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 March 31, 2000 or

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

Commission File No. 0-25607

             MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P.
     (Exact name of registrant as specified in its charter)


          Delaware                              13-4018063
(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 WELTON L.P.

             INDEX TO QUARTERLY REPORT ON FORM 10-Q

                       March 31, 2000

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

     Statements of Financial Condition March 31, 2000
     (Unaudited) and December 31, 1999......................... 2

     Statements of Operations for the Quarter Ended
     March 31, 2000 and the Period from March 1, 1999
     (commencement of operations) to March 31,
     1999 (Unaudited)...........................................3

     Statements of Changes in Partners' Capital for the
     Quarter Ended March 31, 2000 and the Period from
     March 1, 1999 (commencement of operations) to
     March 31, 1999 (Unaudited).................................4

     Statements of Cash Flows for the Quarter Ended
     March 31, 2000 and the Period from March 1, 1999
     (commencement of operations) to March 31, 1999
     (Unaudited)................................................5

        Notes to Financial Statements (Unaudited)...............6-
     10

Item 2. Management's Discussion and Analysis of

Financial Condition and Results of Operations.......11-16

Item 3. Quantitative and Qualitative Disclosures about
        Market Risk ....................................... 16-29

Part II. OTHER INFORMATION

Item 1. Legal Proceedings..................................... 30

Item 2. Change in Securities and Use of Proceeds............30-31

Item 5. Other Information..................................... 31

Item 6. Exhibits and Reports on Form 8-K...................... 31



</TABLE>
<PAGE>
<TABLE>


                 PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

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

<CAPTION>
                                      March 31,    December 31,
                                       2000         1999
                                         $              $
                                    (Unaudited)


ASSETS
<S>                                     <C>            <C>
Equity in futures interests trading accounts:
 Cash                             23,166,873      20,297,239
 Net unrealized gain on open contracts    1,165,058                      1,722,849
 Net option premiums                  (77,517)        403,312

      Total Trading Equity        24,254,414      22,423,400

Subscriptions Receivable           1,840,093         948,424
Interest  receivable (DWR and  Carr)         105,945            8
3,547

                                  Total Assets   26,200,452         23,455,371


LIABILITIES AND PARTNERS' CAPITAL

Liabilities
 Redemptions payable               1,571,204         222,634
 Accrued brokerage fee (DWR)         135,906         120,848
 Accrued management fee               38,830          34,528

      Total Liabilities            1,745,940         378,010

Partners' Capital

 Limited Partners (2,727,252.054 and
       2,554,572.061 Units, respectively)24,167,471   22,813,660
 General Partner (32,392.072 and
    29,528.110 Units, respectively)      287,041      263,701

 Total Partners' Capital          24,454,512      23,077,361

 Total Liabilities and Partners' Capital  26,200,452   23,455,371


NET ASSET VALUE PER UNIT                8.86             8.93
<FN>
          The accompanying notes are an integral part
                 of these financial statements.
</TABLE>
<PAGE>
<TABLE>
        MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P.
                    STATEMENTS OF OPERATIONS
                           (Unaudited)

<CAPTION>


For the Period from

March 1, 1999

(commencement
For the Quarter              of operations) to

Ended March 31,                 March 31,
                                      2000              1999
                                        $            $
REVENUES
<S>                              <C>            <C>
 Trading profit (loss):
        Realized                          656,241       (457,852)
Net change in unrealized           (557,791)        32,030
      Total Trading Results           98,450  (425,822)
 Interest Income (DWR and Carr)      289,902         20,478
      Total Revenues                 388,352       (405,344)

EXPENSES

   Brokerage  fees  (DWR)                 399,203          33,842
Management fees                      114,058           9,669
      Total Expenses                 513,261          43,511

NET LOSS                           (124,909)      (448,855)

NET LOSS ALLOCATION

   Limited   Partners                    (123,249)      (443,443)
General Partner                      (1,660)      (5,412)
NET LOSS PER UNIT

   Limited  Partners                         (.07)          (.77)
General Partner                          (.07)           (.77)


<FN>


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


<PAGE>
<TABLE>
         MORGAN STANLEY DEAN WITTER CHARTER WELTON  L.P.
           STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
              For the Quarter Ended March 31, 2000
                and the Period from March 1, 1999
                  (commencement of operations)
                        to March 31, 1999
                           (Unaudited)

<CAPTION>

                          Units of
                        Partnership Limited   General
                         Interest   Partners  Partner    Total

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

Partners' Capital,
 March 1, 1999        580,145.052          $5,731,450            $70,000
$5,801,450
 Initial Offering

Offering of Units     298,268.888                  2,733,022     20,000
2,753,022

Net Loss             -                          (443,443)            (5,412)
(448,855)

Partners' Capital,
 March 31, 1999      878,413.940           $8,021,029            $84,588
$8,105,617




Partners' Capital,
December 31, 1999                                   2,584,100.171      $22,813,660
$263,701           $23,077,361

Offering                         of                         Units
435,092.578                 3,745,334                      25,000
3,770,334
Net                                                          Loss
(123,249)                 (1,660)               (124,909)

Redemptions
(259,548.623)                  (2,268,274)                      -
(2,268,274)

Partners' Capital,
                  March                 31,                  2000
2,759,644.126               $24,167,471                  $287,041
$24,454,512




<FN>







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

<PAGE>
<TABLE>

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

<CAPTION>


For the Period from

March 1, 1999

(commencement
For the Quarter              of operations) to

Ended March 31,                 March 31,
                                                             2000
1999
                                        $              $
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                          <C>                         <C>
Net     loss                                            (124,909)
(448,855)
Noncash item included in net loss:
        Net     change     in     unrealized              557,791
(32,030)                                                      Net
option premiums                       480,829            33,020

(Increase) decrease in operating assets:
    Interest receivable (DWR and Carr)(22,398)           (20,478)

Increase in operating liabilities:
     Accrued brokerage fee (DWR)       15,058         33,842
Accrued management fee          4,302                  9,669

Net  cash provided by (used for) operating activities     910,673
(424,832)

CASH FLOWS FROM FINANCING ACTIVITIES

   Initial  offering                       -                    5
,801,450
      Offering      of      Units                       3,770,334
2,753,022
        Increase     in     subscriptions     receivable(891,669)
(2,753,022)
 Increase in redemptions payable    1,348,570            -
      Redemptions      of      Units                  (2,268,274)
-

Net   cash   provided   by   financing  activities      1,958,961
5,801,450
Net   increase  in  cash                2,869,634               5
,376,618
Balance     at     beginning     of     period         20,297,239
-
Balance      at     end     of     period              23,166,873
5,376,618


<FN>



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


<PAGE>

         MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P.

                  NOTES TO FINANCIAL STATEMENTS

                           (UNAUDITED)



The  financial statements include, in the opinion of  management,

all  adjustments necessary for a fair presentation of the results

of  operations  and  financial condition of Morgan  Stanley  Dean

Witter  Charter Welton L.P. (the "Partnership").   The  financial

statements  and  condensed  notes  herein  should  be   read   in

conjunction  with  the  Partnership's December  31,  1999  Annual

Report on Form 10-K.


1.  Organization - Morgan Stanley Dean Witter Charter Welton L.P.

is  a  Delaware limited partnership organized to engage primarily

in  the  speculative  trading of futures and  forward  contracts,

options  on  futures  contracts and on physical  commodities  and

other   commodity   interests,  including   foreign   currencies,

financial  instruments, metals, energy and agricultural  products

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

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

Morgan Stanley Dean Witter Charter Series of funds, comprised  of

the  Partnership, Morgan Stanley Dean Witter Charter Graham L.P.,

and Morgan Stanley Dean Witter Charter Millburn L.P.



The   general   partner   is   Demeter   Management   Corporation

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

Reynolds Inc.

<PAGE>

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




("DWR")  and  an  unaffiliated clearing  commodity  broker,  Carr

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

Demeter  and DWR are wholly-owned subsidiaries of Morgan  Stanley

Dean   Witter  &  Co.  Welton  Investment  Corporation  ("Trading

Advisor") is the trading advisor to the Partnership.



2.  Related Party Transactions

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

interests trading accounts to meet margin requirements as needed.

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

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

Partnership pays a brokerage fee to DWR.



3.  Financial Instruments

The Partnership trades futures and forward contracts, options  on

futures contracts and on physical commodities and other commodity

interests,  including foreign currencies, financial  instruments,

metals,  energy and agricultural products.  Futures and  forwards

represent  contracts for delayed delivery of an instrument  at  a

specified date and price.  Risk arises from changes in the  value

of  these contracts and the potential inability of counterparties

to perform under the terms of the contracts.  There are numerous



<PAGE>
         MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P.
           NOTES TO FINANCIAL STATEMENTS - (CONTINUED)


factors  which  may significantly influence the market  value  of

these contracts, including interest rate volatility.



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

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

133,   "Accounting   for  Derivative  Instruments   and   Hedging

Activities" effective for fiscal years beginning after  June  15,

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

for  Derivative Instruments and Hedging Activities - Deferral  of

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

implementation of SFAS No. 133 until fiscal years beginning after

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

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

December 31, 1999.  SFAS No. 133 supersedes SFAS No. 119 and  No.

105,  which  required  the disclosure of average  aggregate  fair

values  and contract/notional values, respectively, of derivative

financial  instruments for an entity which carries its assets  at

fair  value.   The application of SFAS No. 133 does  not  have  a

significant effect on the Partnership's financial statements.


The  net  unrealized gains on open contracts are  reported  as  a

component  of  "Equity in futures interests trading accounts"  on

the  statements of financial condition and totaled $1,165,058 and

$1,722,849 at March 31, 2000 and December 31, 1999, respectively.



<PAGE>
         MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P.
           NOTES TO FINANCIAL STATEMENTS - (CONTINUED)




The  entire $1,165,058 and $1,722,849 of net unrealized gains  on

open   contracts  at  March  31,  2000  and  December  31,  1999,

respectively, all related to exchange-traded futures and futures-

styled options contracts.



Exchange-traded futures and futures-styled options contracts held

by the Partnership at March 31, 2000 and December 31, 1999 mature

through September 2000 and May 2000, respectively.



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 DWR and Carr 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 DWR and Carr, 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

<PAGE>

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


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

$24,331,931  and $22,020,088 at March 31, 2000 and  December  31,

1999,  respectively.   With  respect to  the  Partnership's  off-

exchange-traded  forward currency contracts, there  are  no  daly

settlements  of variations in value nor is there any  requirement

that  an  amount equal to the net unrealized gain on open forward

contracts  be  segregated.  With respect to  those  off-exchange-

traded forward currency contracts, the Partnership is at risk  to

the  ability  of  Carr,  the sole counterparty  on  all  of  such

contracts,  to perform.  The Partnership has a netting  agreement

with  Carr.   This  agreement, which seeks  to  reduce  both  the

Partnership's and Carr's exposure on off-exchange-traded  forward

currency  contracts, should materially decrease the Partnership's

credit  risk  in  the event of Carr's bankruptcy  or  insolvency.

Carr's  parent, Credit Agricole Indosuez, has guaranteed  to  the

Partnership  payment  of  the  net  liquidating  value   of   the

transactions  in  the Partnership's account with Carr  (including

foreign currency contracts).




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


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

clearing  broker and Carr as clearing broker in separate  futures

trading  accounts  established for  the  Trading  Advisor,  which

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

held   in  either  non-interest-bearing  bank  accounts   or   in

securities  and instruments permitted by the CFTC for  investment

of  customer  segregated  or secured  funds.   The  Partnership's

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

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

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

expected  that the Partnership will continue to own  such  liquid

assets for margin purposes.



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

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

limit  fluctuations in prices during a single day by  regulations

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

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

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

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

positions  in  that futures or options contract  can  neither  be

taken  nor liquidated unless traders are willing to effect trades

at  or  within the limit.  Futures prices have occasionally moved

the daily limit for several consecutive days with little or

<PAGE>

no   trading.    These  market  conditions  could   prevent   the

Partnership  from  promptly liquidating its  futures  or  options

contracts and result in restrictions on redemptions.



There  is  no limitation on daily price moves in trading  forward

contracts  on  foreign currencies.  The markets  for  some  world

currencies  have low trading volume and are illiquid,  which  may

prevent  the  Partnership from trading in potentially  profitable

markets  or  prevent  the Partnership from  promptly  liquidating

unfavorable  positions  in  such markets  and  subjecting  it  to

substantial  losses.   Either of these  market  conditions  could

result in restrictions on redemptions.



The  Partnership  has  never had illiquidity  affect  a  material

portion of its assets.



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

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

additional  units of limited partnership interest ("Units")  will

affect  the  amount of funds available for investment in  futures

interests in subsequent periods.  It is not possible to  estimate

the  amount  and  therefore, the impact of future redemptions  of

Units.







<PAGE>

Results of Operations

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

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

advantage of price movements or other profit opportunities in the

futures  and forwards markets.  The following presents a  summary

of  the Partnership's operations for the quarter ended March  31,

2000  and  the  period  from  March  1,  1999  (commencement   of

operations)  to  March  31,  1999, respectively,  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 Ended March 31, 2000

For  the  quarter  ended March 31, 2000 the Partnership  recorded

total trading revenues including interest income of $388,352 and,

after  expenses, posted a decrease in Net Asset Value  per  Unit.

The  most  significant losses of approximately 1.9% were recorded

primarily  during  January  in the  global  stock  index  futures

markets  from long positions in U.S. stock index futures as  U.S.

and European equity prices reversed lower, after rallying higher

<PAGE>

in  December, amid fears of interest rate hikes in the  U.S.  and

Europe.  Stock prices declined further later in January as a  new

batch  of  economic  data raised fears that the  Federal  Reserve

could  be  forced to take aggressive action to slow the  economy.

In  the  soft  commodities markets, losses of approximately  1.1%

were incurred primarily from short positions in coffee futures as

prices  rebounded  during late-January.  Additional  losses  were

incurred  from  long  positions  in  cotton  futures  as   prices

decreased later in March after the latest figures from  the  USDA

indicated  a  fall in exports and on reports  of  rain.   In  the

global  interest  rate futures markets, losses  of  approximately

0.9%  were  recorded primarily during February from long  futures

positions  in Japanese government bonds as the market experienced

significant  price  volatility.  During March, additional  losses

were  recorded  later in March from short positions  in  Japanese

interest  rate futures as Japanese bond prices rebounded.   These

losses  were  partially  offset by gains  of  approximately  3.1%

recorded  in  the  currency  markets  during  March  from   short

positions  in  the  euro  as the value  of  the  European  common

currency  finished March lower versus the U.S. dollar, undermined

by  expectations that interest rates would be held steady by  the

European   Central  Bank.   In  the  energy  markets,  gains   of

approximately 1.7% were recorded during January and February 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

<PAGE>

and increasing demand.  Total expenses for the three months ended

March  31,  2000  were  $513,261, resulting  in  a  net  loss  of

$124,909.   The value of a Unit decreased from $8.93 at  December

31,  1999 to $8.86 at March 31, 2000.  Results of operations  for

First  Quarter  2000  are not comparable to  First  Quarter  1999

because   1999  reflects  only  a  single  month's   trading   of

approximately 67% lower Net Assets.



For the Period Ended March 31, 1999

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

31,  1999, the Partnership recorded total trading losses  net  of

interest  income of $405,344 and posted a decrease in  Net  Asset

Value per Unit.  The most significant net losses of approximately

4.3%  were  recorded  in the global stock index  futures  markets

largely  from  long  positions in U.S.  stock  index  futures  as

domestic  equity prices moved lower during late March on investor

fears  regarding  corporate  earnings,  most  notably  technology

companies.   In the agricultural markets, losses of approximately

0.9%  were  experienced from short futures  positions  in  wheat,

corn, and soybean products.  Wheat prices moved higher on reports

that  a  cold snap in the U.S. Midwest could damage the hard  red

winter  wheat crop early in March.  Corn prices increased due  to

technical  strength amid a lack of farmer selling.   Soybean  oil

prices increased due to speculative buying incited by signs of an

increase  in  world oilseed and vegetable oil  demand.   In  soft

commodities, losses of approximately 0.7% were recorded primarily

<PAGE>

from   short  cotton  futures  positions  as  prices  surged   on

technically  motivated  speculative buying  and  rumors  that  an

influential merchant had turned bullish.  In the metals  markets,

smaller losses of approximately 0.4% were experienced mainly from

short aluminum futures positions as prices increased during  mid-

March as good demand in the United States prompted shipments from

Europe  amid a drawdown in supply.  Total expenses for the period

ended  March  31, 1999 were 43,511, resulting in a  net  loss  of

$448,855.  The value of a Unit decreased from $10.00 at March  1,

1999 (commencement of operations) to $9.23 at March 31, 1999.



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

countries  in  the  European Union established  fixed  conversion

rates on their existing sovereign currencies and converted  to  a

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

period, the sovereign currencies will continue to exist but  only

as  a  fixed  denomination of the euro.  Conversion to  the  euro

prevents   the  Trading  Advisor  from  trading  those  sovereign

currencies  and thereby limits its ability to take  advantage  of

potential market opportunities that might otherwise have  existed

had  separate  currencies been available  to  trade.  This  could

adversely affect the performance results of the Partnership.


Item  3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES  ABOUT  MARKET
RISK

Introduction

The Partnership is a commodity pool involved in the speculative

<PAGE>

trading  of  futures interests.  The market-sensitive instruments

held  by  the  Partnership are acquired for  speculative  trading

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

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

operating  company, the risk of market-sensitive  instruments  is

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

activities.



The  futures interests traded by the Partnership involve  varying

degrees  of  market  risk.  Market risk is often  dependent  upon

changes  in  the level or volatility of interest rates,  exchange

rates,  and  prices  of  financial instruments  and  commodities.

Fluctuations  in market risk based upon these factors  result  in

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

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



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

variety  of  factors,  including the  diversification  among  the

Partnership's open positions, the volatility present  within  the

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

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

risk associated with the Partnership.



The  Partnership's past performance is not necessarily indicative

of its future results.  Any attempt to numerically quantify the



<PAGE>

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 experiences to date or any  reasonable

expectations based upon historical changes in market value.


Quantifying the Partnership's Trading Value at Risk

The    following    quantitative   disclosures   regarding    the

Partnership's  market  risk  exposures  contain  "forward-looking

statements"  within  the meaning of the safe  harbor  from  civil

liability  provided for such statements by the Private Securities

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

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

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

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

harbor, except for statements of historical fact.



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

accounting  principles.   Any loss in the  market  value  of  the

Partnership's  open  positions  is  directly  reflected  in   the

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

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

traded  futures  interests are settled  daily  through  variation

margin.





<PAGE>

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 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

<PAGE>

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  tables  indicate  the  VaR  associated  with  the

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

by  primary market risk category at March 31, 2000 and 1999.   As

of   March   31,   2000   and  1999,  the   Partnership's   total

capitalization  was  approximately $24 million  and  $8  million,

respectively.


     Primary Market         March 31, 2000     March 31, 1999
     Risk Category          Value at Risk      Value at Risk

     Interest Rate              (1.08)%           (0.44)%

     Equity                     (1.47)            (0.16)

     Currency                   (1.35)            (0.99)

     Commodity                  (0.58)            (0.19)

     Aggregate Value at Risk    (2.79)%           (1.08)%


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.





<PAGE>

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

positions  at March 31, 2000 and 1999 only and is not necessarily

representative  of  either the historic  or  future  risk  of  an

investment  in  the  Partnership. Because the Partnership's  only

business  is  the speculative trading of futures  interests,  the

composition  of  its  trading portfolio can change  significantly

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 calendar quarter-end reporting  periods

from April 1, 1999 through March 31, 2000.

Primary Market Risk Category        High       Low       Average

Interest   Rate                             (1.58)%       (0.44)%
(0.99)%

Equity                             (4.75)     (0.16)     (1.67)

Currency                           (1.35)     (0.99)     (1.17)

Commodity                          (0.95)     (0.19)     (0.58)

Aggregate Value at Risk            (5.02)%    (1.08)%    (2.85)%


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

<PAGE>

causes  the face value of the market sector instruments  held  by

the   Partnership   to  typically  be  many   times   the   total

capitalization   of   the  Partnership.    The   value   of   the

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

typically found in other investments.  The relative size  of  the

positions held may cause the Partnership to incur losses  greatly

in excess of VaR within a short period of time, given the effects

of  the  leverage employed and market volatility.  The VaR tables

above, as well as the past performance of the Partnership,  gives

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

measures   should  be  viewed  in  light  of  the   methodology's

limitations, which include the following:

     past  changes in market risk factors will not always result

  in accurate predictions of the distributions and correlations of

  future market movements;

     changes  in portfolio value in response to market movements

  may differ from those of the VaR model;

    VaR results reflect past trading positions while future risk

  depends on future positions;

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

  market  risk of positions that cannot be liquidated  or  hedged

  within one day; and

     the  historical  market  risk  factor  data  used  for  VaR

  estimation  may provide only limited insight into  losses  that

  could be incurred under certain unusual market movements.

<PAGE>

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

for  the  Partnership's market risk exposures and on an aggregate

basis  at  March  31, 2000 and for the end of the  four  calendar

quarter  reporting periods from April 1, 1999 through  March  31,

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

viewed  as  predictive  of  the  Partnership's  future  financial

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

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

particular day will not exceed the VaR amounts indicated above or

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



Non-Trading Risk

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

balances  not needed for margin.  These balances and  any  market

risk  they  may  represent are immaterial.  The Partnership  also

maintains  a  substantial  portion  (approximately  82%)  of  its

available  assets  in  cash  at DWR.   A  decline  in  short-term

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

management   income.  This  cash  flow  risk  is  not  considered

material.



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

assessment  of  reasonably  possible  market  movements  and  any

associated  potential losses, taking into account  the  leverage,

optionality and multiplier features of the Partnership's  market-

sensitive instruments.

<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   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.








<PAGE>

The  following  were the primary trading risk  exposures  of  the

Partnership as of March 31, 2000, by market sector.   It  may  be

anticipated  however,  that  these  market  exposures  will  vary

materially over time.



Interest  Rate  - The primary market exposure in the  Partnership

is  in the interest rate sector.  Exposure was spread across  the

U.S.,  Japanese, European and Australian interest  rate  sectors.

Interest  rate  movements  directly  affect  the  price  of   the

sovereign  bond  futures positions held by  the  Partnership  and

indirectly  affect  the  value of its stock  index  and  currency

positions.   Interest rate movements in one country  as  well  as

relative  interest  rate movements between  countries  materially

impact   the   Partnership's  profitability.   The  Partnership's

primary  interest  rate exposure is generally  to  interest  rate

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

However,  the  Partnership also takes futures  positions  in  the

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

anticipates  that G-7 and Australian interest rates  will  remain

the  primary  interest rate exposure of the Partnership  for  the

foreseeable future.  The changes in interest rates which have the

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

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

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

instruments.  Consequently, even a material change in short-term



<PAGE>

rates  would  have  little effect on the  Partnership,  were  the

medium- to long-term rates to remain steady.



Equity  -   The second largest market exposure at March 31,  2000

was  in the stock index complex.  The primary equity exposure  is

to  equity  price  risk in the G-7 countries.   The  stock  index

futures  traded by the Partnership are by law limited to  futures

on   broadly   based  indices.   As  of  March  31,   2000,   the

Partnership's primary exposures were in the S&P 500 (U.S.),  Hang

Seng  (China),  DAX (Germany) and Nikkei (Japan)  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).



Currency  -  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  first  quarter  of   2000,   the

Partnership's  major exposures were in the euro currency  crosses

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

<PAGE>

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

include  the  major  and  minor currencies).   Demeter  does  not

anticipate  that  the risk profile of the Partnership's  currency

sector  will  change significantly in the future.   The  currency

trading VaR figure includes foreign margin amounts converted into

U.S.  dollars  with  an  incremental adjustment  to  reflect  the

exchange  rate  risk inherent to the dollar-based Partnership  in

expressing VaR in a functional currency other than dollars.



Commodity

Energy  -   On March 31, 2000, the Partnership's energy  exposure

was  shared  by  futures contracts in the  oil  and  natural  gas

markets.   Price movements in these markets result from political

developments  in  the  Middle East, weather patterns,  and  other

economic  fundamentals.   It  is possible  that  volatility  will

remain  high and that 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 is expected to continue in this choppy pattern.



Soft  Commodities  and Agriculturals - On  March  31,  2000,  the

Partnership  had  exposure  in the markets  that  comprise  these

sectors.   Most  of  the exposure was in the  wheat,  coffee  and

cotton markets.  Supply and demand inequalities, severe weather



<PAGE>

disruption  and  market expectations affect  price  movements  in

these markets.



Metals  -   The  Partnership's  metals  market  exposure  is   to

fluctuations  in  the price of base metals.   During  periods  of

volatility, base metals will affect performance dramatically.

                             - 27 -

Demeter  anticipates that the base metals will remain the primary

metals  market exposure of the Partnership.  Silver  prices  have

remained  volatile over this period, and the Trading Advisor  has

from  time to time taken positions as they have perceived  market

opportunities to develop.



Qualitative Disclosures Regarding Non-Trading Risk Exposure

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

Partnership as of March 31, 2000:



Foreign  Currency  Balances - The Partnership's  primary  foreign

currency  balances  are  in Hong Kong  dollars  and  euros.   The

Partnership  controls the non-trading risk of these  balances  by

regularly  converting  these  balances  back  into  dollars  upon

liquidation of the respective position.



Qualitative Disclosures Regarding Means of Managing Risk Exposure

The  Partnership and the Trading Advisor, separately, attempt  to

manage the risk of the Partnership's open positions in

<PAGE>

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

diversification  guidelines, often set in terms  of  the  maximum

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

market-sensitive instrument.



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

trading   instrument,  cash.   Cash  is  the   only   Partnership

investment directed by Demeter, rather than the Trading Advisor.





























<PAGE>

                   PART II.  OTHER INFORMATION


Item 1.  LEGAL PROCEEDINGS

On  March 3, 2000, the plaintiffs in the New York action filed an

appeal  of  the  order  dismissing  the  consolidated  complaint.

(Please  refer to Legal Proceedings previously disclosed  in  the

Partnership's Form 10-K for the year ended December 31, 1999  for

a more detailed discussion.)



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 333-60097).



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 333-91567).



The managing underwriter for the Partnership is DWR.



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

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

the last day of each month.







<PAGE>

Through  March  31, 2000, 3,050,301.806 Units were sold,  leaving

5,949,698.194  Units unsold as of March 31, 2000.  The  aggregate

price of the Units sold through March 31, 2000 was $27,585,862.



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

proceeds of the offering have been applied to the working capital

of  the  Partnership for use in accordance with  the  "Investment

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

prospectus  included as part of the above referenced Registration

Statement.



Item 5.   OTHER INFORMATION

Effective  January 31, 2000, Mark J. Hawley resigned as  Chairman

of  the  Board and a Director of Demeter and Dean Witter  Futures

and  Currency  Management, Inc. ("DWFCM") and  Robert  E.  Murray

replaced him as Chairman of the Board of Demeter and DWFCM.




Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

           (A) Exhibits - None

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










<PAGE>





                           SIGNATURE



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




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

                          By: Demeter Management Corporation
                             (General Partner)

May 12, 2000              By:  /s/ Lewis A. Raibley, III
                                   Lewis A. Raibley, III
                                   Director and Chief Financial
                                   Officer




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