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

	FORM 10-Q


[X]	Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended March 31, 2001 or

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


Commission File No. 0-25603

	MORGAN STANLEY 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

	March 31, 2001

<CAPTION>

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

		Statements of Financial Condition at March 31, 2001
 		(Unaudited) and December 31, 2000..........................2

		Statements of Operations for the Quarters Ended
		March 31, 2001 and 2000 (Unaudited)........................3

		Statements of Changes in Partners' Capital for the
		Quarters Ended March 31, 2001 and 2000
		(Unaudited)................................................4

		Statements of Cash Flows for the Quarters Ended
		March 31, 2001 and 2000 (Unaudited) .......................5

		Notes to Financial Statements (Unaudited)...............6-11

Item 2.	Management's Discussion and Analysis of
			Financial Condition and Results of Operations...... 12-17

Item 3.	Quantitative and Qualitative Disclosures about
			Market Risk.........................................17-29

Part II. OTHER INFORMATION

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

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

Item 6.	Exhibits and Reports on Form 8-K....................31-32









</TABLE>


<PAGE>
<TABLE>

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P.
	STATEMENTS OF FINANCIAL CONDITION
<CAPTION>

	  March 31,	   December 31,
                                                                                          2001       	    2000
                                                                                              $	   $
	(Unaudited)
ASSETS
<S> 	<C>	<C>
Equity in futures interests trading accounts:
	Cash	30,414,496 	  26,570,361

	Net unrealized gain on open contracts (MS&Co.)	3,185,456	3,586,880
	Net unrealized gain (loss) on open contracts (MSIL)	24,401	(160,517)
	Net unrealized loss on open contracts (Carr)                                         -     		     (10,863)

	Total net unrealized gain on open contracts	   3,209,857	    3,415,500

	     Total Trading Equity	33,624,353	29,985,861

Subscriptions receivable	717,747	252,518
Interest receivable (Morgan Stanley DW)	      136,915	     142,031

	     Total Assets	34,479,015   	    30,380,410


LIABILITIES AND PARTNERS' CAPITAL

Liabilities
	Accrued incentive fees 	606,805	860,827
	Redemptions payable	212,233	556,261
	Accrued brokerage fees (Morgan Stanley DW)	177,115	149,461
	Accrued management fees	       50,605	      42,703

	     Total Liabilities	   1,046,758	   1,609,252

Partners' Capital
	Limited Partners (2,397,611.958 and
	  2,265,759.190 Units, respectively)	33,064,295	 28,446,182
	General Partner (26,682.279 and
        25,884.600 Units, respectively)	      367,962	     324,976

	Total Partners' Capital	   33,432,257	 28,771,158

	Total Liabilities and Partners' Capital	   34,479,015   	   30,380,410

NET ASSET VALUE PER UNIT	             13.79	          12.55
<FN>

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

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


<CAPTION>


	     For the Quarters Ended March 31,

	      2001   	   2000
	    $	   $
REVENUES
<S>			<C>	<C>
	Trading profit (loss):
		Realized	4,032,864	288,062
		Net change in unrealized	    (205,643)	    93,041

			Total Trading Results 	3,827,221	381,103

	Interest Income (Morgan Stanley DW)	      409,042	   264,600

			Total  	    4,236,263	   645,703


EXPENSES

	Incentive fees	632,043	89,338
	Brokerage fees (Morgan Stanley DW)	511,471	373,422
	Management fees	     146,135	     106,692

			Total 	   1,289,649	     569,452


NET INCOME 	  2,946,614	       76,251


NET INCOME ALLOCATION

	Limited Partners	2,914,628	75,302
	General Partner	31,986	949


NET INCOME PER UNIT

	Limited Partners	1.24	.04
	General Partner	1.24	.04

<FN>


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


<PAGE>
<TABLE>
MORGAN STANLEY DEAN WITTER CHARTER GRAHAM  L.P.
	STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
	For the Quarters Ended March 31, 2001 and 2000
	(Unaudited)

<CAPTION>


	   Units of
	   Partnership	Limited	General
	   Interest   	Partners	Partner	Total

<S>	<C>	<C>	<C>	<C>
Partners' Capital,
  December 31, 1999                                  2,007,335.985		$20,424,608	$236,504	$20,661,112

Offering of Units                                             380,386.281	 3,909,916	30,000	3,939,916

Net Income	-        	   75,302	949	 76,251

Redemptions                        (210,422.600)	    (2,180,300)	                   -             (2,180,300)

Partners' Capital,
	March 31, 2000                                        2,177,299.666      	 $22,229,526	  $267,453 	$22,496,979




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

Offering of Units	193,077.648	2,473,416	              11,000           2,484,416

Net Income                                                               -		2,914,628             	 31,986           2,946,614

Redemptions                    (60,427.201)	    (769,931)	                     -     	      (769,931)

Partners' Capital,
	March 31, 2001                                        2,424,294.237     	 $33,064,295	            $367,962     $33,432,257






<FN>







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

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



294:
                                                    	             For the Quarters Ended March 31,

	      2001     	       2000
	$	    $


CASH FLOWS FROM OPERATING ACTIVITIES
<S>			<C>	<C>
Net income   	2,946,614	76,251
Noncash item included in net income:
		Net change in unrealized	205,643	 (93,041)

(Increase) decrease in operating assets:
		Interest receivable (Morgan Stanley DW)	5,116	(13,275)

Increase (decrease) in operating liabilities:
		Accrued incentive fees                                                          	(254,022)                            -
		Accrued brokerage fees (Morgan Stanley DW)	27,654	19,384
		Accrued management fees        	      7,902	     5,538

Net cash provided by (used for) operating activities	  2,938,907	     (5,143)


CASH FLOWS FROM FINANCING ACTIVITIES

	Offering of Units	2,484,416	3,939,916
	Redemptions of Units	   (769,931)              	  (2,180,300)
 	Increase in subscriptions receivable	(465,229)    	   (1,313,592)
	Increase (decrease) in redemptions payable   	   (344,028)	    1,325,431

Net cash provided by financing activities	     905,228	    1,771,455

Net increase in cash	3,844,135	1,766,312

Balance at beginning of period	   26,570,361	_19,067,800

Balance at end of period	  30,414,496	  20,834,112



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

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

The general partner is Demeter Management Corporation ("Demeter").
The non-clearing commodity broker is Morgan Stanley DW Inc.
("Morgan Stanley DW"). Dean Witter Reynolds Inc. changed its name
to Morgan Stanley DW Inc., effective April 2, 2001.  The clearing
<PAGE>
  		MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)


commodity brokers are Morgan Stanley & Co., Inc. ("MS & Co.") and
Morgan Stanley & Co. International Limited ("MSIL").  Prior to
November 2000, Carr Futures Inc. ("Carr") provided clearing and
execution services.  Demeter, Morgan Stanley DW, MS & Co. and MSIL
are wholly-owned subsidiaries of Morgan Stanley Dean Witter & Co.
Graham Capital Management L.P. (the "Trading Advisor"), is the
trading advisor to the Partnership.

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

3.  Financial Instruments
The Partnership trades futures, forward and options 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


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


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

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

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

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


The net unrealized gain on open contracts is reported as a
component of "Equity in futures interests trading accounts" on the
statements of financial condition and totaled $3,209,857 and
$3,415,500 at March 31, 2001 and December 31, 2000, respectively.

Of the $3,209,857 net unrealized gain on open contracts at March
31, 2001, $2,923,487 related to exchange-traded futures contracts
and $286,370 related to off-exchange-traded forward currency
contracts.

Of the $3,415,500 net unrealized gain on open contracts at
December 31, 2000, $3,043,579 related to exchange-traded futures
contracts and $371,921 related to off-exchange-traded forward
currency contracts.

Exchange-traded futures contracts held by the Partnership at March
31, 2001 and December 31, 2000 mature through September 2002 and
June 2002, respectively. Off-exchange-traded forward currency
contracts held by the Partnership at March 31, 2001 and December
31, 2000 mature through June 2001 and March 2001, respectively.

The Partnership has credit risk associated with counterparty non-

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

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
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
gain on all open futures and futures-styled options contracts,
which funds, in the aggregate, totaled $33,337,983 and $29,613,940
at March 31, 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 gain on open forward contracts be segregated.  With
<PAGE>
MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P.
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)

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 and subjecting it to
substantial losses.  Either of these market conditions could
result in restrictions on redemptions.

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

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


<PAGE>
Results of Operations
General.  The Partnership's results depend on its Trading Advisor
and the ability of the Trading Advisor's trading programs to take
advantage of price movements or other profit opportunities in the
futures, forwards and options markets.  The following presents a
summary of the Partnership's operations for the quarters ended
March 31, 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 Ended March 31, 2001
For the quarter ended March 31, 2001, the Partnership recorded
total trading revenues, including interest income, of $4,236,263
and posted an increase in net asset value per Unit.  The most
significant gains of approximately 8.4% were recorded in the
global interest rate futures markets primarily from long
positions in Japanese government bond futures as prices moved
higher during January and February amid weak Japanese stock

<PAGE>
prices and disappointing economic data in that country.  Profits
were also recorded from long positions in U.S. and European
interest rate futures as prices rose throughout a majority of the
quarter amid a rattled stock market, shaky consumer confidence,
positive inflation data and the anticipation of additional
interest rate cuts by the U.S. Federal Reserve.  In soft
commodities, gains of approximately 2.4% were recorded throughout
the quarter from short cotton futures positions as prices moved
lower on weak export sales and low demand.  Additional gains of
approximately 2.2% were recorded throughout a majority of the
quarter in the currency markets primarily from short positions in
the Japanese yen as the value of the yen weakened relative to the
U.S. dollar on concerns for the Japanese economy and in both
anticipation and reaction to the Bank of Japan's decision to
reinstate its zero interest rate policy.  Smaller currency gains
were recorded during March from short positions in the Korean won
as its value declined relative to the U.S. dollar on concerns for
that country's economy.  A portion of overall Partnership gains
for the quarter was offset by losses of approximately 1.9%
recorded primarily during January in the energy markets from long
positions in natural gas futures as prices reversed their sharp
upward trend amid bearish inventory data and forecasts for warmer
weather in key consumption areas.  Total expenses for the three
months ended March 31, 2001 were $1,289,649, resulting in net
income of $2,946,614.  The net asset value of a Unit increased
from $12.55 at December 31, 2000 to $13.79 at March 31, 2001.
<PAGE>
For the Quarter Ended March 31, 2000
For the quarter ended March 31, 2000 the Partnership recorded
total trading revenues, including interest income, of $645,703
and posted an increase in net asset value per Unit. The most
significant gains of approximately 3.8% were recorded primarily
during January in the currency markets from short positions in
the euro and the Swiss franc as the value of these currencies
weakened versus the U.S. dollar hurt by skepticism about Europe's
economic outlook and lack of public support for the economy from
European officials.  In the energy markets, gains of
approximately 1.8% were recorded during January and March from
long crude oil futures positions as prices increased on concerns
about future output levels from the world's leading producer
countries amid dwindling stockpiles and increasing demand.  In
the agricultural markets, gains of approximately 1.4% were
recorded from long positions in corn futures as prices climbed
higher on fears of summer droughts in U.S. growing regions.
These gains were partially offset by losses of approximately 2.3%
recorded during February primarily in the global interest rate
futures markets from short positions in short- to mid-term U.S.
Treasury note futures as prices rose later in the month as the
U.S. stock markets fluctuated and investors shifted assets into
two-year and five-year Treasury notes from stocks and 30-year
bonds.  Trading in European interest rate futures, particularly
short positions in British and German bond futures, also resulted
in losses as prices increased on the heels of higher U.S. bond
<PAGE>
prices.  In the metals markets, losses of approximately 1.5% were
experienced primarily from long aluminum and copper futures
positions as prices reversed lower earlier in February due
primarily to technically based selling.  Aluminum and copper
prices dipped lower later in February led downward by falling
prices of other base metals, thus resulting in losses for long
positions.  In soft commodities, losses of approximately 0.6%
were incurred from long cotton futures positions as prices
declined amid short-covering by speculators and expectations for
increased new-crop plantings.  Total expenses for the three
months ended March 31, 2000 were $569,452, resulting in net
income of $76,251.  The net asset value of a Unit increased from
$10.29 at December 31, 1999 to $10.33 at March 31, 2000.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Introduction
The Partnership is a commodity pool involved 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.


<PAGE>
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.

The Partnership's past performance is not necessarily indicative
of its future results. Any attempt to numerically quantify the
Partnership's market risk is limited by the uncertainty of its
speculative trading.  The Partnership's speculative trading may
cause future losses and volatility (i.e. "risk of ruin") that far
exceed the Partnership's experience to date or any reasonable
expectation based upon historical changes in market value.

Quantifying the Partnership's Trading Value at Risk

The following quantitative disclosures regarding the Partnership's
<PAGE>
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.

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
<PAGE>
interest rate risk.  Market risks that are incorporated in the
VaR model include equity and commodity prices, interest rates,
foreign exchange rates, and correlation among these variables.
The hypothetical changes in portfolio value are based on daily
percentage changes observed in key market indices or other market
factors ("market risk factors") to which the portfolio is
sensitive. The historical observation period of the Partnership's
VaR is approximately four years. The one-day 99% confidence level
of the Partnership's VaR corresponds to the negative change in
portfolio value that, based on observed market risk factors,
would have been exceeded once in 100 trading days. VaR models,
including the Partnership's, are continuously evolving as trading
portfolios become more diverse and modeling techniques and
systems capabilities improve.  Please note that the VaR model is
used to numerically quantify market risk for historic reporting
purposes only and is not utilized by either Demeter or the
Trading Advisor in their daily risk management activities.

The Partnership's Value at Risk in Different Market Sectors
The following table indicates the VaR associated with the
Partnership's open positions as a percentage of total net assets
by primary market category at March 31, 2001 and 2000. At March
31, 2001 and 2000, the Partnership's total capitalization was
approximately $33 million and $22 million, respectively.


<PAGE>
  	Primary Market         March 31, 2001	       March 31, 2000
     Risk Category	        Value at Risk	    Value at Risk

     Interest Rate            (2.16)%	          	   (1.11)%
Currency				(1.01)			   (2.33)
Equity			   	(0.43) 			   (0.73)
Commodity 			(1.16) 	 		   (1.33)
    	Aggregate Value at Risk	(2.45)% 			   (3.14)%

Aggregate Value at Risk represents the aggregate VaR of all the
Partnership's open positions and not the sum of the VaR of the
individual market categories listed above.  Aggregate VaR will be
lower as it takes into account correlation among different
positions and categories.

The table above represents the VaR of the Partnership's open
positions at March 31, 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.




<PAGE>
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 April 1,
2000 through March 31, 2001.

Primary Market Risk Category		 High	 Low		Average

Interest Rate					(2.77)%	(0.96)%	(1.95)%

Currency						(2.18)	(0.64)	(1.27)

Equity		 				(1.21)	(0.40)	(0.61)

Commodity						(1.59)	(0.90)	(1.25)

Aggregate Value at Risk		  	(3.30)%	(1.93)%	(2.61)%


Limitations on Value at Risk as an Assessment of Market Risk
The face value of the market sector instruments held by the
Partnership is typically many times the applicable margin
requirements.  Margin requirements generally range between 2% and
15% of contract face value. Additionally, the use of leverage
causes the face value of the market sector instruments held by
the Partnership to typically be many times the total
capitalization of the Partnership.  The value of the
Partnership's open positions thus creates a "risk of ruin" not
usually found in other investments.  The relative size of the
positions held may cause the Partnership to incur losses greatly
in excess of VaR within a short period of time, given the effects
of the leverage employed and market volatility.  The VaR tables
above, as well as the past performance of the Partnership, give
<PAGE>
no indication of such "risk of ruin". In addition, VaR risk
measures should be viewed in light of the methodology's
limitations, which include the following:
?	past changes in market risk factors will not always result in
accurate predictions of the distributions and correlations of
future market movements;
?	changes in portfolio value in response to market movements may
differ from those of the VaR model;
?	VaR results reflect past trading positions while future risk
depends on future positions;
?	VaR using a one-day time horizon does not fully capture the
market risk of positions that cannot be liquidated or hedged
within one day; and
?	the historical market risk factor data used for VaR estimation
may provide only limited insight into losses that could be
incurred under certain unusual market movements.

The VaR tables above present the results of the Partnership's VaR
for the Partnership's market risk exposures and on an aggregate
basis at March 31, 2001 and for the end of the four quarterly
reporting periods from April 1, 2000 through March 31, 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

<PAGE>
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.  At March 31, 2001, the
Partnership's cash balance at Morgan Stanley DW was approximately
84% 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

<PAGE>
Partnership manages its primary market risk exposures constitute
forward-looking statements within the meaning of Section 27A of
the Securities Act and Section 21E of the Securities Exchange
Act.  The Partnership's primary market risk exposures as well as
the strategies used and to be used by Demeter and the Trading
Advisor for managing such exposures are subject to numerous
uncertainties, contingencies and risks, any one of which could
cause the actual results of the Partnership's risk controls to
differ materially from the objectives of such strategies.
Government interventions, defaults and expro-priations, illiquid
markets, the emergence of dominant fundamental factors, political
upheavals, changes in historical price relationships, an influx
of new market participants, increased regulation and many other
factors could result in material losses as well as in material
changes to the risk exposures and the risk management strategies
of the Partnership. Investors must be prepared to lose all or
substantially all of their investment in the Partnership.

The following were the primary trading risk exposures of the
Partnership at March 31, 2001, by market sector.  It may be
anticipated however, that these market exposures will vary
materially over time.



<PAGE>
Interest Rate.  The primary market exposure of the Partnership at
March 31, 2001 was in the global interest rate sector.  Exposure was
primarily spread across the European and U.S. interest rate sectors.
Interest rate movements directly affect the price of the sovereign
bond futures positions held by the Partnership and indirectly affect
the value of its stock index and currency positions.  Interest rate
movements in one country as well as relative interest rate movements
between countries materially impact the Partnership's profitability.
The Partnership's primary interest rate exposure is generally to
interest rate fluctuations in the United States and the other G-7
countries.  The G-7 countries consist of France, U.S., Britain,
Germany, Japan, Italy, and Canada.  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 changes in interest rates that have the most
effect on the Partnership are changes in long-term, as opposed to
short-term, rates.  Most of the speculative futures positions held by
the Partnership are in medium- to long-term instruments.
Consequently, even a material change in short-term 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 March 31, 2001 was in
the currency sector.  The Partnership's currency exposure is to
exchange rate fluctuations, primarily fluctuations which disrupt the
historical pricing relationships between different currencies and
currency pairs. Interest rate changes as well as political and general
<PAGE>
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 March
31, 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.

Equity. The primary equity exposure is to equity price risk in the G-7
countries.  The stock index futures traded by the Partnership are by
law limited to futures on broadly based indices.  At March 31, 2001,
the Partnership's primary exposures were to the DAX (Germany), S&P 500
(U.S.) and Hang Seng (China) 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 and palladium.  Although the
Trading Advisor will from time to time trade base metals such as
<PAGE>
copper, zinc, nickel and aluminum, the principal market exposures
of the Partnership have consistently been to precious metals,
such as gold and palladium. Gold prices continued to be volatile
during the quarter.  Demeter anticipates that precious metals
will remain the primary metals market exposure of the
Partnership.

Energy.  At March 31, 2001, the Partnership's energy exposure was
shared primarily by futures contracts in the crude oil and
natural gas markets.  Price movements in these markets result
from political developments in the Middle East, weather patterns,
and other economic fundamentals.  It is possible that volatility
will remain high.  Significant profits and losses, which have
been experienced in the past, are expected to continue to be
experienced in this market.  Natural gas has exhibited volatility
in prices resulting from weather patterns and supply and demand
factors and may continue in this choppy pattern.

Soft Commodities and Agriculturals.  At March 31, 2001, the
Partnership had exposure to the markets that comprise these
sectors.  Most of the exposure, however, was to the corn, wheat,
and sugar markets.  Supply and demand inequalities, severe
weather disruption, and market expectations affect price
movements in these markets.

Qualitative Disclosures Regarding Non-Trading Risk Exposure
The following was the only non-trading risk exposure of the
Partnership at March 31, 2001:
<PAGE>
Foreign Currency Balances.  The Partnership's primary
foreign currency balances at March 31, 2001 were in euros,
Hong Kong dollars and British pounds.  The Partnership
controls the non-trading risk of these balances by regularly
converting these balances back into dollars upon liquidation
of corresponding positions.

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

Demeter monitors and controls the risk of the Partnership's non-
trading instrument, cash.  Cash is the only Partnership
investment directed by Demeter, rather than the Trading Advisor.




<PAGE>
PART II.  OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS
Please refer to Legal Proceedings previously disclosed in the
Partnership's Form 10-K for the year ended December 31, 2000.

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

The Partnership registered an additional 6,000,000 Units pursuant
to a new Registration Statement on Form S-1, which became
effective on March 27, 2000 (SEC File Number 333-91563).

The managing underwriter for the Partnership is Morgan Stanley
DW.

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

Through March 31, 2001, 2,983,496.977 Units sold, leaving
6,016,503.023 Units unsold.  The aggregate price of the Units
sold through March 31, 2001 was $29,556,247.

<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.
333-91563) filed with the Securities and Exchange
Commission on September 22, 2000.
10.02	Management Agreement, dated as of November 6, 1998, among
the Partnership, Demeter Management Corporation, and
Graham Capital Management L.P. is incorporated by
reference to Exhibit 10.02 of the Partnership's
Registration Statement on Form S-1 (File No. 333-91563)
filed with the Securities and Exchange Commission on
September 22, 2000.
10.03	Subscription and Exchange Agreement and Power of Attorney
to be executed by each purchaser of Units is incorporated
by reference to Exhibit B of the Partnership's Prospectus
dated October 11, 2000, filed with the Securities and
Exchange Commission pursuant to Rule 424(b)(3) under the
Securities Act of 1933, as amended, on October 13, 2000.
10.04	Amended and Restated Escrow Agreement among the
Partnership, Morgan Stanley Dean Witter Charter Millburn
L.P., Morgan Stanley Dean Witter Charter Welton L.P.,
Morgan Stanley Dean Witter Charter DWFCM L.P., Dean Witter
Reynolds, Inc., and The Chase Manhattan Bank is
incorporated by reference to Exhibit 10.04 of the
<PAGE>
	Partnership's Registration Statement on Form S-1 (File No.
 333-91563) filed with the Securities and Exchange Commission
 on March 30, 2001.
10.05	Form of Amended and Restated Customer Agreement among the
Partnership and Dean Witter Reynolds Inc., is incorporated
by reference to Exhibit 10.05 of the Partnership's
Registration Statement on Form S-1 (File No. 333-91563)
filed with the Securities and Exchange Commission on
September 22, 2000.
10.06	Form of Customer Agreement among the Partnership, Morgan
  	Stanley & Co., Inc., and Dean Witter Reynolds Inc. is
 	incorporated by reference to Exhibit 10.06 of the
  	Partnership's Registration Statement on Form S-1 (File No.
 	333-91563) filed with the Securities and Exchange
  	Commission on September 22, 2000.
10.07	Form of Customer Agreement among the Partnership, Morgan
Stanley & Co. International Limited, and Morgan Stanley &
Co., Inc. is incorporated by reference to Exhibit 10.07 of
the Partnership's Registration Statement on Form S-1 (File
No. 333-91563) filed with the Securities and Exchange
Commission on September 22, 2000.
10.08	Form of Foreign Exchange and Options Master Agreement
among the Partnership and Morgan Stanley & Co., Inc. is
incorporated by reference to Exhibit 10.08 of the
Partnership's Registration Statement on Form S-1 (File No.
333-91563) filed with the Securities and Exchange
Commission on September 22, 2000.
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.

(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)

May 11, 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.