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, 2000 or

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

Commission File number 0-25605

        MORGAN STANLEY DEAN WITTER CHARTER MILLBURN L.P.

     (Exact name of registrant as specified in its charter)


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


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


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



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


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


Yes    X            No___________






<PAGE>
<TABLE>

        MORGAN STANLEY DEAN WITTER CHARTER MILLBURN L.P.

             INDEX TO QUARTERLY REPORT ON FORM 10-Q

                     September 30, 2000


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

     Statements of Financial Condition September 30, 2000
     (Unaudited) and December 31, 1999......................... 2

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

     Statements of Operations for the Nine Months Ended
     September 30, 2000 and the Period from March 1, 1999
     (commencement of operations) to September 30, 1999
     (Unaudited)................................................4

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

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

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

Item 2. Management's Discussion and Analysis of

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

Item 3. Quantitative and Qualitative Disclosures about
        Market Risk ........................................23-35

Part II. OTHER INFORMATION

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

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

Item 6. Exhibits and Reports on Form 8-K....................37-38

</TABLE>
<PAGE>
<TABLE>

                 PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

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


<CAPTION>
                                   September  30,     December 31
,

2000                                   1999                     $
$
                                    (Unaudited)
ASSETS

<S>                                     <C>            <C>
Equity in futures interests trading accounts:
 Cash                               24,070,727    21,677,769
  Net  unrealized  gain  (loss)  on  open  contracts    (411,852)
920,823

      Total Trading Equity          23,658,875     22,598,592

Subscriptions receivable               358,786      1,013,235
Interest receivable (DWR)             128,515         96,202

      Total Assets                 24,146,176      23,708,029


LIABILITIES AND PARTNERS' CAPITAL

Liabilities
 Redemptions payable                   340,578        237,975
 Accrued brokerage fees (DWR)          140,919        129,371
 Accrued management fees                40,263         36,963

      Total Liabilities                521,760        404,309

Partners' Capital

 Limited Partners (2,845,912.577 and
   2,481,763.344 Units, respectively)23,368,050    23,039,629
 General Partner (31,221.881 and
        28,447.087 Units, respectively)      256,366     264,091

 Total Partners' Capital            23,624,416     23,303,720

 Total Liabilities and Partners' Capital24,146,176   23,708,029


NET ASSET VALUE PER UNIT                  8.21            9.28
<FN>


          The accompanying notes are an integral part
                 of these financial statements.
</TABLE>
<PAGE>
<TABLE>
       MORGAN STANLEY DEAN WITTER CHARTER MILLBURN L.P.
                    STATEMENTS OF OPERATIONS
                           (Unaudited)

<CAPTION>

                              For the Quarters Ended September 30,

                                        2000        1999
                                          $            $
REVENUES
<S>                                       <C>         <C>
 Trading profit (loss):
           Realized                               (31,198)472,179
Net change in unrealized               21,379    (593,350)

      Total Trading Results           (9,819) (121,171)

 Interest Income (DWR)                372,081     191,035
      Total Revenues                  362,262      69,864

EXPENSES

 Brokerage fees (DWR)                 416,796   320,520
 Management fees                      119,084        91,578

      Total Expenses                  535,880     412,098

NET LOSS                            (173,618)    (342,234)


NET LOSS ALLOCATION

 Limited Partners                   (171,691) (338,188)
 General Partner                      (1,927)    (4,046)


NET LOSS PER UNIT

 Limited Partners                       (.06)     (.28)
 General Partner                        (.06)       (.28)


<FN>




          The accompanying notes are an integral part
                 of these financial statements.

</TABLE>


<PAGE>
<TABLE>

       MORGAN STANLEY DEAN WITTER CHARTER MILLBURN L.P.
                    STATEMENTS OF OPERATIONS
                           (Unaudited)


<CAPTION>

For the Period from

March 1, 1999

(commencement

For the Nine Months        of operations) to

Ended September 30,       September 30,
                                      2000            1999
                                        $              $

REVENUES
<S>
<C>                        <C>
 Trading profit (loss):
    Realized                     (1,014,081)      661,065
      Net change in unrealized   (1,332,675)     123,450
      Total Trading Results      (2,346,756)    784,515
 Interest Income (DWR)             1,017,562      294,657
      Total Revenues             (1,329,194)  1,079,172

EXPENSES

 Brokerage fees (DWR)              1,267,988      528,810
    Management   fees                       362,282       151,089
Incentive fees                      ____-___        103,350

      Total Expenses               1,630,270        783,249
NET INCOME (LOSS)               (2,959,464)         295,923


NET INCOME (LOSS) ALLOCATION

    Limited   Partners                  (2,926,739)       292,598
General Partner                     (32,725)      3,325

NET INCOME (LOSS) PER UNIT

 Limited Partners                     (1.07)        .32
 General Partner                      (1.07)         .32

<FN>


          The accompanying notes are an integral part
                 of these financial statements.
</TABLE>
page>
<TABLE>-
        MORGAN STANLEY DEAN WITTER CHARTER MILLBURN  L.P.
           STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
      For the Nine Months Ended September 30, 2000 and the
                   Period from March 1, 1999
                 (commencement of operations) to
                       September 30, 1999
                          (Unaudited)

<CAPTION>


                          Units of
                        Partnership Limited   General
                          Interest   Partners Partner    Total

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

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

Offering of Units   1,732,224.466                 17,541,969   18
5,000                            17,726,969

Net                                                        Income
-                                       292,598       3,325           295,923

Redemptions          (14,862.814)              (152,767)          ____-___
(152,767)

Partners' Capital,
  September 30, 19992,200,849.947           $22,456,683  $248,325
$22,705,008





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

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

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

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

Partners' Capital,
  September 30, 20002,877,134.458           $23,368,050  $256,366
$23,624,416




<FN>




           The accompanying notes are an integral part
                 of these financial statements.
</TABLE>
<PAGE>
<TABLE>-
        MORGAN STANLEY DEAN WITTER CHARTER MILLBURN L.P.
                    STATEMENTS OF CASH FLOWS
                           (Unaudited)


<CAPTION>

For the Period from

March 1, 1999

(commencement
For the Nine Months       of operations) to

Ended September 30,       September 30,
                                      2000            1999
                                        $              $


CASH FLOWS FROM OPERATING ACTIVITIES
<S>
<C>                                     <C>
 Net income (loss):               (2,959,464) 295,923
 Noncash item included in net income (loss):
    Net change in unrealized        1,332,675   (123,450)

 Increase in operating assets:
   Interest receivable (DWR)        (32,313)  (78,046)
 Increase in operating liabilities:
    Accrued brokerage fees (DWR)       11,548     123,283
    Accrued management fees             3,300       35,224
  Net  cash  provided  by  (used for)  operating  activities   (1
,644,254)                           252,934


CASH FLOWS FROM FINANCING ACTIVITIES

                         Initial                         offering
-     4,834,883
 Offering     of     Units                    7,700,00417,726,969
 (Increase)    decrease   in   subscriptions    receivable654,449
 (1,625,967)
 Increase in redemptions payable      102,603    94,301
    Redemptions of Units          (4,419,844)    (152,767)
   Net  cash  provided  by  financing  activities       4,037,212
20,877,419

 Net increase in cash               2,392,958  21,130,353

 Balance at beginning of period    21,677,769     ____-___
 Balance at end of period          24,070,727  21,130,353


<FN>




          The accompanying notes are an integral part
                 of these financial statements.

</TABLE>

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

                  NOTES TO FINANCIAL STATEMENTS

                           (UNAUDITED)

The  unaudited financial statements contained herein include,  in

the  opinion of management, all adjustments necessary for a  fair

presentation of the results of operations and financial condition

of   Morgan  Stanley  Dean  Witter  Charter  Millburn  L.P.  (the

"Partnership").  The  financial statements  and  condensed  notes

herein  should  be  read  in conjunction with  the  Partnership's

December 31, 1999 Annual Report on Form 10-K.


1. Organization

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

limited  partnership  organized  to  engage  primarily   in   the

speculative trading of futures and forward contracts, options  on

futures contracts and on physical commodities and other commodity

interests,  including foreign currencies, financial  instruments,

metals,  energy and agricultural products (collectively, "futures

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

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

Charter  Series  of  funds, comprised of the Partnership,  Morgan

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

Witter Charter Welton L.P.



The   general   partner   is   Demeter   Management   Corporation

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

Reynolds Inc.

<PAGE>

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


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

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

Demeter  and DWR are wholly-owned subsidiaries of Morgan  Stanley

Dean  Witter & Co.  Millburn Ridgefield Corporation (the "Trading

Advisor") is the trading advisor to the Partnership.



2.  Related Party Transactions

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

interests trading accounts to meet margin requirements as needed.

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

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

Partnership pays brokerage fees to DWR.



3.  Financial Instruments

The Partnership trades futures and forward contracts, options  on

futures   contracts,  and  on  physical  commodities  and   other

commodity  interests,  including  foreign  currencies,  financial

instruments,  metals, energy and agricultural products.   Futures

and  forwards  represent  contracts for delayed  delivery  of  an

instrument  at  a  specified date and price.   Risk  arises  from

changes  in  the  value  of  these contracts  and  the  potential

inability  of  counterparties to perform under the terms  of  the

contracts.   There  are numerous factors which may  significantly

influence the market value of these contracts, including interest

rate volatility.

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


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

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

133,   "Accounting   for  Derivative  Instruments   and   Hedging

Activities" effective for fiscal years beginning after  June  15,

2000,  as  amended by SFAS No. 137. The Partnership  adopted  the

provisions  of SFAS No. 133 beginning with the fiscal year  ended

December  31,  1998.  SFAS No. 133 superceded SFAS Nos.  119  and

105,  which  required  the disclosure of average  aggregate  fair

values  and contract/notional values, respectively, of derivative

financial  instruments for an entity that carries its  assets  at

fair  value.  SFAS No. 133 was further amended by SFAS  No.  138,

which  clarifies issues surrounding interest rate  risk,  foreign

currency  denominations,  normal  purchases  and  sales  and  net

hedging.  The application of SFAS No. 133, as amended by SFAS No.

137,  did  not  have  a significant effect on  the  Partnership's

financial  statements, nor will the application of the provisions

of  SFAS  No.  138 have a significant effect on the Partnership's

financial statements.



SFAS  No.  133 defines a derivative as a financial instrument  or

other   contract   that   has  all   three   of   the   following

characteristics:





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


  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, forwards, swaps or  option

contracts,   or   other   financial  instruments   with   similar

characteristics such as caps, floors and collars.



The  net unrealized gains (losses) on open contracts are reported

as  a component of "Equity in futures interests trading accounts"

on  the  statements of financial condition and totaled $(411,852)

and  $920,823  at  September  30, 2000  and  December  31,  1999,

respectively.



Of  the  $411,852  net  unrealized  loss  on  open  contracts  at

September 30, 2000, $(429,266) related to exchange-traded futures

contracts  and  $17,414  related to  off-exchange-traded  forward

currency contracts.







<PAGE>

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




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

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

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

contracts.



Exchange-traded  futures contracts held  by  the  Partnership  at

September  30,  2000 and December 31, 1999 mature  through  March

2001  and  June  2000, respectively. Off-exchange-traded  forward

currency contracts held by the Partnership at September 30,  2000

and  December  31, 1999 mature through December  2000  and  March

2000, respectively.



The  Partnership  has  credit risk associated  with  counterparty

nonperformance.  The credit risk associated with the  instruments

in  which  the Partnership is involved is limited to the  amounts

reflected in the Partnership's statements of financial condition.



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

the  futures  commission  merchants or  the  counterparties  with

respect  to  most  of  the Partnership's assets.  Exchange-traded

futures  contracts  are marked to market on a daily  basis,  with

variations  in value settled on a daily basis. Each  of  DWR  and

Carr, as a futures commission merchant for the Partnership's

<PAGE>

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


exchange-traded  futures  contracts, are  required,  pursuant  to

regulations of the Commodity Futures Trading Commission ("CFTC"),

to  segregate from their own assets, and for the sole benefit  of

their commodity customers, all funds held by them with respect to

exchange-traded futures contracts, including an amount  equal  to

the  net  unrealized  gain (loss) on all open futures  contracts,

which   funds,   in   the  aggregate,  totaled  $23,641,461   and

$22,661,540  at  September  30,  2000  and  December  31,   1999,

respectively.   With  respect to the Partnership's  off-exchange-

traded forward currency contracts, there are no daily settlements

of  variations  in  value nor is there any  requirement  that  an

amount  equal  to the net unrealized gain (loss) 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



<PAGE>

daily  limit  for  several consecutive days  with  little  or  no

trading.   These market conditions could prevent the  Partnership

from  promptly  liquidating its futures or options contracts  and

result in restrictions on redemptions.



There  is  no limitation on daily price moves in trading  forward

contracts  on  foreign currencies.  The markets  for  some  world

currencies  have low trading volume and are illiquid,  which  may

prevent  the  Partnership from trading in potentially  profitable

markets  or  prevent  the Partnership from  promptly  liquidating

unfavorable  positions  in  such markets  and  subjecting  it  to

substantial  losses.  Either  of these  market  conditions  could

result in restrictions on redemptions.



The  Partnership  has  never had illiquidity  affect  a  material

portion of its assets.



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

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

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

the  future  will  affect  the  amount  of  funds  available  for

investment in futures interests in subsequent periods.  It is not

possible  to  estimate the amount and therefore,  the  impact  of

future redemptions of Units.





<PAGE>

Results of Operations

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

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

advantage of price movements or other profit opportunities in the

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

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

months  ended September 30, 2000 and the quarter ended  September

30,  1999  and  the  period from March 1, 1999  (commencement  of

operations)  to Sepember 30, 1999, respectively,  and  a  general

discussion of its trading activities during each quarter.  It  is

important  to note, however, that the Trading Advisor  trades  in

various markets at different times and that prior activity  in  a

particular market does not mean that such market will be actively

traded  by  the  Trading Advisor or will  be  profitable  in  the

future.   Consequently,  the  results  of   operations   of   the

Partnership are difficult to discuss other than in the context of

its  Trading  Advisor's  trading  activities  on  behalf  of  the

Partnership  as a whole and how the Partnership has performed  in

the past.



For the Quarter and Nine Months Ended September 30, 2000

For  the  quarter  ended  September  30,  2000,  the  Partnership

recorded  total  trading revenues including  interest  income  of

$362,262  and,  after expenses, posted a decrease  in  Net  Asset

Value  per  Unit.   The most significant losses of  approximately

1.2% were recorded in the metals markets throughout a majority of

the quarter from long positions in zinc and aluminum futures as

<PAGE>

prices  decreased on technical factors.  In the  global  interest

rate   futures  markets,  losses  of  approximately   0.3%   were

experienced  primarily  during  July  and  September  from  short

positions in German interest rate futures as prices increased  on

benign  economic  data,  volatility in  the  equity  markets  and

concerted intervention in the foreign exchange markets.   In  the

agricultural markets, losses of approximately 0.2% were  incurred

primarily during early July from long wheat futures positions  as

prices  moved lower amid benefical U.S. crop weather.  A  portion

of the Partnership's overall losses was partially offset by gains

of  approximately 0.6% recorded in the global stock index futures

markets primarily during July from short positions in Topix Index

futures   as  Japanese  stock  prices  declined.   In  the   soft

commodities markets, profits of approximately 0.5% were  recorded

primarily during July from long sugar futures positions as prices

increased  on forecasts that the world surplus will  shrink  with

smaller  crops  in  2000-2001.  In the energy markets,  gains  of

approximately  0.4%  were recorded primarily  during  August  and

September  from long positions in natural gas futures  as  prices

moved  higher amid supply and storage concerns.  Additional gains

were  recorded  during August from long positions  in  crude  oil

futures  and its related products as prices increased as  ongoing

supply  concerns  outweighed signals from Saudi  Arabia  that  it

would seek a suitable production increase to ease the crunch.  In

the currency markets, gains of approximately 0.1% were produced



<PAGE>

primarily  during August and early September from short positions

in  the  euro  as its value weakened versus the U.S.  dollar  and

other  major  currencies  amid dampened  optimism  for  continued

economic  growth in Europe.  Offsetting currency losses  recorded

primarily during August from short positions in the Japanese  yen

as  its  value  strengthened  versus the  U.S.  dollar  following

comments by a senior Japanese official stating that the  Bank  of

Japan  could  raise  interest rates  again  by  year-end.   Total

expenses  for  the  three months ended September  30,  2000  were

$535,880,  resulting in a net loss of $173,618.  The value  of  a

Unit  decreased from $8.27 at June 30, 2000 to $8.21 at September

30, 2000.



For  the  nine  months ended September 30, 2000, the  Partnership

recorded   total  trading  losses  net  of  interest  income   of

$1,329,194  and  posted a decrease in Net Asset Value  per  Unit.

The  most  significant losses of approximately 6.6% were recorded

in   the  currency  markets  primarily  during  April  from  long

positions  in  the Japanese yen as the value of the yen  weakened

versus  the  U.S. dollar amid fears of additional Bank  of  Japan

("BOJ")  intervention.  During May and June, losses were recorded

from  short  positions in the Japanese yen as its value  reversed

higher  versus  the U.S. dollar following hints by  BOJ  governor

Hayami  of  the possible end of the zero interest rate policy  in

Japan.  The U.S. dollar weakened further versus the yen during



<PAGE>

June  due primarily to the perception that interest rates in  the

U.S.  may have topped out.  During August, additional losses were

incurred  from  short  positions in the  Japanese  yen  following

comments by a senior Japanese official stating that the BOJ could

raise  interest rates again by year-end.  In the global  interest

rate   futures  markets,  losses  of  approximately   5.6%   were

experienced  primarily  during  July  and  September  from  short

positions in German interest rate futures as prices increased  on

benign  economic  data,  volatility in  the  equity  markets  and

concerted intervention in the foreign exchange markets.   In  the

global stock index futures markets, losses of approximately  4.4%

were  recorded primarily from long futures positions in the  Hang

Seng  Index as most global equity prices reversed lower in  early

January  amid  fears of interest rate hikes.   During  March  and

June, additional losses were recorded from trading Hang Seng  and

TOPIX  Index futures due to trendless price movement within  most

of  the world's stock markets.  In the metals markets, losses  of

approximately 2.7% were experienced throughout a majority of  the

third quarter from long positions in zinc and aluminum futures as

prices  decreased  on  technical factors.   In  the  agricultural

markets,  losses  of  approximately 2.0% were incurred  primarily

during February, May, June and early July from long wheat futures

positions  as prices declined as a result of insufficient  demand

and  heavy rain in the U.S. production areas.  A portion  of  the

Partnership's overall losses was offset by gains of approximately

9.9% recorded in the energy markets primarily during February,

<PAGE>

May, June and August from long positions in crude oil futures and

its  refined  products as oil prices increased on concerns  about

future  output levels from the world's leading producer countries

amid  dwindling stockpiles, increasing demand and rising concerns

regarding supplies and production levels.  Additional gains  were

recorded during May, August and September from long positions  in

natural  gas  futures  as prices trended  higher  on  supply  and

storage  concerns.  In the soft commodities markets,  profits  of

approximately 1.3% were recorded primarily during May,  June  and

July from long sugar futures positions as prices moved higher due

to strong demand, declining production from Brazil and decreasing

global  supplies.  Total  expenses  for  the  nine  months  ended

September  30, 2000 were $1,630,270, resulting in a net  loss  of

$2,959,464.  The value of a Unit decreased from $9.28 at December

31, 1999 to $8.21 at September 30, 2000.



For the Quarter and Seven Months Ended September 30, 1999

For  the  quarter  ended  September  30,  1999,  the  Partnership

recorded  total  trading revenues including  interest  income  of

$69,864 and, after expenses, posted a decrease in Net Asset Value

per Unit.  The most significant losses of approximately 3.8% were

recorded in the global stock index futures markets primarily from

long  positions  in Hang Seng Index futures as equity  prices  in

Hong Kong dropped during early August amid tensions between China

and Taiwan.  Smaller losses were incurred from trading Nikkei



<PAGE>

Index  futures  during August and September  as  Japanese  equity

prices  experienced  short-term volatility  amid  speculation  of

whether  the  BOJ would intervene to prevent the yen from  rising

further  relative  to the U.S. dollar.  In global  interest  rate

futures,  losses  of  approximately 3.1% were recorded  primarily

from  trading  in  U.S. interest rate futures  as  domestic  bond

prices moved in an erratic sideways pattern for a majority of the

month  due  to inflationary concerns and questions regarding  the

future  direction of U.S. interest rates.  In currencies,  losses

of  approximately 0.3% were recorded primarily  during  July  and

September from short positions in the euro and the Swiss franc as

the  value  of these currencies reversed their previous  downward

trend  versus the U.S. dollar amid bullish economic data  out  of

Europe and inflationary pressures in the U.S.  These losses  were

mitigated  by  currency  gains recorded from  long  Japanese  yen

positions as the value of the yen strengthened versus most  major

currencies during August and September due to optimism  regarding

the  Japanese  economy.   A portion of the Partnership's  overall

losses  for  the month was offset by gains of approximately  4.7%

recorded  in the energy markets primarily from long positions  in

crude oil and its refined products, unleaded gas, heating oil and

gas  oil,  as  prices moved higher throughout the  quarter  as  a

result  of declining inventories and increasing demand.   Smaller

profits of approximately 1.6% were recorded in the metals markets

primarily  from long gold futures positions during  September  as

prices skyrocketed following the Bank of England's second gold

<PAGE>

auction  and  an announcement by several European  central  banks

stating that they were to restrict the sales of gold reserves for

five  years.  Total expenses for the three months ended September

30, 1999 were $412,098, resulting in a net loss of $342,234.  The

value  of a Unit decreased from $10.60 at June 30, 1999 to $10.32

at September 30, 1999.



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

September  30,  1999,  the  Partnership  recorded  total  trading

revenues  including interest income of $1,079,172 and  posted  an

increase in Net Asset Value per Unit.  The most significant gains

of  approximately  9.1%  were  recorded  in  the  energy  markets

primarily  from  long  positions in crude  oil  and  its  refined

products,  unleaded  gas,  gas oil and  heating  oil,  as  prices

climbed  higher  during March following an agreement  reached  by

both  OPEC  and non-OPEC countries to cut total output  beginning

April  1st.   Oil prices continued to move higher throughout  the

third  quarter  due to declining supplies and increasing  demand.

Additional  gains  of  approximately 3.0% were  recorded  in  the

metals  markets primarily from long positions in gold futures  as

gold  prices  soared  during  September  following  the  Bank  of

England's  second  gold  auction and an announcement  by  several

European  central banks stating that they were going to  restrict

the  sales  of  gold reserves for five years.  Smaller  gains  of

approximately  1.3%  were recorded in the  global  interest  rate

futures markets primarily from short positions in German interest

<PAGE>

rate  futures  during June and July as prices  moved  lower  amid

skepticism regarding the European Monetary Union and fears of  an

interest rate hike in the U.S.  These gains were partially offset

by  losses  of  approximately 3.0% incurred in the  global  stock

index futures markets primarily from long positions in Hang  Seng

Index  futures as equity prices in Hong Kong dropped during early

August  amid  tensions between China and Taiwan.  Smaller  losses

were incurred from trading Nikkei Index futures during August and

September   as  Japanese  equity  prices  experienced  short-term

volatility  amid speculation of whether the Bank of  Japan  would

intervene to prevent the yen from rising further relative to  the

U.S.  dollar.  Losses of approximately 2.2% were also experienced

in  soft commodities primarily from long coffee futures positions

as  coffee  prices  declined sharply during  early  June  due  to

forecasts  for  warmer  weather in  Brazil  and  ample  warehouse

supplies.  Smaller losses of approximately 0.9% were incurred  in

the  currency  markets primarily during July and  September  from

short positions in the euro, and the Swiss franc as the value  of

these  currencies reversed their previous downward  trend  versus

the  U.S.  dollar amid bullish economic data out  of  Europe  and

inflationary pressures in the U.S.  Total expenses for the period

from March 1, 1999 (commencement of operations) to September  30,

1999  were  $783,249, resulting in net income of  $295,923.   The

value  of  a  Unit  increased  from  $10.00  at  March  1,   1999

(commencement of operations) to $10.32 at September 30, 1999.



<PAGE>


Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
        RISK

Introduction

The  Partnership is a commodity pool involved in the  speculative

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.

<PAGE>

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 experiences to date or any  reasonable

expectations based upon historical changes in market value.


Quantifying the Partnership's Trading Value at Risk

The    following    quantitative   disclosures   regarding    the

Partnership's  market  risk  exposures  contain  "forward-looking

statements"  within  the meaning of the safe  harbor  from  civil

liability  provided for such statements by the Private Securities

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

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

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

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

harbor, except for statements of historical fact.



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

accounting  principles.   Any loss in the  market  value  of  the

Partnership's  open  positions  is  directly  reflected  in   the

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

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

futures interests are settled daily through variation margin.



<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  Partner-

ship's  VaR  is  approximately  four  years.   The  one-day   99%

confidence  level  of the Partnership's VaR  corresponds  to  the

negative change in portfolio value that, based on observed market

risk factors, would have been exceeded once in 100 trading days.



VaR   models,   including  the  Partnership's,  are  continuously

evolving  as trading portfolios become more diverse and  modeling

techniques  and systems capabilities improve.  Please  note  that

the VaR model is used to numerically quantify market risk for



<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  table  indicates  the  VaR  associated  with  the

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

by  primary  market risk category as of September  30,  2000  and

1999.  As of September 30, 2000 and 1999, the Partnership's total

capitalization  was approximately $24 million  and  $23  million,

respectively.

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

     Currency                 (1.77)%                (1.62)%

     Interest Rate          (1.37)                   (0.79)

     Equity                     (0.88)               (0.86)

     Commodity                  (1.17)               (1.26)

     Aggregate Value at Risk    (2.71)%              (2.19)%



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

<PAGE>

positions  at  September  30, 2000  and  1999  only  and  is  not

necessarily representative of either the historic or future  risk

of  an  investment in the Partnership. Because the  Partnership's

only  business  is the speculative trading of futures  interests,

the composition of its trading portfolio can change significantly

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, 1999 through September 30, 2000.


Primary Market Risk Category        High      Low      Average

Currency                           (1.77)%   (0.92)%   (1.31)%

Interest Rate                      (1.37)    (0.61)    (1.02)

Equity                             (0.88)    (0.34)    (0.67)

Commodity                          (1.42)    (0.59)    (0.98)

Aggregate Value at Risk            (2.71)%   (1.71)%   (2.10)%


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

<PAGE>

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

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

quarterly   reporting  periods  from  October  1,  1999   through

September  30, 2000.  Since VaR is based on historical data,  VaR

should  not  be viewed as predictive of the Partnership's  future

financial  performance or its ability to manage or monitor  risk.

There can be no assurance that the Partnership's actual losses on

a  particular day will not exceed the VaR amounts indicated above

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

days.



Non-Trading Risk

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

balances  not needed for margin.  These balances and  any  market

risk  they may represent are immaterial.  At September  30,  2000

the  Partnership's cash balance at DWR was approximately  76%  of

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

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

income. This cash flow risk is not considered material.



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

assessment  of  reasonably  possible  market  movements  and  any

associated  potential losses, taking into account  the  leverage,

optionality and multiplier features of the Partnership's  market-

sensitive instruments.

<PAGE>

Qualitative Disclosures Regarding Primary Trading Risk Exposures

The following qualitative disclosures regarding the Partnership's

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

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

Partnership   manages  its  primary  market  risk   exposures   -

constitute  forward-looking  statements  within  the  meaning  of

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

Securities  Exchange Act.  The Partnership's primary market  risk

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

Demeter  and the Trading Advisor for managing such exposures  are

subject  to numerous uncertainties, contingencies and risks,  any

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

risk  controls to differ materially from the objectives  of  such

strategies.     Government    interventions,     defaults     and

expropriations,  illiquid  markets,  the  emergence  of  dominant

fundamental  factors, political upheavals, changes in  historical

price  relationships,  an  influx  of  new  market  participants,

increased  regulation  and many other  factors  could  result  in

material  losses  as  well as in material  changes  to  the  risk

exposures  and the risk management strategies of the Partnership.

Investors  must be prepared to lose all or substantially  all  of

their investment in the Partnership.



The  following  were the primary trading risk  exposures  of  the

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

be



<PAGE>

anticipated  however,  that  these  market  exposures  will  vary

materially over time.



Currency. The primary market exposure at September 30,  2000  was

in  the currency sector.  The Partnership's currency exposure  is

to  exchange  rate  fluctuations,  primarily  fluctuations  which

disrupt  the  historical pricing relationships between  different

currencies and currency pairs.  Interest rate changes as well  as

political   and  general  economic  conditions  influence   these

fluctuations.   The  Partnership trades  in  a  large  number  of

currencies,  including cross-rates - i.e., positions between  two

currencies other than the U.S. dollar.  For the third quarter  of

2000, the Partnership's major exposures were in the euro currency

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

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

currencies include major and minor currencies.  Demeter does  not

anticipate  that  the risk profile of the Partnership's  currency

sector  will  change significantly in the future.   The  currency

trading VaR figure includes foreign margin amounts converted into

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

exchange  rate  risk inherent to the dollar-based Partnership  in

expressing VaR in a functional currency other than dollars.



Interest  Rate. The second largest market exposure  at  September

30,  2000  was  in the interest rate complex.  The  Partnership's

exposure in the interest rate market complex was primarily spread

<PAGE>

across  the  U.S.,  German and Japanese  interest  rate  sectors.

Interest  rate  movements  directly  affect  the  price  of   the

sovereign  bond  futures positions held by  the  Partnership  and

indirectly  affect  the  value of its stock  index  and  currency

positions.   Interest rate movements in one country  as  well  as

relative  interest  rate movements between  countries  materially

impact   the   Partnership's  profitability.   The  Partnership's

primary  interest  rate exposure is generally  to  interest  rate

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

The  G-7  countries  consist of France, U.S.,  Britain,  Germany,

Japan,  Italy  and Canada. Demeter anticipates that G-7  interest

rates  will  remain  the primary interest rate  exposure  of  the

Partnership for the foreseeable future.  The changes in  interest

rates  that  have the most significant effect on the  Partnership

are  changes in long-term, as opposed to short-term, rates.  Most

of  the speculative futures positions held by the Partnership are

in  medium-  to  long-term  instruments.  Consequently,  even   a

material  change in short-term rates would have little effect  on

the  Partnership, were the medium- to long- term rates to  remain

steady.



Equity.   The primary equity exposure is to equity price risk  in

the  G-7  countries.   The  stock index  futures  traded  by  the

Partnership  are  by  law  limited to  futures  on  broadly-based

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

exposures were in the TOPIX (Japan), S&P 500 (U.S.) and Hang Seng

<PAGE>

(China)  stock indices.  The Partnership is primarily exposed  to

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

and Japanese indices.  Static markets would not cause major

market changes but would make it difficult for the Partnership to

avoid being "whipsawed" into numerous small losses.



Commodity

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

was  shared primarily by futures contracts in the crude  oil  and

natural  gas  markets.  Price movements in these  markets  result

from political developments in the Middle East, weather patterns,

and  other economic fundamentals.  It is possible that volatility

will remain high. Significant profits and losses, which have been

experienced  in  the  past,  are  expected  to  continue  to   be

experienced in this market.  Natural gas has exhibited volatility

in  prices resulting from weather patterns and supply and  demand

factors and may continue in this choppy pattern.



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

fluctuations in the price of gold.  Although the Trading  Advisor

will  from time to time trade base metals such as zinc,  aluminum

and  copper,  the  principal market exposures of the  Partnership

have consistently been in gold.  Exposure was evident in the gold

market as gold prices continued to be volatile during the





<PAGE>

quarter.   Demeter anticipates that precious metals  will  remain

the primary metals market exposure for the Partnership.



Soft  Commodities and Agriculturals.     On September  30,  2000,

the  Partnership had exposure in the markets that comprise  these

sectors.  Most of the exposure, however, was in the coffee,  corn

and  sugar  markets.   Supply  and  demand  inequalities,  severe

weather disruption and market expectations affect price movements

in these markets.



Qualitative Disclosures Regarding Non-Trading Risk Exposure

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

Partnership as of September 30, 2000:



Foreign  Currency  Balances.  The Partnership's  primary  foreign

currency  balances  at  September 30,  2000  were  in  Hong  Kong

dollars.  The Partnership controls the non-trading risk of  these

balances by regularly converting these balances back into dollars

upon liquidation of the respective position.



Qualitative Disclosures Regarding Means of Managing Risk Exposure

The  Partnership and the Trading Advisor, separately, attempt  to

manage   the   risk  of  the  Partnership's  open  positions   in

essentially the same manner in all market categories traded.





<PAGE>

Demeter  attempts  to manage market exposure by diversifying  the

Partnership's assets among different market sectors  and  trading

approaches, and monitoring the performance of the Trading Advisor

daily.   In  addition,  the Trading Advisor establishes  diversi-

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

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

sensitive instrument.



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

trading   instrument,  cash.   Cash  is  the   only   Partnership

investment directed by Demeter, rather than the Trading Advisor.































<PAGE>

                   PART II.  OTHER INFORMATION



Item 1.  LEGAL PROCEEDINGS

Please  refer  to Legal Proceedings previously disclosed  in  the

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

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



Item 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

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

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

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



The Partnership registered an additional 6,000,000 Units pursuant

to  a  new  Registration  Statement on  Form  S-1,  which  became

effective on March 27, 2000 (SEC File Number 333-91569).



The managing underwriter for the Partnership is DWR.



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

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

the last day of each month.



Through  September  30,  2000,  3,404,782.094  Units  were  sold,

leaving 5,595,217.906 Units unsold.  The aggregate price of the

Units sold through September 30, 2000 was $33,128,740.



<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 Form 10-Q (File No. 0-25605) for the        quarter
       ended March 31, 1999.

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

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

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





<PAGE>

  10.04   International Foreign Exchange Master Agreement,  dated
          as  of  November  6, 1998, between the Partnership  and
          Carr  Futures,  Inc. is incorporated  by  reference  to
          Exhibit 10.04 of the Partnership's Form 10-Q (File  No.
          0-25605) for the quarter ended March 31, 1999.
                             - 37 -
  10.05   Subscription  and  Exchange  Agreement  and  Power   of
          Attorney  to be executed by each purchase of  Units  is
          incorporated  by  reference  to  Exhibit   B   of   the
          Partnership's Prospectus dated October 13, 2000,  filed
          with the Securities and Exchange Commission pursuant to
          Rule  424(b)(3) under the Securities Act  of  1933,  as
          amended, on October 13, 2000.

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


 10.07      Subscription Agreement Update Form is incorporated by
          reference to Exhibit C of the Partnership's Prospectus dated
          October 11, 2000, filed with the Securities and Exchange
          Commission pursuant to Rule 424(b)(3) under the Securities Act of
          1933, as amended, on October 13, 2000.

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





















<PAGE>











                            SIGNATURE



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


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

                              By: Demeter Management Corporation
                                  (General Partner)

November 14, 2000             By:/s/ Raymond E. Koch_____________
Raymond E. Koch
                                     Chief Financial Officer




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