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 period ended June 30, 1999 or

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

Commission File No. 0-25603

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


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

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 GRAHAM L.P.

             INDEX TO QUARTERLY REPORT ON FORM 10-Q

                        June 30, 1999

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

     Statement of Financial Condition June 30, 1999
     (Unaudited)............................................... 2

     Statement of Operations for the Quarter Ended
     June 30,1999 (Unaudited).................................. 3

     Statement of Operations for the Period from
     March 1, 1999 (commencement of operations) to
     June 30, 1999 ............................................ 4

     Statement of Changes in Partners' Capital for the
        Period from March 1, 1999 (commencement of operations)
                   to           June           30,           1999
     (Unaudited).............................. 5

     Statement of Cash Flows for the Period from March 1,
     1999 (commencement of operations) to June 30, 1999
     (Unaudited)................................................6

        Notes to Financial Statements (Unaudited)...............7-
     15

Item 2. Management's Discussion and Analysis of

Financial Condition and Results of Operations.......16-22

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

Part II. OTHER INFORMATION

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

Item 2. Change in Securities and Use of Proceeds.............  35

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


</TABLE>








<PAGE>
<TABLE>

                 PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P.
                STATEMENT OF FINANCIAL CONDITION

<CAPTION>

                                                        June 30,
                                                          1999
                                                            $
                                                        (Unaudited)
ASSETS
<S>
<C>
Equity in futures interests trading accounts:
 Cash                                                        9,64
 8,268                               Net unrealized gain on  open
 contracts                                        439,803

                   Total              Trading              Equity
10,088,071

Subscriptions     receivable                            1,354,199
Interest receivable (DWR and Carr)                    30,462
      Total Assets                             11,472,732

LIABILITIES AND PARTNERS' CAPITAL

Liabilities

 Accrued             brokerage             fee              (DWR)
 54,972                              Accrued management fee             15,706
      Total Liabilities                                                 70,678

Partners' Capital

        Limited       Partners       (1,170,822.935        Units)
11,261,387
 General Partner (14,624.862 Units)                140,667
 Total Partners' Capital                       11,402,054
 Total Liabilities and Partners' Capital      11,472,732

NET ASSET VALUE PER UNIT                                9.62
<FN>

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




            <CAPTION>



For the
                                          Quarter Ended
                                         June 30, 1999
                                                         $
REVENUES
<S>
<C>
 Trading profit:
    Realized                                     1,028
    Net change in unrealized                  499,211

      Total Trading Results                  500,239

 Interest Income (DWR and Carr)                70,256

      Total Revenues                           570,495

EXPENSES

 Brokerage fees (DWR)                         138,751
 Management fee                                39,643

      Total Expenses                          178,394

NET INCOME                                    392,101


NET INCOME ALLOCATION

 Limited Partners                            386,624
                          General                         Partner
5,477

NET INCOME PER UNIT

     Limited    Partners                                      .42
General Partner                                     .42

<FN>


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


<PAGE>
<TABLE>
        MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P.
                    STATEMENT OF OPERATIONS
                           (Unaudited)



<CAPTION>


For the

Period from
                                        March 1, 1999
                                        (commencement
                                      of operations) to
                                         June 30, 1999
                                                         $
REVENUES
<S>
<C>
 Trading profit (loss):
    Realized                                (271,605)
    Net change in unrealized                  439,803

      Total Trading Results                   168,198

 Interest Income (DWR and Carr)                85,163

      Total Revenues                          253,361

EXPENSES

 Brokerage fees (DWR)                         164,203
 Management fee                                46,915

      Total Expenses                          211,118

NET INCOME                                      42,243


NET INCOME ALLOCATION

 Limited Partners                             41,576
                          General                         Partner
667

NET LOSS PER UNIT

                         Limited                         Partners
(.38)
                          General                         Partner
(.38)

<FN>




          The accompanying notes are an integral part
                 of these financial statements.
</TABLE>
<PAGE>
<TABLE>
         MORGAN STANLEY DEAN WITTER CHARTER GRAHAM  L.P.
           STATEMENT OF CHANGES IN PARTNERS' CAPITAL
               For the Period from March 1, 1999
                 (commencement of operations) to
                          June 30, 1999
                          (Unaudited)

<CAPTION>



                          Units of
                        Partnership Limited   General
                          Interest   Partners Partner    Total


<S>                  <C>                    <C>               <C>
<C>
Partners' Capital,
  Initial Offering    436,313.664          $4,303,136            $60,000
$4,363,136

Offering of Units     749,134.133                   6,916,675     80,000
6,996,675

Net Income             -                         41,576                  667
42,243

Partners' Capital,
 June 30, 1999     1,185,447.797           $11,261,387           $140,667
$11,402,054













<FN>





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







<PAGE>
<TABLE>
         MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P.
                    STATEMENT OF CASH FLOWS
                           (Unaudited)



<CAPTION>




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

June 30, 1999

$
CASH FLOWS FROM OPERATING ACTIVITIES
<S>
<C>
Net income                                          42,243
Noncash item included in net income:
    Net change in unrealized                    (439,803)

Increase in operating assets:
          Interest      receivable      (DWR      and       Carr)
(30,462)

Increase in operating liabilities:
    Accrued brokerage fee (DWR)                     54,972
    Accrued management fee                         15,706

Net cash used for operating activities          (357,344)

CASH FLOWS FROM FINANCING ACTIVITIES

 Initial offering                                     4,363,136
 Offering of units                              6,996,675
        Increase        in        subscriptions        receivable
(1,354,199)

Net cash provided by financing activities    10,005,612

Net                increase                in                cash
9,648,268

Balance at beginning of period                         -

Balance           at           end           of            period
9,648,268

<FN>

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

</TABLE>

<PAGE>

         MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P.

                  NOTES TO FINANCIAL STATEMENTS

                           (UNAUDITED)



The  financial statements include, in the opinion of  management,

all  adjustments necessary for a fair presentation of the results

of  operations  and  financial condition of Morgan  Stanley  Dean

Witter Charter Graham L.P. (the "Partnership").


1. Summary of Significant Accounting Policies

Organization - Morgan Stanley Dean Witter Charter Graham L.P.  is

a  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  Millburn

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.

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

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

Demeter  and DWR are wholly-owned subsidiaries of Morgan  Stanley

Dean  Witter  &  Co.  ("MSDW").  Graham Capital  Management  L.P.

("Trading Advisor"), is the trading advisor to the Partnership.

<PAGE>



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




Demeter  is  required to maintain a 1% minimum  interest  in  the

equity  of the Partnership and income (losses) are shared by  the

General  and  Limited  Partners  based  upon  their  proportional

ownership interests.



Use  of  Estimates - The preparation of financial  statements  in

conformity with generally accepted accounting principles requires

management  to  make estimates and assumptions  that  affect  the

reported  amounts  of assets and liabilities  and  disclosure  of

contingent  assets and liabilities at the date of  the  financial

statements  and  the  reported amounts of revenues  and  expenses

during  the  reporting period.  Actual results could differ  from

those estimates.



Revenue  Recognition  - Futures interests  are  open  commitments

until  settlement  date.   They are  valued  at  market  and  the

resulting  unrealized gains and losses are reflected  in  income.

Monthly, DWR pays the Partnership interest income on 100% of  its

average  daily funds held in its individual account at DWR  at  a

rate  equal  to  that  earned by DWR on its  U.S.  Treasury  bill

investments  during  such  month. In addition,  DWR  credits  the

Partnership with 100% of the interest income received  from  Carr

with respect to the Partnership's Net Assets on deposit with Carr

for the purpose of meeting margin requirements.

<PAGE>

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




For purposes of such interest payments, Net Assets do not include

monies  due  to  the Partnership on forward contracts  and  other

futures interests, but not actually received.



Net  Income  (Loss)  per  Unit - Net income  (loss)  per  Limited

Partnership  Interest ("Unit(s)") is computed using the  weighted

average number of units outstanding during the period.



Equity  in Futures Interests Trading Accounts - the Partnership's

asset "Equity in futures interests trading accounts" consists  of

cash  on deposit at DWR and Carr to be used as margin for trading

and  the  net asset or liability related to unrealized  gains  or

losses on open contracts.



Brokerage   and  Related  Transaction  Fees  and  Costs   -   The

Partnership pays a flat-rate monthly brokerage fee of 1/12 of  7%

of the Partnership's Net Assets as of the first day of each month

(a  7%  annual rate).  Such fee covers all brokerage commissions,

transaction  fees  and  costs  and  ordinary  administrative  and

offering expenses.



Operating  Expenses - The Partnership incurs a monthly management

fee  and  may incur an incentive fee as described below.  Demeter

bears all other operating expenses.



<PAGE>

         MORGAN STANELY DEAN WITTER CHARTER GRAHAM L.P.
           NOTES TO FINANCIAL STATEMENTS - (CONTINUED)


Management Fee - The Partnership pays the Trading Advisor a flat-

rate  monthly fee of 1/12 of 2% of the Net Assets managed by  the

Trading  Advisor  on  the first day of each month  (a  2%  annual

rate).



Incentive  Fee  -  The  Partnership pays the  Trading  Advisor  a

monthly  incentive  fee  equal to 20%  of  "Trading  Profits"  as

defined  in  the Partnership's Prospectus as of the end  of  each

calendar  month.   If the Trading Advisor has experienced  losses

with respect to Net Assets at the end of any calendar month,  the

Trading  Advisor  must earn back such losses before  the  Trading

Advisor is eligible for an incentive fee.



Income Taxes - No provision for income taxes has been made in the

accompanying  financial statements, as partners are  individually

responsible  for  reporting  income  or  loss  based  upon  their

respective  share of the Partnership's revenues and expenses  for

income tax purposes.



Distributions  -  Distributions, other  than  on  redemptions  of

Units,  are  made on a pro-rata basis at the sole  discretion  of

Demeter.  No distributions have been made to date.









<PAGE>

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




Continuing Offering - Units are offered at a price equal to  100%

of  the Net Asset Value per Unit at monthly closings held  as  of

the last day of each month.



Redemptions  - Limited Partners may redeem some or all  of  their

Units as of the last day of the sixth month following the closing

at  which  a person first becomes a Limited Partner.  Redemptions

may  only  be  made in whole Units, with a minimum of  100  Units

required  for  each  redemption,  unless  a  Limited  Partner  is

redeeming his entire interest in the Partnership.  Units redeemed

on or prior to the last day of the twelfth month from the date of

purchase  will be subject to a redemption charge equal to  2%  of

the  Net  Asset  Value of a Unit on the Redemption  Date.   Units

redeemed after the last day of the twelfth month and on or  prior

to  the  last  day of the twenty-fourth month from  the  date  of

purchase  will be subject to a redemption charge equal to  1%  of

the  Net  Asset  Value of a Unit on the Redemption  Date.   Units

redeemed  after the last day of the twenty-fourth month from  the

date of purchase will not be subject to a redemption charge.



Exchanges - On the last day of the first month, which occurs more

than six months after a person first becomes a Limited Partner in

the Partnership, and at the end of each month thereafter, Limited





<PAGE>

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




Partners  may transfer their investment among the Morgan  Stanley

Dean  Witter  Charter  Series (subject  to  certain  restrictions

outlined  in  the Limited Partnership Agreement)  without  paying

additional charges.



Dissolution  of the Partnership - The Partnership will  terminate

on  December 31, 2035 or at an earlier date if certain conditions

occur   as  defined  in  the  Partnership's  Limited  Partnership

Agreement.



2.  Related Party Transactions

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

interests trading accounts to meet margin requirements as needed.

DWR and Carr pay interest on these funds as described in Note  1.

The  Partnership  pays a brokerage fee to DWR also  described  in

Note 1.



3.  Financial Instruments

The  Partnership  trades futures and forward contracts,  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

<PAGE>

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


of   the  contracts.   There  are  numerous  factors  which   may

significantly  influence  the market value  of  these  contracts,

including interest rate volatility.



In  June  1998, the Financial Accounting Standards  Board  issued

Statement  of  Financial Accounting Standard  ("SFAS")  No.  133,

"Accounting  for  Derivative Instruments and Hedging  Activities"

effective  for fiscal years beginning after June 15,  1999.   The

Partnership  elected  to adopt the provisions  of  SFAS  No.  133

beginning with the quarter that ended March 31, 1999.   SFAS  No.

133  supersedes  SFAS  No. 119 and No. 105,  which  required  the

disclosure of average aggregate fair values and contract/notional

values, respectively, of derivative financial instruments for  an

entity  which carries its assets at fair value.  The  application

of  SFAS  No.  133  does  not have a significant  effect  on  the

Partnership's financial statements.


The  net  unrealized  gain on open contracts  is  reported  as  a

component  of  "Equity in futures interests trading accounts"  on

the Statement of Financial Condition and totaled $439,803 at June

30, 1999.



Of the $439,803 net unrealized gain on open contracts at June 30,

1999,  $414,822 related to exchange-traded futures contracts  and

$24,981   related   to   off-exchange-traded   forward   currency

contracts.

<PAGE>

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




Exchange-traded futures contracts held by the Partnership at June

30,   1999  mature  through  December  2000.  Off-exchange-traded

forward  currency contracts held by the Partnership at  June  30,

1999 mature through September 1999.



The  Partnership  is subject to the 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.  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 all of the Partnership's 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 on all open futures contracts, which  funds,  in

the aggregate, totaled $10,063,090 at June 30, 1999.





<PAGE>

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




With  respect  to  the Partnership's off-exchange-traded  forward

currency  contracts, there are no daily settlements of variations

in value nor is there any requirement that an amount equal to the

net  unrealized  gain  on open forward contracts  be  segregated.

With   respect  to  those  off-exchange-traded  forward  currency

contracts, the Partnership is at risk to the ability of Carr, the

sole  counterparty on all of such contracts, to  perform.  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 -  Assets of the Partnership are deposited with DWR  as

non-clearing  broker  and  Carr as clearing  broker  in  separate

futures interest trading accounts. Such assets are held in either

non-interest bearing bank accounts or in securities  approved  by

the  CFTC  for  investment of customer funds.  The  Partnership's

assets held by DWR and Carr may be used as margin solely for  the

Partnership's trading.  Since the Partnership's sole  purpose  is

to   trade  in  futures  interests,  it  is  expected  that   the

Partnership  will continue to own such liquid assets  for  margin

purposes.



The  Partnership's investment in futures interests may, from time

to time, be illiquid.  Most United States futures exchanges limit

fluctuations in certain futures interest prices during  a  single

day  by  regulations  referred to as  "daily  price  fluctuations

limits" or "daily limits".  Pursuant to such regulations,  during

a  single trading day no trades may be executed at prices  beyond

the  daily limit.  If the price for a particular futures interest

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

positions  in  such  futures interest can neither  be  taken  nor

liquidated  unless  traders are willing to effect  trades  at  or

within  the  limit.   Futures interests prices have  occasionally

moved the daily limit for several consecutive days with little or

no trading.  Such market conditions could prevent the Partnership

from  promptly  liquidating its futures interests and  result  in

restrictions on redemptions.



<PAGE>

There  is  no limitation on daily price moves in trading  forward

contracts  on  foreign  currency.  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  from  promptly  liquidating  unfavorable  positions,

subjecting  it  to substantial losses.  Either  of  these  market

conditions could result in restrictions on redemptions.



Capital  Resources. The Partnership does not have,  nor  does  it

expect   to   have,  any  capital  assets.   Future  redemptions,

exchanges and sales of additional Units will affect the amount of

funds available for investment in futures interests in subsequent

periods.   Since they are at the discretion of Limited  Partners,

it  is  not  possible to estimate the amount and  therefore,  the

impact  of  future redemptions, exchanges or sales of  additional

Units.



Results of Operations

For the Quarter and Four Months Ended June 30, 1999

For  the  quarter  ended June 30, 1999, the Partnership  recorded

total trading revenues including interest income of $570,495  and

posted  an  increase  in  Net Asset  Value  per  Unit.  The  most

significant gains were recorded during June from short  positions

in  European  interest  rate futures as prices  declined  due  to

dampened  sentiment  regarding the European  Monetary  Union  and

fears of an interest rate hike in the U.S.  Additional gains were

recorded from short positions in U.S. interest rate futures as





<PAGE>

domestic  bond prices declined during May and June due  primarily

to  fears  of  a tighter Federal Reserve monetary policy  and  an

interest  rate  hike  in  the  U.S.  In  energies,  profits  were

recorded  from long positions in crude oil futures as oil  prices

climbed  higher during April and June amid declining  inventories

and  growing  global demand.  Additional gains were  recorded  in

this market complex from long positions in natural gas futures as

prices moved higher during April as storage reports showed supply

stocks  within  market  expectations.   In  global  stock   index

futures, profits were recorded during June from long positions in

Nikkei  Index futures as Japanese equity prices rose in  response

to  encouraging economic data out of Japan.  Smaller  gains  were

recorded  from  short  cocoa futures positions  as  cocoa  prices

declined to a 5 1/2-year low during April in reaction to reports  of

a  supply surplus, declining demand and a promising West  African

crop.  In currencies, gains from short positions in the euro  and

Swiss franc, as the value of these currencies declined throughout

the  quarter, more than offset losses recorded during  June  from

short  positions  in  the South African rand  and  Japanese  yen.

These gains were partially offset by losses incurred during  late

May  and  early  June  in  livestock from  short  cattle  futures

positions  as  prices  increased on firm boxed  beef  prices  and

stronger-than-expected demand.  Smaller losses experienced in the

metals  markets  during  May from long positions  in  base  metal

futures,  as  prices reversed lower amid large supplies  and  low

demand, more than offset profits recorded from short positions in

gold futures, as gold prices plummeted during May and June in



<PAGE>

anticipation  of  the  British  Treasury's  July  auction.  Total

expenses  for the three months ended June 30, 1999 were $178,394,

resulting  in  net  income of $392,101.   The  value  of  a  Unit

increased from $9.20 at March 31, 1999 to $9.62 at June 30, 1999.



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

June  30,  1999, the Partnership recorded total trading  revenues

including interest income of $253,361 and, after expenses, posted

a  decrease in Net Asset Value per Unit. The most significant net

trading  losses  were recorded during March in  the  agricultural

markets from short corn futures positions as prices moved  higher

in  a  technical and seasonally driven rally, as well as  from  a

lack   of  heavy  producer  selling.   In  metals,  losses   were

experienced from long positions in base metal futures  as  prices

reversed lower during May amid abundant supplies and weak demand.

Losses were also incurred from short cattle futures positions  as

prices  increased during late May and early June  on  firm  boxed

beef  prices  and stronger-than-expected demand.  In  currencies,

losses were recorded from short positions in the Japanese yen  as

the  value of the yen strengthened versus the U.S. dollar  during

mid-June  on  optimism regarding the Japanese  economy.   Smaller

currency  losses  were  incurred from short  South  African  rand

positions  as the value of the rand also strengthened versus  the

dollar  during  June  as  nervousness  about  the  South  African

election assuaged.  These losses were mitigated by gains recorded

from  short positions in European interest rate futures as prices

declined  during  June  due to dampened sentiment  regarding  the

European Monetary Union and fears of an interest rate hike in the

<PAGE>

U.S.  Additional gains were recorded from short positions in U.S.

interest rate futures as domestic bond prices declined during May

and  June  due  primarily to fears of a tighter  Federal  Reserve

monetary  policy  and  an interest rate  hike  in  the  U.S.   In

energies, profits were recorded from long positions in crude  oil

futures  as oil prices climbed higher during April and June  amid

declining  inventories and growing global demand.  Smaller  gains

were  recorded  during June from long positions in  Nikkei  Index

futures as Japanese equity prices rose in response to encouraging

economic  data out of Japan.  Total expenses for the period  from

March 1, 1999 (commencement of operations) to June 30, 1999  were

$211,118,  resulting in net income of $42,243.  The  value  of  a

Unit  decreased  from  $10.00 at March 1, 1999  (commencement  of

operations) to $9.62 at June 30, 1999.



Year  2000 Problem.  Commodity pools, like financial and business

organizations  and individuals around the world,  depend  on  the

smooth functioning of computer systems.  Many computer systems in

use  today cannot recognize the computer code for the year  2000,

but revert to 1900 or some other date.  This is commonly known as

the  "Year  2000  Problem". The Partnership  could  be  adversely

affected  if computer systems used by it or any third party  with

whom  it has a material relationship do not properly process  and

calculate date-related information and data concerning  dates  on

or  after January 1, 2000.  Such a failure could adversely affect

the  handling or determination of futures trades and  prices  and

other services.



<PAGE>

MSDW  began its planning for the Year 2000 Problem in  1995,  and

currently  has several hundred employees working on  the  matter.

It  has developed its own Year 2000 compliance plan to deal  with

the  problem and had the plan approved by the company's executive

management,   Board  of  Directors  and  Information   Technology

Department. Demeter is coordinating with MSDW to address the Year

2000  Problem  with  respect to Demeter's computer  systems  that

affect  the  Partnership.  This includes  hardware  and  software

upgrades, systems consulting and computer maintenance.



Beyond  the  challenge  facing  internal  computer  systems,  the

systems  failure  of  any  of the third  parties  with  whom  the

Partnership  has a material relationship - the futures  exchanges

and  clearing organizations through which it trades, Carr, or the

Trading  Advisor - could result in a material financial  risk  to

the  Partnership.  All  U.S. futures  exchanges  are  subject  to

monitoring  by the CFTC of their Year 2000 preparedness  and  the

major  foreign futures exchanges are also expected to be  subject

to market-wide testing of their Year 2000 compliance during 1999.

Demeter  intends to monitor the progress of Carr and the  Trading

Advisor throughout 1999 in their Year 2000 compliance and,  where

applicable,  to  test its external interface with  Carr  and  the

Trading Advisor.



A  worst case scenario would be one in which trading of contracts

on  behalf  of the Partnership becomes impossible as a result  of

the  Year 2000 problem encountered by any third parties.  A  less

catastrophic but more likely scenario would be one in which

<PAGE>

trading  opportunities diminish as a result of technical problems

resulting  in  illiquidity  and  fewer  opportunities   to   make

profitable trades. MSDW has begun developing various "contingency

plans" in the event that the systems of such third parties  fail.

Demeter  intends  to  consult closely with MSDW  in  implementing

those  plans.  Despite the best efforts of both Demeter and MSDW,

however,  it is possible that these steps will not be  sufficient

to avoid any adverse impact to the Partnership.


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

countries  in  the  European Union established  fixed  conversion

rates on their existing sovereign currencies and converted  to  a

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

transition  period,  the sovereign currencies  will  continue  to

exist  but  only as a fixed denomination of the euro.  Conversion

to  the euro prevents the Trading Advisor from trading in certain

currencies  and thereby limits its ability to take  advantage  of

potential market opportunities that might otherwise have  existed

had  separate  currencies been available  to  trade.  This  could

adversely affect the performance results of the Partnership.



Item  3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES  ABOUT  MARKET
RISK

Introduction

The  Partnership  is a commodity pool engaged  primarily  in  the

speculative  trading of futures interests.  The market  sensitive

instruments  held  by  the Partnership are  acquired  solely  for

speculative   trading  purposes  and,  as  a   result,   all   or

substantially all of the Partnership's assets are subject to the

<PAGE>

risk  of trading loss.  Unlike an operating company, the risk  of

market sensitive instruments is integral, not incidental, to  the

Partnership's primary business activities.



The  futures interests traded by the Partnership involve  varying

degrees  of  related  market risk.  Such  market  risk  is  often

dependent  upon  changes in the level or volatility  of  interest

rates,   exchange  rates,  and/or  market  values  of   financial

instruments and commodities.  Fluctuations in related market risk

based upon the aforementioned 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 effects  among

the Partnership's existing open positions, the volatility present

within  the  market(s), and the liquidity of the  market(s).   At

varying  times,  each of these factors may act to  exacerbate  or

mute the market risk associated with the Partnership.



The  Partnership's past performance is not necessarily indicative

of   its   future   results.  Any  attempt  at  quantifying   the

Partnership's  market  risk  must be qualified  by  the  inherent

uncertainty  of its speculative trading, which may  cause  future

losses and volatility (i.e. "risk of ruin") far in excess of  the

Partnership's experience to date and/or any reasonable





<PAGE>

expectation premised upon historical changes in the fair value of

its market sensitive instruments.


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 on the basis of mark-

to-market accounting principles.  As such, any loss in the fair

value  of  the Partnership's open positions is directly reflected

in  the  Partnership's earnings, whether realized or  unrealized,

and  the  Partnership's cash flow, as profits and losses on  open

positions of exchange-traded futures interests are settled  daily

through variation margin.



The  Partnership's  risk exposure in the various  market  sectors

traded  by  the Trading Advisor is estimated below  in  terms  of

Value  at Risk ("VaR"). The VaR model employed by the Partnership

incorporates numerous variables that could impact the fair  value

of   the   Partnership's  trading  portfolio.   The   Partnership

estimates VaR using a model based on historical simulation with a

<PAGE>

confidence   level   of  99%.   Historical  simulation   involves

constructing  a  distribution of hypothetical  daily  changes  in

trading  portfolio  value.  The VaR model  generally  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, as well

as   correlation   that  exists  among  these   variables.    The

hypothetical  changes  in  portfolio value  are  based  on  daily

observed percentage changes in key market indices or other market

factors  ("market  risk  factors")  to  which  the  portfolio  is

sensitive.   In the case of the Partnership's VaR, the historical

observation period is approximately four years. The Partnership's

one-day  99% VaR corresponds to the negative change in  portfolio

value  that,  based on observed market risk factor  moves,  would

have been exceeded once in 100 trading days.



VaR models such as the Partnership's are continually evolving  as

trading  portfolios  become more diverse and modeling  techniques

and systems capabilities improve.  It must also be noted that the

VaR  model is used to 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





<PAGE>

by market category as of June 30, 1999.  As of June 30, 1999, the

Partnership's total capitalization was approximately $11 million.

      Primary Market             June 30, 1999
     Risk Category              Value at Risk

     Interest Rate                  (3.74)%

     Currency                       (2.76)

     Equity                         (0.25)

      Commodity                          (0.84)

      Aggregate Value at Risk       (4.71)%


Aggregate  value  at  risk represents the aggregate  VaR  of  the

Partnership's open positions and not the sum of the  VaR  of  the

individual categories listed above.  Aggregate VaR will be  lower

as  it  takes into account correlation among different  positions

and categories.


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

positions   at  June  30,  1999  only  and  is  not   necessarily

representative  of  either the historic  or  future  risk  of  an

investment in the Partnership. As the Partnership's sole business

is  the  speculative trading of primarily futures interests,  the

composition  of  its  portfolio  of  open  positions  can  change

significantly over any given time period or even within a  single

trading  day.   Such changes in open positions  could  materially

impact  market  risk  as  measured by VaR  either  positively  or

negatively.


The table below supplements the quarter-end VaR by presenting the

Partnership's high, low and average VaR as a percentage of total


<PAGE>
Net  Assets for the two quarterly reporting periods at March  31,

1999 and at June 30, 1999.

Primary Market Risk Category       High      Low       Average

Interest Rate                     (3.74)%    (1.08)%    (2.41)%

Currency                          (2.76)     (1.27)     (2.02)

Equity                            (0.27)     (0.25)     (0.26)

Commodity                         (0.84)     (0.67)     (0.76)

Aggregate Value at Risk           (4.71)%    (1.83)%    (3.27)%


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, as such margin requirements generally range between

2%  and 15% of contract face value.  Additionally, due to the use

of leverage, the face value of the market sector instruments held

by   the   Partnership  is  typically  many   times   the   total

capitalization  of the Partnership.  The financial  magnitude  of

the  Partnership's open positions thus creates a "risk  of  ruin"

not  typically found in other investment vehicles.   Due  to  the

relative  size  of the positions held, certain market  conditions

may  cause  the Partnership to incur losses greatly in excess  of

VaR within a short period of time.  The foregoing VaR tables,  as

well  as  the  past  performance of  the  Partnership,  gives  no

indication of such "risk of ruin". In addition, VaR risk measures

should  be interpreted in light of the methodology's limitations,

which  include the following: past changes in market risk factors

will  not  always yield accurate predictions of the distributions

and correlations of future market movements; changes in portfolio



<PAGE>

value  in  response  to  market movements  may  differ  from  the

responses implicit in a VaR model; published VaR results  reflect

past  trading  positions  while future  risk  depends  on  future

positions;  VaR  using  a  one-day time horizon  does  not  fully

capture the market risk of positions that cannot be liquidated or

hedged within one day; and the historical market risk factor data

used  for  VaR  estimation may provide only limited insight  into

losses  that  could  be  incurred under  certain  unusual  market

movements.



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

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

aggregate  basis  at June 30, 1999 and for the  end  of  the  two

quarterly  reporting periods at March 31, 1999 and  at  June  30,

1999.  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 and monitor risk  and  there

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

particular day will not exceed the VaR amounts indicated 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.  However, such balances, as  well

as  any  market  risk  they may represent, are  immaterial.   The

Partnership  also maintains a substantial portion  (approximately

67%) of its available assets in cash at DWR.  A decline in short-

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

<PAGE>

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  the

potential  losses caused by such movements, taking  into  account

the   leverage,  optionality  and  multiplier  features  of   the

Partnership's market sensitive instruments.



Qualitative Disclosures Regarding Primary Trading Risk Exposures

The following qualitative disclosures regarding the Partnership's

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

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

the  Partnership  manages  its primary market  risk  exposures  -

constitute  forward-looking  statements  within  the  meaning  of

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

Securities  Exchange Act.  The Partnership's primary market  risk

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

Demeter  and the Trading Advisor for managing such exposures  are

subject  to numerous uncertainties, contingencies and risks,  any

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

risk  controls to differ materially from the objectives  of  such

strategies.   Government  interventions,  defaults   and   expro-

priations,   illiquid   markets,  the   emergence   of   dominant

fundamental  factors, political upheavals, changes in  historical

price  relationships,  an  influx  of  new  market  participants,

increased  regulation  and many other  factors  could  result  in

material losses as well as in material changes to the risk

<PAGE>

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 June 30, 1999, by market sector.   It  may  be

anticipated  however,  that  these  market  exposures  will  vary

materially over time.

      Interest Rate. The primary market exposure in the  Partner-

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

the  U.S.,  British, Australian, Japanese and  European  interest

rate  sectors.  Interest rate movements directly affect the price

of  the  sovereign bond futures positions held by the Partnership

and  indirectly affect the value of its stock index and  currency

positions.   Interest rate movements in one country  as  well  as

relative  interest  rate movements between  countries  materially

impact   the   Partnership's  profitability.   The  Partnership's

primary  interest  rate exposure is generally  to  interest  rate

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

However,  the  Partnership also takes futures  positions  in  the

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

anticipates  that G-7 and Australian interest rates  will  remain

the  primary  interest rate exposure of the Partnership  for  the

foreseeable  future.  The changes in interest rates,  which  have

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

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

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

<PAGE>

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.

      Currency.  The second largest market exposure at  June  30,

1999  was  in  the currency complex.  The Partnership's  currency

exposure is to exchange rate fluctuations, primarily fluctuations

which   disrupt  the  historical  pricing  relationships  between

different  currencies and currency pairs.  Interest rate  changes

as  well  as political and general economic conditions  influence

these fluctuations.  The Partnership trades in a large number  of

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

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

1999, 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 the major and minor currencies).  Demeter does

not  anticipate  that  the  risk  profile  of  the  Partnership's

currency  sector  will change significantly in the  future.   The

currency  trading  VaR  figure includes  foreign  margin  amounts

converted  into  U.S. dollars with an incremental  adjustment  to

reflect  the  exchange  rate risk inherent  to  the  dollar-based

Partnership in expressing Value at Risk in a functional  currency

other than dollars.

      Equity. The primary equity exposure is to 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

June 30, 1999, the Partnership's primary exposures were in the

<PAGE>

Nikkei   (Japan)  and  CAC  40  (France)  stock   indices.    The

Partnership  is  primarily exposed to the risk of  adverse  price

trends  or  static  markets in the U.S.,  European  and  Japanese

indices.   (Static markets would not cause major  market  changes

but  would  make it difficult for the Partnership to avoid  being

"whipsawed" into numerous small losses).

     Commodity.

     Metals.    The Partnership's 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

aluminum,  copper and nickel, the principal market  exposures  of

the  Partnership  are  expected to  be  in  precious  metals.  In

general,  gold trading has been increasingly limited due  to  the

long-lasting and mainly non-volatile decline in the price of gold

over  the  last 10-15 years.  Demeter anticipates that gold  will

remain the primary metals market exposure for the Partnership.

     Energy.  On June 30, 1999, the Partnership's energy exposure

was  shared  by  futures contracts in the  oil  and  natural  gas

markets.   Price movements in these markets result from political

developments  in  the  Middle East, weather patterns,  and  other

economic  fundamentals.  As oil prices have  broken  out  of  low

price  ranges  achieved in 1998, it is possible  that  volatility

will  increase as well.  Significant profits and losses have been

and  are  expected to continue to be experienced in this  market.

Natural gas, also a primary energy market exposure, has exhibited

more  volatility than the oil markets on an intra-day  and  daily

<PAGE>

basis and is expected to continue in this choppy pattern.

     Soft  Commodities and Agriculturals. On June 30,  1999,  the

Partnership  had a reasonable amount of exposure in  the  markets

that comprise these sectors.  Most of the exposure, however,  was

in   the   livestock  and  cotton  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 June 30, 1999:



Foreign  Currency  Balances.  The Partnership's  primary  foreign

currency  balances are in euros, Canadian dollars, Mexican  pesos

and  Swiss francs.  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  means  by  which  the Partnership and the  Trading  Advisor,

severally,  attempt to manage the risk of the Partnership's  open

positions  are  essentially the same  in  all  market  categories

traded.  Demeter  attempts  to manage  the  Partnership's  market

exposure  by  (i)  diversifying the  Partnership's  assets  among

different  market  sectors  and  trading  approaches,  and  (ii),

monitoring the performance of the Trading Advisor on a daily



<PAGE>

basis.   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   instruments,  cash,  which  is  the  only   Partnership

investment directed by Demeter, rather than the Trading Advisor.









































<PAGE>

                   PART II.  OTHER INFORMATION


Item 1.  LEGAL PROCEEDINGS

The  following supplements Legal Proceedings previously disclosed

in the Partnership's March 31, 1999 Form 10-Q:



With   respect   to  the  plaintiff's  consolidated   action   in

California, on July 1, 1999, the Superior Court of the  State  of

California, ruling from the bench, denied the plaintiffs'  motion

to have their lawsuit certified as a class action, stating, among

other  things,  that plaintiffs' lawsuit did not  present  common

questions of fact.



Item 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

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

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

November  6,  1998  (SEC  File Number 333-60115).   The  managing

underwriter is DWR.



Through  June  30, 1999, 1,170,822.935 Units were  sold,  leaving

1,829,177.065  Units unsold as of June 30, 1999.   The  aggregate

price of the Units sold through June 30, 1999 was $11,219,811.



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

proceeds of the offering have been applied to the working capital

of  the  Partnership for use in accordance with  the  "Investment

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

prospectus included as part of the Registration Statement.





<PAGE>







Item 6.   Exhibits and Reports on Form 8-K

(A)       Exhibits - None.

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










































<PAGE>






                           SIGNATURE



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


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

                            By: Demeter Management Corporation
                               (General Partner)

August 13, 1999             By:  /s/ Lewis A. Raibley, III
                                     Lewis A. Raibley, III
                                     Director and Chief Financial
                                      Officer




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