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

	FORM 10-Q

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

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

Commission File number 0-25607

	MORGAN STANLEY 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.)



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


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


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

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


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


Yes    X       	No________




<page>
<table>

	MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P.

	INDEX TO QUARTERLY REPORT ON FORM 10-Q

	September 30, 2001


<caption>

PART I. FINANCIAL INFORMATION

				<c>
Item 1. Financial Statements

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

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

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

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

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

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

Item 2.	Management's Discussion and Analysis of
			Financial Condition and Results of Operations.......12-20

Item 3.	Quantitative and Qualitative Disclosures about
			Market Risk ........................................21-33

Part II. OTHER INFORMATION

Item 1.	Legal Proceedings......................................34

Item 2.	Changes in Securities and Use of Proceeds...........34-35

Item 6.	Exhibits and Reports on Form 8-K....................35-36



</table>







<page>
<table>

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

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

<caption>	   September 30,	 December 31,
                                                     2001     	      2000
                                            $                                    $
	(Unaudited)
ASSETS

	<c>	<c>
Equity in futures interests trading accounts:
	Cash	16,268,250	19,614,103

	Net unrealized gain on open contracts (MS&Co.)	1,615,399	3,456,472
	Net unrealized gain (loss) on open contracts (MSIL)	     775,234 	   (155,033)

	Total net unrealized gain on open contracts	2,390,633	3,301,439

	Net option premiums                                                                        (167,399)	   (55,994)

	     Total Trading Equity	18,491,484	22,859,548

Interest receivable (Morgan Stanley DW)	         47,700 	      110,806
Subscriptions receivable	        30,600	        265,050

	     Total Assets	                                                                             18,569,784  	    23,235,404

LIABILITIES AND PARTNERS' CAPITAL

Liabilities
	Redemptions payable	445,521	771,830
	Accrued brokerage fees (Morgan Stanley DW)	106,706	119,881
	Accrued management fees	         30,488	      34,252

	     Total Liabilities	      582,715	     925,963

Partners' Capital

	Limited Partners (2,536,165.937and
	     2,688,816.221 Units, respectively)	17,760,234	 22,043,879
	General Partner (32,392.072 Units)	       226,835	      265,562

	     Total Partners' Capital	   17,987,069	 22,309,441

Total Liabilities and Partners' Capital	  18,569,784 	   23,235,404
NET ASSET VALUE PER UNIT	              7.00	            8.20
<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 Quarters Ended September 30,

	      2001   	   2000
	    $	   $


REVENUES

			<c>	<c>
	Trading profit (loss):
	Realized                                        (946,200)	                  (947,355)
		Net change in unrealized	   2,367,208	                   (978,571)

			Total Trading Results	1,421,008 	               (1,925,926)

	Interest income (Morgan Stanley DW)	      159,742	       331,342

			Total  	   1,580,750	                (1,594,584)


EXPENSES

	Brokerage fees (Morgan Stanley DW)	315,551	380,085
	Management fees	      90,158	      108,596

			Total 	     405,709	      488,681


NET INCOME (LOSS)	   1,175,041	  (2,083,265)


NET INCOME (LOSS) ALLOCATION

	Limited Partners	1,160,858	(2,059,397)
	General Partner	14,183	(23,868)


NET INCOME (LOSS) PER UNIT

	Limited Partners	0.44	(0.74)
	General Partner	0.44	(0.74)

<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 Nine Months Ended September 30,

	      2001     	          2000
	$	 $
REVENUES

			<c>		<c>
	Trading loss:
		Realized 	(1,724,715)		                 (1,740,713)
 	 	Net change in unrealized	   (910,806)		                 (2,758,513)

			Total Trading Results 	(2,635,521)		                 (4,499,226)

	Interest income (Morgan Stanley DW)                                        665,572		 	                 950,936

			Total  	  (1,969,949)		                 (3,548,290)


EXPENSES

	Brokerage fees (Morgan Stanley DW)                                      1,049,869		 	1,190,990
	Management fees                                                                         299,963	  		     340,283

			Total                                                                               1,349,832			   1,531,273

NET LOSS 	 (3,319,781)		                (5,079,563)


NET LOSS ALLOCATION

	Limited Partners	(3,281,054)		(5,020,667)
	General Partner	(38,727)		(58,896)


NET LOSS PER UNIT

	Limited Partners	(1.20)		(1.84)
	General Partner	(1.20)		(1.84)


<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 Nine Months Ended September 30, 2001 and 2000
	(Unaudited)


<caption>


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


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

Offering of Units	  773,314.065		6,386,584		25,000	            6,411,584

Net Loss                            -		         (5,020,667)		  (58,896)		        (5,079,563)

Redemptions               (521,098.905)		         (4,287,164)	          	        -                (4,287,164)

Partners' Capital,
	September 30, 2000	2,836,315.331 	        19,892,413  		 229,805 	         20,122,218





Partners' Capital,
	December 31, 2000	2,721,208.293	         22,043,879			265,562  	        	22,309,441

Offering of Units	  357,361.593		2,601,146		-   	          2,601,146

Net Loss                    -		         (3,281,054)           (38,727)	       (3,319,781)

Redemptions            	    (510,011.877)         (3,603,737)       	        -               (3,603,737)

Partners' Capital,
	September 30, 2001	  2,568,558.009 	        17,760,234  		 226,835 	         17,987,069




<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 Nine Months Ended September 30,

	      2001     	       2000
	$	 $


CASH FLOWS FROM OPERATING ACTIVITIES

			<c>	<c>
Net loss                                (3,319,781)	                (5,079,563)
Noncash item included in net loss:
		Net change in unrealized	910,806	2,758,513

(Increase) decrease in operating assets:
		Net option premiums	111,405	565,518
		Interest receivable (Morgan Stanley DW)	63,106	                      (25,556)

Increase (decrease) in operating liabilities:
		Accrued brokerage fees (Morgan Stanley DW)	   (13,175)	5,168
 		Accrued management fees	     (3,764)	        1,477

Net cash used for operating activities	                                            (2,251,403)   	             (1,774,443)



CASH FLOWS FROM FINANCING ACTIVITIES

Offering of Units	2,601,146	6,411,584
Decrease in subscriptions receivable	                                                  234,450      	590,510
Increase (decrease) in redemptions payable     (326,309)	                     51,876
Redemptions of Units                                	                                      (3,603,737)               (4,287,164)

Net cash provided by (used for) financing activities	                       (1,094,450)	     2,766,806

Net increase (decrease) in cash	                                                     (3,345,853)	992,363

Balance at beginning of period            	   19,614,103             	   20,297,239

Balance at end of period	  16,268,250	                21,289,602


<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
September 30, 2001
(Unaudited)
The unaudited financial statements contained herein include, in
the opinion of management, all adjustments necessary for a fair
presentation of the results of operations and financial condition
of Morgan Stanley Dean Witter Charter Welton L.P. (the
"Partnership").  The financial statements and condensed notes
herein should be read in conjunction with the Partnership's
December 31, 2000 Annual Report on Form 10-K.

1. Organization
Morgan Stanley Dean Witter Charter Welton L.P. is a Delaware
limited partnership organized to engage primarily in the
speculative trading of futures contracts, options on futures
contracts, and forward contracts on physical commodities and
other commodity interests, including foreign currencies,
financial instruments, metals, energy and agricultural products.
The Partnership is one of the Morgan Stanley Dean Witter Charter
Series of funds, comprised of the Partnership, Morgan Stanley
Dean Witter Charter Graham L.P., Morgan Stanley Dean Witter
Charter Millburn L.P. and Morgan Stanley Dean Witter Charter
DWFCM L.P.
The general partner is Demeter Management Corporation ("Demeter").
The non-clearing commodity broker is Morgan Stanley DW Inc.

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


("Morgan Stanley DW"). The clearing commodity brokers are Morgan
Stanley & Co., Inc. ("MS & Co.") and Morgan Stanley & Co.
International Limited ("MSIL"). Demeter, Morgan Stanley DW, MS &
Co. and MSIL are wholly-owned subsidiaries of Morgan Stanley Dean
Witter & Co. Welton Investment Corporation (the "Trading Advisor")
is the trading advisor to the Partnership.

2.  Related Party Transactions
The Partnership's cash is on deposit with Morgan Stanley DW, MS &
Co. and MSIL in futures, forwards and options trading accounts to
meet margin requirements as needed. Morgan Stanley DW pays
interest on these funds based on a rate equal to that earned by
Morgan Stanley DW on its U.S. Treasury bill investments.  The
Partnership pays brokerage fees to Morgan Stanley DW.

3.  Financial Instruments
The Partnership trades futures contracts, options on futures
contracts, and forward contracts on physical commodities and other
commodity interests, including foreign currencies, financial
instruments, metals, energy and agricultural products.  Futures
and forwards represent contracts for delayed delivery of an
instrument at a specified date and price.  Risk arises from

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

changes in the value of these contracts and the potential
inability of counterparties to perform under the terms of the
contracts.  There are numerous factors which may significantly
influence the market value of these contracts, including interest
rate volatility.


The Partnership accounts for its derivative investments in
accordance with the provisions of Statement of Financial
Accounting Standard No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS No. 133").  SFAS No.
133 defines a derivative as a financial instrument or other
contract that has all three of the following characteristics:
1) One or more underlying notional amounts or payment
provisions;
2) Requires no initial net investment or a smaller initial net
investment than would be required relative to changes in
market factors;
3) Terms require or permit net settlement.

Generally derivatives include futures, forward, swaps or options
contracts or other financial instruments with similar
characteristics such as caps, floors and collars.



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


The net unrealized gains on open contracts, reported as a
component of "Equity in futures interests trading accounts" on the
statements of financial condition and their longest contract
maturities were as follows:

                       Net Unrealized Gains
                         on Open Contracts                Longest Maturities

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

Sept. 30, 2001     2,390,633         -       2,390,633   June 2002      -

Dec. 31, 2000      3,301,439         -       3,301,439   Sept. 2001     -

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

The Partnership also has credit risk because Morgan Stanley DW, MS
& Co. and MSIL act as the futures commission merchants or the
counterparties with respect to most of the Partnership's assets.
Exchange-traded futures and futures-styled options contracts are
marked to market on a daily basis, with variations in value
settled on a daily basis.  Each of Morgan Stanley DW, MS & Co. and
MSIL, as a futures commission merchant for the Partnership's
exchange-traded futures and futures-styled options contracts, are
required, pursuant to regulations of the Commodity Futures Trading
<page>
MORGAN STANLEY DEAN WITTER CHARTER WELTON L.P.
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)

Commission ("CFTC"), to segregate from their own assets, and for
the sole benefit of their commodity customers, all funds held by
them with respect to exchange-traded futures and futures-styled
options contracts, including an amount equal to the net unrealized
gains on all open futures and futures-styled options contracts,
which funds, in the aggregate, totaled $18,658,883 and $22,915,542
at September 30, 2001 and December 31, 2000, respectively. With
respect to the Partnership's off-exchange-traded forward currency
contracts, there are no daily settlements of variations in value
nor is there any requirement that an amount equal to the net
unrealized gains on open forward contracts be segregated.  With
respect to those off-exchange-traded forward currency contracts,
the Partnership is at risk to the ability of MS & Co., the sole
counterparty on all of such contracts, to perform.  The
Partnership has a netting agreement with MS & Co.  This agreement,
which seeks to reduce both the Partnership's and MS & Co.'s
exposure on off-exchange-traded forward currency contracts, should
materially decrease the Partnership's credit risk in the event of
MS & Co.'s bankruptcy or insolvency.





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

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

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

The Partnership has never had illiquidity affect a material
portion of its assets.

Capital Resources. The Partnership does not have, or expect to
have, any capital assets.  Redemptions, exchanges and sales of
additional units of limited partnership interest ("Unit(s)") in
the future will affect the amount of funds available for
investment in futures, forwards and options in subsequent periods.
It is not possible to estimate the amount and therefore the impact
of future redemptions of Units.


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

For the Quarter and Nine Months Ended September 30, 2001
For the quarter ended September 30, 2001, the Partnership
recorded total trading revenues, including interest income, of
$1,580,750 and posted an increase in net asset value per Unit.
The most significant gains of approximately 10.0% were recorded
in the global interest rate futures markets primarily during
August and September from long positions in short-term U.S. and
European interest rate futures as prices trended higher following
interest rate cuts by the U.S. Federal Reserve and as investors
<page>
sought the safe haven of shorter maturity fixed income
investments.  In the metals markets, gains of approximately 2.5%
were recorded primarily during July and September from short
positions in nickel and aluminum futures as base metal prices
declined on increased supplies and waning demand prompted by weak
U.S. economic data.  These gains were partially offset by losses
of approximately 2.6% recorded in the currency markets primarily
during late September from long positions in the Japanese yen as
its value reversed lower relative to the U.S. dollar following
surprise interventions by the Bank of Japan.  Smaller losses of
approximately 1.7% were recorded during July and August in the
energy markets from from short positions in crude oil futures as
prices reversed higher due to a drop in crude oil inventories, an
OPEC production cut and growing tensions in the Middle East.
Total expenses for the three months ended September 30, 2001 were
$405,709, resulting in net income of $1,175,041.  The net asset
value of a Unit increased from $6.56 at June 30, 2001 to $7.00 at
September 30, 2001.

For the nine months ended September 30, 2001, the Partnership
recorded total trading losses, net of interest income, of
$1,969,949 and posted a decrease in net asset value per Unit. The
most significant losses of approximately 10.9% were recorded in
the energy markets primarily during February from short futures
positions in crude oil and its related products as prices
reversed higher amid cold weather forecasts, anticipated OPEC
production cuts and a tightening in supplies.  Additional losses
<page>
were experienced during July and August from short positions as
oil prices reversed higher due to a drop in crude oil
inventories, an OPEC production cut and growing tensions in the
Middle East.  In the currency markets, losses of approximately
9.0% were recorded primarily during January and February from
cross-rate transactions involving the euro relative to the
Japanese yen due to short term volatility as a result of
conflicting economic signals and a surprise cut in the discount
rate by the Bank of Japan.  Additional currency losses were
experienced during late September from long positions in the
Japanese yen as its value reversed lower relative to the U.S.
dollar following surprise interventions by the Bank of Japan.
Smaller losses of approximately 1.7% were recorded in the metals
markets primarily during April and early May from short gold
futures positions as prices climbed higher on weakness in the
U.S. dollar.  These losses were partially offset by gains of
approximately 12.8% recorded in the global interest rate futures
markets primarily during August and September from long positions
in short-term U.S. interest rate futures as prices trended higher
following interest rate cuts by the U.S. Federal Reserve and as
investors sought the safe haven of shorter maturity fixed income
investments.  In the soft commodities markets, profits of
approximately 1.1% were recorded primarily during February from
short cotton futures positions as cotton prices declined on weak
export sales and low demand.  Total expenses for the nine months
ended September 30, 2001 were $1,349,832, resulting in a net loss


<page>
of $3,319,781.  The net asset value of a Unit decreased from
$8.20 at December 31, 2000 to $7.00 at September 30, 2001.
For the Quarter and Nine Months Ended September 30, 2000
For the quarter ended September 30, 2000, the Partnership
recorded total trading losses, net of interest income, of
$1,594,584 and posted a decrease in net asset value per Unit. The
most significant losses of approximately 3.0% were recorded in
the global interest rate futures markets primarily during mid
September from long positions in Australian interest rate futures
as prices declined following a pattern set by U.S. Treasuries. In
the soft commodities markets, losses of approximately 2.4% were
recorded primarily during mid July from coffee futures positions
as prices moved in an extremely erratic manner on conflicting
weather signals from Brazil.  In the energy markets, losses of
approximately 1.7% were incurred primarily during July from long
positions in natural gas futures as prices declined as a result
of lower than normal cooling demand in key consumption areas and
an increase in supplies as reported by the American Gas
Association.  Additional losses were experienced during July from
long futures positions in crude oil and its related products as
prices reversed lower amid growing conviction that Saudi Arabia
will follow through with a pledge to boost production. During
late September, losses were also recorded from long positions as
energy prices reversed sharply lower after President Clinton
ordered the release of 30 million barrels of oil from the

<page>
Strategic Petroleum Reserve.  In the global stock index futures
markets, losses of approximately 1.3% were experienced primarily
during September from long positions in U.S. stock index futures
as prices fell on technology stock jitters and fears of a
continuous increase in oil prices.  In the metals markets, losses
of approximately 1.0% were recorded during August from short
nickel futures positions and during September from short zinc
futures positions as prices increased.  A portion of the
Partnership's overall losses were offset by gains of
approximately 0.4% recorded in the currency markets primarily
during August from short positions in the euro as the value of
the European common currency weakened versus the U.S. dollar amid
dampened optimism for economic growth in Europe.  Total expenses
for the three months ended September 30, 2000 were $488,681,
resulting in a net loss of $2,083,265.  The net asset value of a
Unit decreased from $7.83 at June 30, 2000 to $7.09 at September
30, 2000.

For the nine months ended September 30, 2000, the Partnership
recorded total trading losses, net of interest income, of
$3,548,290 and posted a decrease in net asset value per Unit. The
most significant losses of approximately 9.7% were recorded in
the global stock index futures markets primarily during January
from long positions in U.S. stock index futures as U.S. and
European equity prices reversed lower after rallying higher in

<page>
December amid fears of interest rate hikes in the U.S. and
Europe.  During April, additional losses were recorded from long
U.S. stock index futures positions as domestic equity prices
declined following the release of an unexpected jump in the
Consumer Price Index.  In the global interest rate futures
markets, losses of approximately 4.6% were recorded throughout
the majority of the second and third quarters from short
positions in German bund futures as prices were pushed higher by
a rise in U.S. prices.  Additional losses were recorded primarily
during mid September from long positions in Australian interest
rate futures as prices declined following a pattern set by U.S.
Treasuries.  In the currency markets, losses of approximately
4.5% were experienced 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  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 Bank of Japan governor Hayami of the
possible end of the zero interest rate policy in Japan.  In the
soft commodities markets, losses of approximately 2.7% were
recorded primarily during mid July from coffee futures positions
as coffee prices moved in an extremely erratic manner on
conflicting weather signals from Brazil.  In the metals markets,
losses of approximately 2.6% resulted primarily during June from
short aluminum futures positions as prices reversed sharply
higher at mid month on institutional buying and fears that U.S.
<page>
capacity could be hit further by power shortages.  Additional
losses were recorded primarily during September from short zinc
futures positions as prices increased.  A portion of the
Partnership's overall losses were offset by gains of
approximately 4.4% recorded in the energy markets primarily
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 and increasing
demand.  Gains were also recorded during May and June from long
futures positions in crude oil as the previous upward movement in
oil prices re-emerged amid rising concerns regarding supplies and
production levels.  During August, additional gains were recorded
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. Additional gains were recorded
during May, August and September from long positions in natural
gas futures as prices continued their upward trend on supply and
storage concerns. Total expenses for the nine months ended
September 30, 2000 were $1,531,273, resulting in a net loss of
$5,079,563. The net asset value of a Unit decreased from $8.93 at
December 31, 1999 to $7.09 at September 30, 2000.





<page>

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

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 experience to date or any reasonable
expectations based upon historical changes in market value.

Quantifying the Partnership's Trading Value at Risk
The following quantitative disclosures regarding the Partnership's
market risk exposures contain "forward-looking statements" within
the meaning of the safe harbor from civil liability provided for
such statements by the Private Securities Litigation Reform Act of
1995 (set forth in Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934). All
quantitative disclosures in this section are deemed to be forward-
looking statements for purposes of the safe harbor, except for
statements of historical fact.

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


<page>
the VaR model is used to numerically quantify market risk for
historic reporting purposes only and is not utilized by either
Demeter or the Trading Advisor in their daily risk management
activities.


The Partnership's Value at Risk in Different Market Sectors
The following table indicates the VaR associated with the
Partnership's open positions as a percentage of total net assets
by primary market risk category at September 30, 2001 and 2000.
At September 30, 2001 and 2000, the Partnership's total
capitalization was approximately $18 million and $20 million,
respectively.

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

	Interest Rate			 (2.26)%			 (1.09)%

Currency				 (1.58)			 (1.47)

Equity				 (0.61)	     	 (0.02)

	Commodity				 (1.70)       		 (1.73)

	Aggregate Value at Risk	 (3.32)%		    	 (2.35)%



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


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

Primary Market Risk Category        High       Low       Average
Interest Rate     	   	(3.52)%	(2.26)%	  (2.88)%

Currency		(2.30)	(1.35)	  (1.71)

Equity	  	(0.61)	  -		  (0.26)

Commodity	   	(1.70)	(0.61)	  (1.28)

Aggregate Value at Risk 	          (4.90)%	(3.32)%	  (3.86)%

Limitations on Value at Risk as an Assessment of Market Risk
The face value of the market sector instruments held by the

<page>
Partnership is typically many times the applicable margin
requirements.  Margin requirements generally range between 2% and
15% of contract face value. Additionally, the use of leverage
causes the face value of the market sector instruments held by
the Partnership to typically be many times the total
capitalization of the Partnership.  The value of the
Partnership's open positions thus creates a "risk of ruin" not
usually found in other investments.  The relative size of the
positions held may cause the Partnership to incur losses greatly
in excess of VaR within a short period of time, given the effects
of the leverage employed and market volatility.  The VaR tables
above, as well as the past performance of the Partnership, give
no indication of such "risk of ruin". In addition, VaR risk
measures should be viewed in light of the methodology's
limitations, which include the following:
? past changes in market risk factors will not always result in
accurate predictions of the distributions and correlations of
future market movements;
? changes in portfolio value caused by market movements may
differ from those of the VaR model;
? VaR results reflect past trading positions while future risk
depends on future positions;



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

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

Non-Trading Risk
The Partnership has non-trading market risk on its foreign cash
balances not needed for margin.  These balances and any market
risk they may represent are immaterial.


<page>
At September 30, 2001, the Partnership's cash balance at Morgan
Stanley DW was approximately 88% of its total net asset value.  A
decline in short-term interest rates will result in a decline in
the Partnership's cash management income. This cash flow risk is
not considered to be material.

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

Qualitative Disclosures Regarding Primary Trading Risk Exposures
The following qualitative disclosures regarding the Partnership's
market risk exposures - except for (A) those disclosures that are
statements of historical fact and (B) the descriptions of how the
Partnership manages its primary market risk exposures - con-
stitute 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.
<page>
Government interventions, defaults and expropriations, illiquid
markets, the emergence of dominant fundamental factors, political
upheavals, changes in historical price relationships, an influx
of new market participants, increased regulation and many other
factors could result in material losses as well as in material
changes to the risk exposures and the risk management strategies
of the Partnership. Investors must be prepared to lose all or
substantially all of their investment in the Partnership.

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

Interest Rate.  The primary market exposure of the Partnership at
September 30, 2001 was to the global interest rate complex.
Exposure was primarily spread across the U.S., European and
Japanese interest rate sectors.  Interest rate movements directly
affect the price of the sovereign bond futures positions held by
the Partnership and indirectly affect the value of its stock
index and currency positions.  Interest rate movements in one
country as well as relative interest rate movements between
countries materially impact the Partnership's profitability.  The
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,

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

Currency.  The Partnership's currency exposure at September 30,
2001 was to exchange rate fluctuations, primarily fluctuations
which disrupt the historical pricing relationships between
different currencies and currency pairs.  Interest rate changes
as well as political and general economic conditions influence
these fluctuations.  The Partnership trades in a large number of
currencies, including cross-rates - i.e., positions between two
currencies other than the U.S. dollar.  At September 30, 2001,
the Partnership's major exposures were to the euro currency
crosses and outright U.S. dollar positions.  Outright positions
consist of the U.S. dollar vs. other currencies.  These other
currencies include major and minor currencies.  Demeter does not
anticipate that the risk profile of the Partnership's currency
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.

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

Commodity.
Energy.  At September 30, 2001, the Partnership's energy
exposure was shared primarily by futures contracts in crude
oil and its related products, and natural gas. Price
movements in these markets result from political
developments in the Middle East, weather patterns and other
economic fundamentals.  It is possible that volatility will
remain high.  Significant profits and losses, which have
been experienced in the past, are expected to continue to be
experienced in these markets.  Natural gas has exhibited
volatility in prices resulting from weather patterns and
supply and demand factors and may continue in this choppy
pattern.



<page>
Metals.  The Partnership's metals exposure at September 30,
2001 was to fluctuations in the price of base metals such as
nickel and aluminum.  Economic forces, supply and demand
inequalities, geopolitical factors and market expectations
influence price movement in these markets.  The Trading
Advisor has, from time to time, taken positions when market
opportunities develop.  Demeter anticipates that the
Partnership will continue to be exposed to the base metals
markets.

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

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

Qualitative Disclosures Regarding Means of Managing Risk Exposure
The Partnership and the Trading Advisor, separately, attempt to
manage the risk of the Partnership's open positions in
essentially the same manner in all market categories traded.
Demeter attempts to manage market exposure by diversifying the
Partnership's assets among different market sectors and trading

<page>
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
Please refer to Legal Proceedings previously disclosed in the
Partnership's Form 10-Q for the quarter ended June 30, 2001.

Item 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS
The Partnership registered 3,000,000 Units pursuant to a
Registration Statement on Form S-1, which became effective on
November 6, 1998 (SEC File Number 333-60097).

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 Morgan Stanley
DW.

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

Through September 30, 2001, 3,839,302.265 Units were sold,
leaving 5,160,697.735 Units unsold.  The aggregate price of the
Units sold through September 30, 2001 was $33,541,956.

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

Item 6.	EXHIBITS AND REPORTS ON FORM 8-K

(A)	 Exhibits

3.01 Form of Amended and Restated Limited Partnership Agreement
of the Partnership, dated as of October 31, 2000, is
incorporated by reference to Exhibit A of the
Partnership's Prospectus, dated October 11, 2000, filed
with the Securities and Exchange Commission pursuant to
Rule 424(b)(3) under the Securities Act of 1933, as
amended, on October 13, 2000.

3.02 Certificate of Limited Partnership, dated July 15, 1998,
is incorporated by reference to Exhibit 3.02 of the
Partnership's Registration Statement on Form S-1 (File No.
333-60115) filed with the Securities and Exchange
Commission on July 28, 1998.

3.03 Certificate of Amendment of Certificate of Limited
Partnership, dated November 1, 2001, (changing its name
from Morgan Stanley Dean Witter Charter Welton L.P.) is
incorporated by reference to the Partnership's Form 8-K
(File No. 0-25607) filed with the Securities and Exchange
Commission on November 6, 2001.
10.02	Management Agreement, dated as of November 6, 1998, among
the Partnership, Demeter and Welton Investment
Corporation, is incorporated by reference to Exhibit 10.02
of the Partnership's Quarterly Report on Form 10-Q (File
No. 0-25607) filed with the Securities and Exchange
Commission on May 17, 1999.
10.03 Subscription and Exchange Agreement and Power of Attorney
to be executed by each purchaser of Units is incorporated
by referenced to Exhibit B of the Partnership's Prospectus
dated October 11, 2000, filed with the Securities and
Exchange Commission pursuant to Rule 424(b)(3) under the
Securities Act of 1933, as amended, on October 13, 2000.



<page>
10.04	Amended and Restated Escrow Agreement among the
Partnership, Morgan Stanley Charter Graham L.P., Morgan
Stanley Charter Millburn L.P., Morgan Stanley Charter
DWFCM L.P., Morgan Stanley DW and The Chase Manhattan Bank
is incorporated by reference to Exhibit 10.04 of the
Partnership's Registration Statement on Form S-1 (File No.
333-91567) filed with the Securities and Exchange
Commission on March 30, 2001.
10.05	Amended and Restated Customer Agreement between the
Partnership and Morgan Stanley DW Inc., dated as of
November 13, 2000 is incorporated by reference to Exhibit
10.01 of the Partnership's Form 8-K (File No. 0-25607)
filed with the Securities and Exchange Commission on
November 6, 2001.
10.06	Commodity Futures Customer Agreement between Morgan
Stanley & Co. Incorporated and the Partnership, and
acknowledged and agreed to by Morgan Stanley DW Inc.,
dated as of November 6, 2000, is incorporated by reference
to Exhibit 10.02 of the Partnership's Form 8-K (File No.
0-25607) filed with the Securities and Exchange Commission
on November 6, 2001.
10.07	Customer Agreement between the Partnership and Morgan
Stanley & Co. International Limited, dated as of November
6, 2000, is incorporated by reference to Exhibit 10.04 of
the Partnership's Form 8-K (File No. 0-25607) filed with
the Securities and Exchange Commission on November 6,
2001.
10.08	Foreign Exchange and Options Master Agreement between
Morgan Stanley & Co. Incorporated and the Partnership,
dated as of August 30, 1999, is incorporated by reference
to Exhibit 10.05 of the Partnership's Form 8-K (File No.
0-25607) filed with the Securities and Exchange Commission
on November 6, 2001.
10.09 Subscription Agreement Update Form is incorporated by
reference to Exhibit C of the Partnership's Prospectus
dated October 11, 2000, filed with the Securities and
Exchange Commission pursuant to Rule 424(b)(3) under the
Securities Act of 1933, as amended, on October 13, 2000.
10.10 Securities Account Control Agreement among the
Partnership, Morgan Stanley & Co. Incorporated, and Morgan
Stanley DW Inc., dated as of May 1, 2000, is incorporated
by reference to Exhibit 10.03 of the Partnership's Form 8-
K (File No. 0-25607) filed with the Securities and
Exchange Commission on November 6, 2001.

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






<page>





	SIGNATURE



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




                          Morgan Stanley Charter Welton L.P.
                          (Registrant)

                          By: Demeter Management Corporation
                             (General Partner)

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




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