                    6,837,307
(Increase) decrease in subscriptions receivable	                                (641,277)      	               413,899
Increase (decrease) in redemptions payable	                                     (286,007)	                        30,766
Redemptions of Units                                	                                       (3,281,123)	                 (3,910,213)

Net cash provided by financing activities	                                           7,425,333	                  3,371,759

Net increase in cash	                  10,401,264	                  2,250,978

Balance at beginning of period             26,570,361               19,067,800

Balance at end of period	                36,971,625	               21,318,778


<fn>


	The accompanying notes are an integral part
	of these financial statements.
</table>
<page>
MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P.
NOTES TO FINANCIAL STATEMENTS
September 30, 2001
(UNAUDITED)
The unaudited financial statements contained herein include, in
the opinion of management, all adjustments necessary for a fair
presentation of the results of operations and financial condition
of Morgan Stanley Dean Witter Charter Graham 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 Graham 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 Millburn 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 GRAHAM L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

("Morgan Stanley DW"). The clearing commodity brokers are Morgan
Stanley & Co., Inc. ("MS & Co.") and Morgan Stanley & Co.
International Limited ("MSIL").  Prior to November 2000, Carr
Futures Inc. ("Carr") provided clearing and execution services.
Demeter, Morgan Stanley DW, MS & Co. and MSIL are wholly-owned
subsidiaries of Morgan Stanley Dean Witter & Co. Graham Capital
Management L.P. (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.  Futures
and forwards represent contracts for delayed delivery of an

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

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.

Generally derivatives include futures, forward, swaps or options
contracts, or other financial instruments with similar
characteristics such as caps, floors and collars.
<page>
MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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 Maturities


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

Sept. 30, 2001 5,613,823   101,010    5,714,833    March 2003    Dec. 2001

Dec. 31, 2000  3,043,579   371,921    3,415,500    June 2002     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.
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
<page>
MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P.
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)


required, pursuant to regulations of the Commodity Futures Trading
Commission ("CFTC"), to segregate from their own assets, and for
the sole benefit of their commodity customers, all funds held by
them with respect to exchange-traded futures and futures-styled
options contracts, including an amount equal to the net unrealized
gains on all open futures and futures-styled options contracts,
which funds, in the aggregate, totaled $42,585,448 and $29,613,940
at September 30, 2001 and December 31, 2000, respectively. With
respect to the Partnership's off-exchange-traded forward currency
contracts, there are no daily settlements of variations in value
nor is there any requirement that an amount equal to the net
unrealized gains on open forward contracts be segregated.  With
respect to those off-exchange-traded forward currency contracts,
the Partnership is at risk to the ability of MS & Co., the sole
counterparty on all of such contracts, to perform. The Partnership
has a netting agreement with MS & Co.  This agreement, which seeks
to reduce both the Partnership's and MS & Co.'s exposure on off-
exchange-traded forward currency contracts, should materially
decrease the Partnership's credit risk in the event of MS & Co.'s
bankruptcy or insolvency.





<page>

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

Liquidity - The Partnership deposits its assets with Morgan
Stanley DW as non-clearing broker and MS & Co. and MSIL as
clearing brokers in separate futures, forwards and options
accounts established for the Trading Advisor, which assets are
used as margin to engage in trading. The assets are held in either
non-interest-bearing bank accounts or in securities and
instruments permitted by the CFTC for investment of customer
segregated or secured funds.  The Partnership's assets held by the
commodity brokers may be used as margin solely for the
Partnership's trading.  Since the Partnership's sole purpose is to
trade in futures, forwards, and options, it is expected that the
Partnership will continue to own such liquid assets for margin
purposes.

The Partnership's investment in futures, forwards, and options
may, from time to time, be illiquid.  Most U.S. futures exchanges
limit fluctuations in prices during a single day by regulations
referred to as "daily price fluctuations limits" or "daily
limits".  Trades may not be executed at prices beyond the daily
limit.  If the price for a particular futures or options contract
has increased or decreased by an amount equal to the daily limit,
positions in that futures or options contract can neither be taken
nor liquidated unless traders are willing to effect trades at or

<page>
within the limit.  Futures prices have occasionally moved the
daily limit for several consecutive days with little or no
trading.  These market conditions could prevent the Partnership
from promptly liquidating its futures or options contracts and
result in restrictions on redemptions.

There is no limitation on daily price moves in trading forward
contracts on foreign currencies.  The markets for some world
currencies have low trading volume and are illiquid, which may
prevent the Partnership from trading in potentially profitable
markets or prevent the Partnership from promptly liquidating
unfavorable positions in such markets, 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
investments in futures, forwards and options in subsequent
periods.  It is not possible to estimate the amount and therefore
the impact of future redemptions of Units.

<page>
Results of Operations
General.  The Partnership's results depend on its Trading Advisor
and the ability of the Trading Advisor's trading programs to take
advantage of price movements or other profit opportunities in the
futures, forwards and options markets.  The following presents a
summary of the Partnership's operations for the three and nine
month periods ended September 30, 2001 and 2000, and a general
discussion of its trading activities during each period.  It is
important to note, however, that the Trading Advisor trades in
various markets at different times and that prior activity in a
particular market does not mean that such market will be actively
traded by the Trading Advisor or will be profitable in the future.
Consequently, the results of operations of the Partnership are
difficult to discuss other than in the context of its Trading
Advisor's trading activities on behalf of the Partnership as a
whole and how the Partnership has performed in the past.

For the Quarter and Nine Months Ended September 30, 2001
For the quarter ended September 30, 2001, the Partnership
recorded total trading revenues, including interest income, of
$7,364,979 and posted an increase in net asset value per Unit.
The most significant gains of approximately 14.8% were recorded
primarily during August and September from long positions in U.S.
interest rate futures as domestic bond prices trended higher amid
concerns for the U.S. economy, declining stock prices, as well as
in reaction to the Federal Reserve's interest rate cuts.  Smaller
<page>
gains were recorded from long positions in short-term European
interest rate futures as prices trended higher.  In the global
stock index futures markets, gains of approximately 10.0% were
recorded throughout a majority of the quarter from short
positions in DAX, Nikkei and TOPIX Index futures as equity prices
moved sharply lower on corporate profit warnings and worries
regarding global economic uncertainty.  In the metals markets,
gains of approximately 5.2% were recorded throughout the quarter
from short futures positions in aluminum, copper and nickel as
base metals prices trended lower as a result of increased
supplies and weak demand.  These gains were partially offset by
losses of approximately 4.2% recorded in the currency markets
primarily during August from short positions in the Japanese yen
as the value of the yen strengthened versus the U.S. dollar due
to a Japanese repatriation of assets and the weakness in the U.S.
resulting from economic pessimism.  Additional losses were
recorded during September from transactions involving the Mexican
peso.  In the agricultural markets, losses of approximately 3.5%
were recorded primarily during July from short positions in corn
and wheat futures as prices increased on forecasts for hotter and
drier weather in the U.S. midwest.  In the energy markets, losses
of approximately 2.1% were recorded during August and September
from long futures positions in crude oil and its refined products
as oil prices reversed lower due to near-term concerns over the
effects of a global economic slowdown on oil demand. Total
<page>
<page>
expenses for the three months ended September 30, 2001 were
$1,111,046, resulting in net income of $6,253,933.  The net asset
value of a Unit increased from $12.34 at June 30, 2001 to $14.49
at September 30, 2001.

For the nine months ended September 30, 2001, the Partnership
recorded total trading revenues, including interest income, of
$8,793,604 and posted an increase in net asset value per Unit.
The most significant gains of approximately 15.4% were recorded
in the global interest rate futures markets primarily during
August and September from long positions in U.S. interest rate
futures as domestic bond prices trended higher amid concerns for
the U.S. economy, declining stock prices, as well as in reaction
to the Federal Reserve's interest rate cuts.  Smaller gains were
recorded from long positions in short-term European interest rate
futures as prices trended higher.  In the global stock index
futures markets, gains of approximately 9.6% were recorded during
July through September from short positions in DAX, Nikkei and
TOPIX Index futures as equity prices moved sharply lower on
corporate profit warnings and amid worries regarding global
economic uncertainty.  In the metals markets, gains of
approximately 5.7% were recorded primarily throughout the third
quarter from short futures positions in aluminum, copper and
nickel as base metals prices trended lower as a result of
increased supplies and weak demand.  In the soft commodities

<page>
markets, gains of approximately 2.0% were recorded throughout the
first quarter from short cotton futures positions as prices moved
lower on weak export sales and low demand.  These gains were
partially offset by losses of approximately 4.3% recorded in the
currency markets from cross-rate transactions involving the
British pound relative to the Swiss franc and Japanese yen, as
well as from trading the euro relative to the British pound and
Canadian dollar.  In the energy markets, losses of approximately
3.5% were experienced primarily during April from short positions
in crude oil futures as prices moved higher on supply concerns
amid refinery production problems.  Additional losses were
experienced during the third quarter from long futures positions
in crude oil and its refined products as oil prices reversed
lower due to near-term concerns over the effects of a global
economic slowdown on oil demand.  Total expenses for the nine
months ended September 30, 2001 were $3,127,244, resulting in net
income of $5,666,360.  The net asset value of a Unit increased
from $12.55 at December 31, 2000 to $14.49 at September 30, 2001.

For the Quarter and Nine Months Ended September 30, 2000
For the quarter ended September 30, 2000, the Partnership
recorded total trading revenues, including interest income, of
$1,159,061 and posted an increase in net asset value per Unit.
The most significant gains of approximately 3.5% were recorded in
the currency markets primarily during August from short positions
in the euro as its value weakened versus the U.S. dollar amid
<page>
dampened optimism for continued economic growth in Europe.
Additional gains were recorded from short positions in the New
Zealand and Australian dollars as the value of these currencies
weakened relative to the U.S. dollar after worse-than-expected
trade figures were released.  In the energy markets, gains of
approximately 2.6% were recorded primarily during August and
September from long positions in natural gas futures as prices
moved higher amid supply and storage concerns.  Additional gains
were recorded during August from long futures positions in crude
oil and its related products as prices increased as ongoing
supply concerns outweighed signals from Saudi Arabia that it
would seek a suitable production increase to ease the crunch.  In
the metals markets, profits of approximately 0.6% were recorded
primarily during mid September from long positions in copper
futures as prices rose due to a rise in COMEX copper stocks.  In
the global interest rate futures markets, gains of approximately
0.2% were recorded primarily during August from long positions in
long-term U.S. interest rate futures as domestic bond prices
increased after the Federal Reserve left its key bank-lending
rate steady amid signs of moderation for the U.S. economic
expansion.  During September, gains were recorded from long
positions in U.S. euro dollar cross-rate futures as investors
shifted from longer-term debt into shorter dated instruments.  A
portion of the Partnership's overall gains was partially offset
by losses of approximately 1.3% recorded in the global stock
index futures markets primarily during late July from long
<page>
positions in U.S. stock index futures as U.S. equity prices
declined as renewed fears that the Federal Reserve will raise
interest rates exacerbated concerns that corporate earnings may
be slowing.  During September, losses were also recorded from
long positions as domestic stock prices fell on technology stock
jitters and fears of a continuous increase in oil prices.  In the
agricultural markets, losses of approximately 0.6% were incurred
primarily during late August from short positions in soybeans
futures as prices surged on expectations that the searing heat in
the U.S. delta will trim this year's production.  Losses were
also recorded during August and September from short positions in
wheat futures as prices moved higher.  In soft commodities,
losses of approximately 0.3% were recorded primarily during July
and early August from short cotton futures positions as prices
increased on forecasts for hot and dry weather, which would
shrink crop sizes.  Total expenses for the three months ended
September 30, 2000 were $463,198, resulting in net income of
$695,863.  The net asset value of a Unit increased from $8.91 at
June 30, 2000 to $9.22 at September 30, 2000.

For the nine months ended September 30, 2000, the Partnership
recorded total trading losses, net of interest income, of
$856,407 and posted a decrease in net asset value per Unit. The
most significant losses of approximately 13.1% were recorded in
the global interest rate futures markets primarily during

<page>
February from short positions in short and medium-term U.S.
Treasury note futures as prices rose in late February as the U.S.
stock markets fluctuated and investors shifted assets to short-
term Treasury notes from stocks and 30 year bonds.  During April
and early May, additional losses were recorded 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 agricultural markets, losses of approximately
4.7% were experienced throughout a majority of the second quarter
from long positions in corn and soybean futures as prices
declined due to forecasts for heavy rain in the U.S. growing
regions.  In the global stock index futures markets, losses of
approximately 4.4% were recorded primarily during April from long
positions in U.S. stock index futures as domestic equity prices
declined amid fears of inflation and concerns that the Federal
Reserve may need to raise interest rates more aggressively.
Additional losses were experienced during late July from long
positions in U.S. stock index futures as U.S. equity prices
declined as renewed fears that the Federal Reserve will raise
interest rates exacerbated concerns that corporate earnings may
be slowing.  During September, losses were recorded from long
positions as domestic stock prices fell on technology stock
<page>
jitters and fears of a continuous increase in oil prices.  In the
metals markets, losses of approximately 2.1% were experienced
primarily from long aluminum and copper futures positions as
prices reversed lower in early February due primarily to
technically based selling. During April and May, additional
losses were experienced from long positions in copper, zinc and
nickel as most base metals prices moved lower.  A portion of the
Partnership's overall losses was partially offset by gains of
approximately 10.7% recorded in the energy markets primarily
during January and March from long futures positions in crude oil
and its related products as 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, June and August 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, August and
September 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 and amid supply and storage concerns.  In the currency
markets, gains of approximately 6.2% were produced primarily
during January, April and August from short positions in the euro
and Swiss franc as the value of these currencies weakened versus
the U.S. dollar amid skepticism about Europe's economic outlook,
and lack of public support for the economy from European
<page>
officials.  Total expenses for the nine months ended September
30, 2000 were $1,525,719, resulting in a net loss of $2,382,126.
The net asset value of a Unit decreased from $10.29 at December
31, 1999 to $9.22 at September 30, 2000.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Introduction
The Partnership is a commodity pool engaged primarily in the
speculative trading of futures, forwards and options.  The market-
sensitive instruments held by the Partnership are acquired for
speculative trading purposes only and, as a result, all or
substantially all of the Partnership's assets are at risk of
trading loss.  Unlike an operating company, the risk of market-
sensitive instruments is central, not incidental, to the
Partnership's main business activities.

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


<page>
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
expectation 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.

<page>
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
                               - 23 -
Partnership's earnings, whether realized or unrealized, and its
cash flow.  Profits and losses on open positions of exchange-
traded futures, forwards and options are settled daily through
variation margin.

The Partnership's risk exposure in the market sectors traded by
the Trading Advisor is estimated below in terms of Value at Risk
("VaR"). The VaR model used by the Partnership includes many
variables that could change the market value of the Partnership's
trading portfolio.  The Partnership estimates VaR using a model
based upon historical simulation with a confidence level of 99%.
Historical simulation involves constructing a distribution of
hypothetical daily changes in the value of a trading portfolio.
The VaR model takes into account linear exposures to price and
interest rate risk.  Market risks that are incorporated in the
VaR model include equity and commodity prices, interest rates,
foreign exchange rates, and correlation among these variables.
The hypothetical changes in portfolio value are based on daily
percentage changes observed in key market indices or other market
factors ("market risk factors") to which the portfolio is
sensitive. The historical observation period of the Partnership's
VaR is approximately four years. The one-day 99% confidence level
<page>
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 category at September 30, 2001 and 2000. At
September 30, 2001 and 2000, the Partnership's total
capitalization was approximately $43 million and $21 million,
respectively.

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

     Interest Rate    	         (3.42)%       	   	   (1.89)%
Currency				 (0.83)			   (2.18)
Equity			   	 (0.41)	 		   (1.21)
Commodity 			 (0.96)			   (1.59)
    	Aggregate Value at Risk	 (3.82)%			   (3.30)%
<page>
Aggregate Value at Risk represents the aggregate VaR of all the
Partnership's open positions and not the sum of the VaR of the
individual market categories listed above.  Aggregate VaR will be
lower as it takes into account correlation among different
positions and categories.

The table above represents the VaR of the Partnership's open
positions at September 30, 2001 and 2000 only and is not
necessarily representative of either the historic or future risk
of an investment in the Partnership. Because the Partnership's
only business is the speculative trading of futures, forwards and
options, the composition of its trading portfolio can change
significantly over any given time period or even within a single
trading day. Any changes in open positions could positively or
negatively materially impact market risk as measured by VaR.

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

Interest Rate					(3.42)%	(0.54)%	(2.22)%

Currency						(1.56)	(0.64)	(1.01)

Equity		 				(0.45)	(0.41)	(0.43)

Commodity						(1.22)	(0.90)	(1.06)

Aggregate Value at Risk		  	(3.82)%	(1.92)%	(2.74)%
<page>

Limitations on Value at Risk as an Assessment of Market Risk
The face value of the market sector instruments held by the
Partnership is typically many times the applicable margin
requirements.  Margin requirements generally range between 2% and
15% of contract face value. Additionally, the use of leverage
causes the face value of the market sector instruments held by
the Partnership to typically be many times the total
capitalization of the Partnership.  The value of the
Partnership's open positions thus creates a "risk of ruin" not
usually found in other investments.  The relative size of the
positions held may cause the Partnership to incur losses greatly
in excess of VaR within a short period of time, given the effects
of the leverage employed and market volatility.  The VaR tables
above, as well as the past performance of the Partnership, give
no indication of such "risk of ruin". In addition, VaR risk
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;



<page>
? VaR results reflect past trading positions while future risk
depends on future positions;
? VaR using a one-day time horizon does not fully capture the
market risk of positions that cannot be liquidated or hedged
within one day; and
? the historical market risk factor data used for VaR estimation
may provide only limited insight into losses that could be
incurred under certain unusual market movements.

The VaR tables above present the results of the Partnership's VaR
for each of the Partnership's market risk exposures and on an
aggregate basis at September 30, 2001 and for the end of the four
quarterly reporting periods from October 1, 2000 through
September 30, 2001.  Since VaR is based on historical data, VaR
should not be viewed as predictive of the Partnership's future
financial performance or its ability to manage or monitor risk.
There can be no assurance that the Partnership's actual losses on
a particular day will not exceed the VaR amounts indicated above
or that such losses will not occur more than once in 100 trading
days.

Non-Trading Risk
The Partnership has non-trading market risk on its foreign cash
balances not needed for margin.  These balances and any market
risk they may represent are immaterial.
<page>
At September 30, 2001, the Partnership's cash balance at Morgan
Stanley DW was approximately 85% of its total net asset value.  A
decline in short-term interest rates will result in a decline in
the Partnership's cash management income. This cash flow risk is
not considered to be material.

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

Qualitative Disclosures Regarding Primary Trading Risk Exposures
The following qualitative disclosures regarding the Partnership's
market risk exposures - except for (A) those disclosures that are
statements of historical fact and (B) the descriptions of how the
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

<page>
risk controls to differ materially from the objectives of such
strategies. Government interventions, defaults and expro-
priations, illiquid markets, the emergence of dominant
fundamental factors, political upheavals, changes in historical
price relationships, an influx of new market participants,
increased regulation and many other factors could result in
material losses as well as in material changes to the risk
exposures and the risk management strategies of the Partnership.
Investors must be prepared to lose all or substantially all of
their investment in the Partnership.

The following were the primary trading risk exposures of the
Partnership at September 30, 2001, by market sector.  It may be
anticipated, however, that these market exposures will vary
materially over time.

Interest Rate.  The primary market exposure of the Partnership at
September 30, 2001 was to the global interest rate complex.
Exposure was primarily 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 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

<page>
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.  However, the Partnership also
takes futures positions in the government debt of smaller nations
- e.g. Australia.  Demeter anticipates that G-7 interest rates
will remain the primary interest rate exposure of the Partnership
for the foreseeable future.  The speculative futures positions
held by the Partnership may range from short to long-term
instruments.  Consequently, changes in short, medium or long-term
interest rates may have an effect on the Partnership.

Currency.  The second largest market exposure at September 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.  At September 30, 2001,
the Partnership's major exposures were to the euro currency
crosses and outright U.S. dollar positions.  Outright positions
consist of the U.S. dollar vs. other currencies.  These other
currencies include major and minor currencies.  Demeter does not
anticipate that the risk profile of the Partnership's currency
<page>
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.

Equity.	The primary equity exposure at September 30, 2001 was
to equity price risk in the G-7 countries.  The stock index
futures traded by the Partnership are by law limited to futures
on broadly-based indices.  At September 30, 2001, the
Partnership's primary exposures were to the TOPIX (Taiwan), S&P
500 (U.S.), Nikkei (Japan) and Dow Jones Industrial Average
(U.S.) stock indices.  The Partnership is primarily exposed to
the risk of adverse price trends or static markets in the U.S.,
European, and Japanese indices.  Static markets would not cause
major market changes but would make it difficult for the
Partnership to avoid being "whipsawed" into numerous small
losses.

Commodity.
Metals.	The Partnership's metals exposure at September 30,
2001 was to fluctuations in the price of precious metals,
such as gold and silver, and base metals, such as aluminum,
copper, nickel and zinc.  Economic forces, supply and demand
inequalities, geopolitical factors and market expectations

<page>
influence price movement in these markets.  The Trading
Advisor has, from time to time, taken positions when market
opportunities develop.  Demeter anticipates that the
Partnership will continue to be exposed to the precious and
base metals markets.

Energy.  At September 30, 2001, the Partnership's energy
exposure was shared primarily by futures contracts in crude
oil and its related products, and natural gas. 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 these markets.  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 September 30, 2001,
the Partnership had exposure to the markets that comprise
these sectors.  Most of the exposure was to the sugar,
cotton and livestock markets.  Supply and demand
inequalities, severe weather disruption and market
expectations affect price movements in these markets.
<page>
Qualitative Disclosures Regarding Non-Trading Risk Exposure
The following was the only non-trading risk exposure of the
Partnership at September 30, 2001:

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

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

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

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

Item 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS
The Partnership registered 3,000,000 Units pursuant to a
Registration Statement on Form S-1, which became effective on
November 6, 1998 (SEC File Number 333-60115).

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 333-91563).

The managing underwriter for the Partnership is Morgan Stanley
DW.

Units are sold at monthly closings at a price equal to 100% of
the net asset value per Unit as of the close of business on the
last day of each month.

Through September 30, 2001, 3,707,204.173 Units were sold,
leaving 5,292,795.827 Units unsold.  The aggregate price of the
Units sold through September 30, 2001 was $38,635,571.

<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 "Use of
Proceeds" section of the prospectus included as part of the above
referenced Registration Statement.

Item 6.	Exhibits and Reports on Form 8-K

(A) Exhibits
3.01	Form of Amended and Restated Limited Partnership Agreement
of the Partnership, dated as of October 31, 2000, is
incorporated by reference to Exhibit A of the
Partnership's Prospectus, dated October 11, 2000, filed
with the Securities and Exchange Commission pursuant to
Rule 424(b)(3) under the Securities Act of 1933, as
amended, on October 13, 2000.
3.02 Certificate of Limited Partnership, dated July 15, 1998,
is incorporated by reference to Exhibit 3.02 of the
Partnership's Registration Statement on Form S-1 (File No.
333-60115) filed with the Securities and Exchange
Commission on July 28, 1998.
3.03 Certificate of Amendment of Certificate of Limited
Partnership, dated November 13, 2001, (changing its name
from Morgan Stanley Dean Witter Charter Graham L.P.) is
incorporated by reference to the Partnership's Form 8-K
(File No. 0-25603) filed with the Securities and Exchange
Commission on November 6, 2001.
10.02	Management Agreement, dated as of November 6, 1998, among
the Partnership, Demeter, and Graham Capital Management
L.P. is incorporated by reference to Exhibit 10.02 of the
Partnership's Quarterly Report on Form 10-Q (File No. 0-
25603) filed with the Securities and Exchange Commission
on May 17, 1999.
10.03 Subscription and Exchange Agreement and Power of Attorney
to be executed by each purchaser 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 Charter Millburn L.P., Morgan
Stanley Charter Welton L.P., Morgan Stanley Charter DWFCM
L.P., Morgan Stanley DW, 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.
333-91563) filed with the Securities and Exchange
Commission  on March 30, 2001.
10.05	Amended and Restated Customer Agreement between the
Partnership and Morgan Stanley DW Inc., dated as of
November 13, 2000 is incorporated by reference to Exhibit
10.01 of the Partnership's Form 8-K (File No. 0-25603)
filed with the Securities and Exchange Commission on
November 6, 2001.
10.06	Commodity Futures Customer Agreement between Morgan
Stanley & Co. Incorporated and the Partnership, and
acknowledged and agreed to by Morgan Stanley DW Inc.,
dated as of November 6, 2000, is incorporated by reference
to Exhibit 10.02 of the Partnership's Form 8-K (File No.
0-25603) filed with the Securities and Exchange Commission
on November 6, 2001.
10.07	Customer Agreement between the Partnership and Morgan
Stanley & Co. International Limited, dated as of November
6, 2000, is incorporated by reference to Exhibit 10.04 of
the Partnership's Form 8-K (File No. 0-25603) filed with
the Securities and Exchange Commission on November 6,
2001.
10.08	Foreign Exchange and Options Master Agreement between
Morgan Stanley & Co. Incorporated and the Partnership,
dated as of August 30, 1999, is incorporated by reference
to Exhibit 10.05 of the Partnership's Form 8-K (File No.
0-25603) filed with the Securities and Exchange Commission
on November 6, 2001.
10.09 Subscription Agreement Update Form is incorporated by
reference to Exhibit C of the Partnership's Prospectus
dated October 11, 2000, filed with the Securities and
Exchange Commission pursuant to Rule 424(b)(3) under the
Securities Act of 1933, as amended, on October 13, 2000.



<page>

10.10 Securities Account Control Agreement among the
Partnership, Morgan Stanley & Co. Incorporated, and Morgan
Stanley DW Inc., dated as of May 1, 2000, is incorporated
by reference to Exhibit 10.03 of the Partnership's Form 8-
K (File No. 0-25603) filed with the Securities and
Exchange Commission on November 6, 2001.

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










































<page>






	SIGNATURE



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




                        Morgan Stanley Charter Graham L.P.
                        (Registrant)

                        By:   Demeter Management Corporation
                              (General Partner)

November 13, 2001       By:/s/Raymond E. Koch    	__________
                              Raymond E. Koch
                              Chief Financial Officer






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