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

                           FORM 10-Q


[X]   Quarterly  report pursuant to Section 13 or  15(d)  of  the
Securities Exchange Act of 1934
For the quarterly period ended March 31, 2000 or

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

Commission File No. 0-25605

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


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

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


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


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


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

Yes     X           No







<PAGE>
<TABLE>

        MORGAN STANLEY DEAN WITTER CHARTER MILLBURN L.P.

             INDEX TO QUARTERLY REPORT ON FORM 10-Q

                       March 31, 2000

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

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

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

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

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

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

Item 2. Management's Discussion and Analysis of

Financial Condition and Results of Operations..12-18

Item 3. Quantitative and Qualitative Disclosures about
        Market Risk .................................. 18-30

Part II. OTHER INFORMATION

Item 1. Legal Proceedings................................ 31

Item 2. Changes in Securities and Use of Proceeds......31-32

Item 5. Other Information................................ 32

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


</TABLE>

<PAGE>
<TABLE>
                 PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

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

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


ASSETS
<S>                                <C>               <C>
Equity in futures interests trading accounts:
 Cash                             23,208,157      21,677,769
 Net unrealized gain on open contracts     162,635                        920,823

      Total Trading Equity        23,370,792      22,598,592

Subscriptions Receivable           2,380,118       1,013,235
Interest receivable (DWR and Carr)     107,814        96,202

                                  Total Assets   25,858,724       23,708,029


LIABILITIES AND PARTNERS' CAPITAL

Liabilities
 Redemptions payable               1,313,049         237,975
 Accrued brokerage fee (DWR)         143,519         129,371
 Accrued management fee               41,005         36,963

      Total Liabilities            1,497,573         404,309

Partners' Capital

 Limited Partners (2,731,806.369 and
       2,481,763.344 Units, respectively)24,085,873   23,039,629
 General Partner (31,221.881 and
   28,447.087 Units, respectively)     275,278       264,091

 Total Partners' Capital          24,361,151      23,303,720

 Total Liabilities and Partners' Capital25,858,724   23,708,029


NET ASSET VALUE PER UNIT                8.82             9.28

<FN>

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

<PAGE>
<TABLE>

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

<CAPTION>


For the Period from

March 1, 1999

(commencement
For the Quarter              of operations) to

Ended March 31,                 March 31,
                                      2000              1999
                                        $            $
<S>                                   <C>          <C>
REVENUES
 Trading profit (loss):
        Realized                          (251,122)      (37,662)
Net change in unrealized           (758,188)        31,915
      Total Trading Results      (1,009,310)    (5,747)
 Interest Income (DWR and Carr)    306,428         16,876
      Total Revenues               (702,882)        11,129

EXPENSES

 Brokerage fees (DWR)              420,203        28,204
 Management fees                   120,058           8,058

      Total Expenses               540,261          36,262

NET LOSS                         (1,243,143)        (25,133)

NET LOSS ALLOCATION

   Limited   Partners                  (1,229,330)       (24,822)
General Partner                     (13,813)        (311)
NET LOSS PER UNIT

   Limited  Partners                         (.46)          (.05)
General Partner                          (.46)        (.05)


<FN>

          The accompanying notes are an integral part
                 of these financial statements.
</TABLE>
<PAGE>
<TABLE>
        MORGAN STANLEY DEAN WITTER CHARTER MILLBURN  L.P.
           STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
              For the Quarter Ended March 31, 2000
                and the Period from March 1, 1999
                  (commencement of operations)
                        to March 31, 1999
                           (Unaudited)


<CAPTION>
                          Units of
                        Partnership Limited   General
                         Interest   Partners  Partner    Total


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

Offering                         of                         Units
286,030.205           2,821,001    25,000  2,846,001

Net  Loss                -            (24,822)     (311)      (25
,133)

Partners' Capital,
                  March                 31,                  1999
769,518.500          $7,571,062   $84,689  $7,655,751





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

Offering                         of                         Units
499,371.865             4,505,778    25,0004,530,778

Net Loss                 -       (1,229,330) (13,813)(1,243,143)

Redemptions
(246,554.046)         (2,230,204)        -        (2,230,204)

Partners' Capital,
                  March                 31,                  2000
2,763,028.250         $24,085,873  $275,278  $24,361,151





<FN>





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


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



<CAPTION>
                                 For the Quarters Ended March 31,

                                      2000            1999
                                        $            $
<S>                                    <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net     loss                                          (1,243,143)
(25,133)
Noncash item included in net loss:
         Net     change     in     unrealized             758,188
(31,915)
Increase in operating assets:
    Interest receivable (DWR and Carr)(11,612)           (16,876)
Increase in operating liabilities:
     Accrued brokerage fee (DWR)       14,148         28,204
Accrued management fee                  4,042          8,058

Net    cash    used   for   operating   activities      (478,377)
(37,662)

CASH FLOWS FROM FINANCING ACTIVITIES

   Initial  offering                       -                    4
,834,883
       Offering       of      units                     4,530,778
2,846,001
        Increase     in    subscriptions    receivable(1,366,883)
(2,846,001)
 Increase in redemptions payable  1,075,074       -
 Redemptions of Units            (2,230,204)         -

Net  cash  provided  by  financing  activities   2,008,765      4
,834,883
Net   increase  in  cash                1,530,388               4
,797,221
Balance      at     beginning     of     period        21,677,769
-
Balance  at  end  of  period           23,208,157               4
,797,221




<FN>




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

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

                  NOTES TO FINANCIAL STATEMENTS

                           (UNAUDITED)

The  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 Millburn L.P. (the "Partnership"). The  financial

statements  and  condensed  notes  herein  should  be   read   in

conjunction  with  the  Partnership's December  31,  1999  Annual

Report on Form 10-K.


1. Organization

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

limited  partnership  organized  to  engage  primarily   in   the

speculative trading of futures and forward contracts, options  on

futures contracts and on physical commodities and other commodity

interests,  including foreign currencies, financial  instruments,

metals,  energy and agricultural products (collectively, "futures

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

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

Charter  Series  of  funds, comprised of the Partnership,  Morgan

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

Witter Charter Welton L.P.



The   general   partner   is   Demeter   Management   Corporation

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

Reynolds Inc.



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


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

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

Demeter  and DWR are wholly-owned subsidiaries of Morgan  Stanley

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

Advisor") is the trading advisor to the Partnership.



2.  Related Party Transactions

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

interests trading accounts to meet margin requirements as needed.

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

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

Partnership pays a brokerage fee to DWR.



3.  Financial Instruments

The Partnership trades futures and forward contracts, options  on

futures   contracts,  and  on  physical  commodities  and   other

commodity  interests,  including  foreign  currencies,  financial

instruments,  metals, energy and agricultural products.   Futures

and  forwards  represent  contracts for delayed  delivery  of  an

instrument  at  a  specified date and price.   Risk  arises  from

changes  in  the  value  of  these contracts  and  the  potential

inability  of  counterparties to perform under the terms  of  the

contracts.   There  are numerous factors which may  significantly

influence the market value of these contracts, including interest

rate volatility.

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




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

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

133,   "Accounting   for  Derivative  Instruments   and   Hedging

Activities" effective for fiscal years beginning after  June  15,

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

for  Derivative Instruments and Hedging Activities - Deferral  of

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

implementation of SFAS No. 133 until fiscal years beginning after

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

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

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

105,  which  required  the disclosure of average  aggregate  fair

values  and contract/notional values, respectively, of derivative

financial  instruments for an entity which carries its assets  at

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

significant effect on the Partnership's financial statements.



The  net  unrealized gains on open contracts are  reported  as  a

component  of  "Equity in futures interests trading accounts"  on

the

statements  of  financial  condition  and  totaled  $162,635  and

$920,823 at March 31, 2000 and December 31, 1999, respectively.





<PAGE>

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




Of  the  $162,635 net unrealized gain on open contracts at  March

31,  2000,  $34,320 related to exchange-traded futures  contracts

and  $128,315  related  to off-exchange-traded  forward  currency

contracts.



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

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

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

contracts.



Exchange-traded  futures contracts held  by  the  Partnership  at

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

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

contracts held by the Partnership at March 31, 2000 and  December

31, 1999 mature through June 2000 and March 2000, respectively.



The  Partnership  has  credit risk associated  with  counterparty

nonperformance.  The credit risk associated with the  instruments

in  which  the Partnership is involved is limited to the  amounts

reflected in the Partnership's statements of financial condition.



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

the   futures   commission  merchants   or   the   counterparties

with

<PAGE>

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


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

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

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

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

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 $23,242,477 and $22,661,540  at

March 31, 2000 and December 31, 1999, respectively.  With respect

to   the   Partnership's  off-exchange-traded  forward   currency

contracts, there are no daily settlements of variations in  value

nor  is  there any requirement that an amount equal  to  the  net

unrealized  gain  on open forward contracts be segregated.   With

respect  to those off-exchange-traded forward currency contracts,

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

counterparty   on  all  of  such  contracts,  to   perform.   The

Partnership  has a netting agreement with Carr.  This  agreement,

which  seeks to reduce both the Partnership's and Carr's exposure

on   off-exchange-traded  forward  currency   contracts,   should

materially decrease the Partnership's credit risk in the event of

Carr's   bankruptcy  or  insolvency.    Carr's   parent,   Credit

Agricole   Indosuez,   has

<PAGE>

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




guaranteed  to  the  Partnership payment of the  net  liquidating

value of the transactions in the Partnership's account with  Carr

(including foreign currency contracts).








































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



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

clearing  broker and Carr as clearing broker in separate  futures

trading  accounts  established for  the  Trading  Advisor,  which

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

held   in  either  non-interest  bearing  bank  accounts  or   in

securities   and instruments permitted by the CFTC for investment

of  customer  segregated  or secured  funds.   The  Partnership's

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

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

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

expected  that the Partnership will continue to own  such  liquid

assets for margin purposes.



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

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

limit  fluctuations in prices during a single day by  regulations

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

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

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

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

positions  in  that futures or options contract  can  neither  be

taken  nor liquidated unless traders are willing to effect trades

at  or  within   the  limit.  Futures  prices  have  occasionally

moved the



<PAGE>

daily  limit  for  several consecutive days  with  little  or  no

trading.   These market conditions could prevent the  Partnership

from  promptly  liquidating its futures or options contracts  and

result in restrictions on redemptions.



There  is  no limitation on daily price moves in trading  forward

contracts  on  foreign currencies.  The markets  for  some  world

currencies  have low trading volume and are illiquid,  which  may

prevent  the  Partnership from trading in potentially  profitable

markets  or  prevent  the Partnership from  promptly  liquidating

unfavorable  positions  in  such markets  and  subjecting  it  to

substantial  losses.  Either  of these  market  conditions  could

result in restrictions on redemptions.



The  Partnership  has  never had illiquidity  affect  a  material

portion of its assets.



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

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

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

the  future  will  affect  the  amount  of  funds  available  for

investments  in futures interests in subsequent periods.   It  is

not possible to estimate the amount and therefore, the impact  of

future redemptions of Units.





<PAGE>

Results of Operations

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

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

advantage of price movements or other profit opportunities in the

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

summary  of  the Partnership's operations for the  quarter  ended

March 31, 2000 and the period from March 1, 1999 (commencement of

operations)  to  March  31,  1999, respectively   and  a  general

discussion of its trading activities during each quarter.  It  is

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

various markets at different times and that prior activity  in  a

particular market does not mean that such market will be actively

traded  by  the  Trading Advisor or will  be  profitable  in  the

future.   Consequently,  the  results  of   operations   of   the

Partnership are difficult to discuss other than in the context of

its  Trading  Advisor's  trading  activities  on  behalf  of  the

Partnership  as a whole and how the Partnership has performed  in

the past.



For the Quarter Ended March 31, 2000

For  the  quarter ended March 31, 2000, the Partnership  recorded

total  trading  losses, net of interest income  of  $702,882  and

posted  a  decrease  in  Net  Asset Value  per  Unit.   The  most

significant  losses of approximately 4.4% were  recorded  in  the

global stock index futures markets from long futures positions in

the  Hang Seng Index as most global equity prices reversed  lower

in early January amid fears of interest rate hikes.  During

<PAGE>

March, additional losses were recorded  from  long  positions  in

Hang  Seng  and TOPIX Index futures as prices declined  following

trendless  price  movements within the U.S.  and  Japanese  stock

markets.   In  the agricultural markets, losses of  approximately

1.1%  were incurred primarily during February from long corn  and

wheat  futures  positions  as prices  declined  as  a  result  of

insufficient demand and heavy rain in the U.S. production  areas.

In   the   global  interest  rate  futures  markets,  losses   of

approximately  0.8%  were  experienced from  short  positions  in

Japanese  government  bond futures as the  Japanese  bond  market

experienced  significant  price volatility  throughout  February.

During  March,  losses  were  recorded  from  long  positions  in

Japanese government bond futures as prices moved lower on  firmer

than  expected capital investment figures out of Japan and  fears

that  the Bank of Japan would scrap its zero-rate policy  earlier

than expected.  In soft commodities, losses of approximately 0.5%

were   recorded  in  early  February  from  long  cotton  futures

positions  as prices declined amid short-covering by  speculators

and  expectations for increased new crop plantings.  These losses

were  partially  offset by gains of approximately  2.9%  recorded

primarily  during  February  in  the  energy  markets  from  long

positions  in crude oil futures and its refined products  as  oil

prices increased on concerns about future output levels from  the

world's leading producer countries amid dwindling stockpiles  and

increasing  demand.   Total expenses for the three  months  ended

March 31, 2000 were $540,261, resulting in a net loss of

<PAGE>

$1,243,143.  The value of a Unit decreased from $9.28 at December

31,  1999 to $8.82 at March 31, 2000.  Results of operations  for

first  quarter  2000  are not comparative to first  quarter  1999

because   1999  reflects  only  a  single  month's   trading   of

approximately 80% lower Net Assets.



For the Quarter Ended March 31, 1999

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

31,   1999,  the  Partnership  recorded  total  trading  revenues

including interest income of $11,129 and, after expenses,  posted

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

losses of approximately 1.7% were recorded early in March in  the

global  interest  rate futures markets largely  from  short  U.S.

interest rate futures positions as domestic bond prices rose  due

to  encouraging  productivity data released  by  the  U.S.  Labor

Department  and  on  comments by Federal  Reserve  Chairman  Alan

Greenspan  that there are no obvious signs of emerging  inflation

pressures.   In the metals markets, losses of approximately  1.5%

were recorded primarily from short aluminum futures positions  as

prices  increased during mid-March due to a possible drawdown  in

warehouse  stocks.  Additional losses were recorded  during  late

March  from newly established long aluminum futures positions  as

prices moved lower on profit taking.  In soft commodities, losses

of  approximately  1.1%  were experienced  primarily  from  short

positions  in coffee and cotton futures on technically  motivated

speculative buying and rumors that an influential merchant turned

<PAGE>

bullish  early in March.  In the agricultural markets, losses  of

approximately 0.4% were recorded largely from short corn  futures

positions  as  prices  moved higher in a technical and seasonally

driven  rally  early  in March and on a lack of  farmer  selling.

These losses were partially offset by gains of approximately 2.4%

recorded  in  the energy markets from long futures  positions  in

crude  oil,  unleaded  gas  and heating  oil  as  prices  climbed

following  an  agreement  reached  by  both  OPEC  and   non-OPEC

countries  to cut total output beginning April 1, 1999.   In  the

currency  markets,  gains  of approximately  0.6%  were  recorded

primarily from short euro positions as its value decreased versus

the  U.S.  dollar  on speculation that U.S. interest  rates  will

continue  to  rise due to positive economic data released  during

early March.  Total expenses for the period ended March 31,  1999

were $36,262, resulting in a net loss of $25,133. The value of  a

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

operations) to $9.95 at March 31, 1999.



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

countries  in  the  European Union established  fixed  conversion

rates on their existing sovereign currencies and converted  to  a

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

period, the sovereign currencies will continue to exist but  only

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

prevents   the  Trading  Advisor  from  trading  those  sovereign

currencies and thereby limits its ability to take advantage of

<PAGE>

potential market opportunities that might otherwise have  existed

had  separate  currencies been available  to  trade.  This  could

adversely affect the performance results of the Partnership.


Item  3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES  ABOUT  MARKET
RISK

Introduction

The  Partnership is a commodity pool involved in the  speculative

trading  of  futures interests.  The market-sensitive instruments

held  by  the  Partnership are acquired for  speculative  trading

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

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

operating  company, the risk of market-sensitive  instruments  is

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

activities.



The  futures interests traded by the Partnership involve  varying

degrees  of  market  risk.  Market risk is often  dependent  upon

changes  in  the level or volatility of interest rates,  exchange

rates,  and  prices  of  financial instruments  and  commodities.

Fluctuations  in market risk based upon these factors  result  in

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

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



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

variety  of  factors,  including the  diversification  among  the

Partnership's open positions, the volatility present within the

<PAGE>

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 experiences to date or any  reasonable

expectations based upon historical changes in market value.


Quantifying the Partnership's Trading Value at Risk

The    following    quantitative   disclosures   regarding    the

Partnership's  market  risk  exposures  contain  "forward-looking

statements"  within  the meaning of the safe  harbor  from  civil

liability  provided for such statements by the Private Securities

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

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

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

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

harbor, except for statements of historical fact.



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

accounting  principles.   Any loss in the  market  value  of  the

Partnership's open positions is directly reflected in the

<PAGE>

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

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

futures interests are settled daily through variation margin.



The  Partnership's risk exposure in the market sectors traded  by

the  Trading Advisor is estimated below in terms of Value at Risk

("VaR").  The  VaR  model used by the Partnership  includes  many

variables that could change the market value of the Partnership's

trading  portfolio.  The Partnership estimates VaR using a  model

based upon historical simulation with a confidence level of  99%.

Historical  simulation involves constructing  a  distribution  of

hypothetical  daily changes in the value of a trading  portfolio.

The  VaR  model takes into account linear exposures to price  and

interest  rate risk.  Market risks that are incorporated  in  the

VaR  model  include equity and commodity prices, interest  rates,

foreign exchange rates, and correlation among these variables.



The  hypothetical changes in portfolio value are based  on  daily

percentage changes observed in key market indices or other market

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

sensitive.   The  historical observation period of  the  Partner-

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

confidence  level  of the Partnership's VaR  corresponds  to  the

negative change in portfolio value that, based on observed market

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



<PAGE>

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  tables  indicate  the  VaR  associated  with  the

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

by primary market risk category as of March 31, 2000 and 1999. At

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

was approximately $24 million and $8 million, respectively.

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

     Currency                    (1.63)%                 (1.82)%

     Interest Rate              (1.31)              (0.88)

     Equity                      (0.70)             (1.31)

     Commodity                   (0.59)             (1.07)

     Aggregate Value at Risk     (2.22)%            (2.67)%



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



<PAGE>

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, 2000 and 1999 only and is not necessarily

representative  of  either the historic  or  future  risk  of  an

investment  in  the  Partnership. Because the Partnership's  only

business  is  the speculative trading of futures  interests,  the

composition  of  its  trading portfolio can change  significantly

over  any given time period, or even within a single trading day.

Any  changes  in  open positions could positively  or  negatively

materially impact market risk as measured by VaR.



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

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

Net Assets for the four quarterly reporting periods from April 1,

1999 through March 31, 2000.


Primary Market Risk Category       High      Low       Average

Currency                           (2.66)%   (1.62)%    (1.93)%

Interest Rate                      (1.41)    (0.79)     (1.10)

Equity                             (1.61)    (0.70)     (1.12)
Commodity                          (1.75)    (0.59)     (1.17)
Aggregate Value at Risk            (4.36)%   (2.19)%    (2.89)%




<PAGE>

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

typically found in other investments.  The relative size  of  the

positions held may cause the Partnership to incur losses  greatly

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

of  the  leverage employed and market volatility.  The VaR tables

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

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

measures   should  be  viewed  in  light  of  the   methodology's

limitations, which include the following:

     past  changes in market risk factors will not always result

  in accurate predictions of the distributions and correlations of

  future market movements;

     changes  in portfolio value in response to market movements

  may differ from those of the VaR model;







<PAGE>

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

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

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

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

viewed  as  predictive  of  the  Partnership's  future  financial

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

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

particular day will not exceed the VaR amounts indicated above or

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



Non-Trading Risk

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

balances  not needed for margin.  These balances and  any  market

risk  they  may  represent are immaterial.  The Partnership  also

maintains a substantial portion (approximately 76%) of its

<PAGE>

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

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

management   income.  This  cash  flow  risk  is  not  considered

material.



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

assessment  of  reasonably  possible  market  movements  and  any

associated  potential losses, taking into account  the  leverage,

optionality and multiplier features of the Partnership's  market-

sensitive instruments.



Qualitative Disclosures Regarding Primary Trading Risk Exposures

The following qualitative disclosures regarding the Partnership's

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

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

Partnership   manages  its  primary  market  risk   exposures   -

constitute  forward-looking  statements  within  the  meaning  of

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

Securities  Exchange Act.  The Partnership's primary market  risk

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

Demeter  and the Trading Advisor for managing such exposures  are

subject  to numerous uncertainties, contingencies and risks,  any

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

risk  controls to differ materially from the objectives  of  such

strategies.     Government    interventions,     defaults     and

expropriations, illiquid markets, the emergence of dominant

<PAGE>

fundamental  factors, political upheavals, changes in  historical

price  relationships,  an  influx  of  new  market  participants,

increased  regulation  and many other  factors  could  result  in

material  losses  as  well as in material  changes  to  the  risk

exposures  and the risk management strategies of the Partnership.

Investors  must be prepared to lose all or substantially  all  of

their investment in the Partnership.



The  following  were the primary trading risk  exposures  of  the

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

anticipated  however,  that  these  market  exposures  will  vary

materially over time.



Currency - The primary market exposure in the Partnership  is  in

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

exchange rate fluctuations, primarily fluctuations which  disrupt

the historical pricing relationships between different currencies

and  currency pairs.  Interest rate changes as well as  political

and general economic conditions influence these fluctuations. The

Partnership  trades  in  a large number of currencies,  including

cross-rates - i.e., positions between two currencies  other  than

the   U.S.   dollar.   For  the  first  quarter  of   2000,   the

Partnership's  major exposures were in the euro currency  crosses

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

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

include the major and minor currencies. Demeter does not

<PAGE>

anticipate  that  the risk profile of the Partnership's  currency

sector  will  change significantly in the future.   The  currency

trading VaR figure includes foreign margin amounts converted into

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

exchange  rate  risk inherent to the dollar-based Partnership  in

expressing VaR in a functional currency other than dollars.



Interest  Rate - The second largest market exposure at March  31,

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

exposure  in  the interest rate market complex was spread  across

the  U.S., European and Japanese interest rate sectors.  Interest

rate  movements  directly affect the price of the sovereign  bond

futures  positions held by the Partnership and indirectly  affect

the  value  of its stock index and currency positions.   Interest

rate  movements in one country as well as relative interest  rate

movements  between countries materially impact the  Partnership's

profitability.  The Partnership's primary interest rate  exposure

is  generally to interest rate fluctuations in the U.S.  and  the

other  G-7  countries.  The G-7 countries consist  of  the  U.S.,

Britain,  Canada,  France,  Germany,  Italy  and  Japan.  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 which have the most effect

on the Partnership are changes in long-term, as opposed to short-

term,  rates.  Most of the speculative futures positions held  by

the Partnership are in medium- to long-term instruments.

<PAGE>

Consequently,  even a material change in short-term  rates  would

have  little effect on the Partnership, were the medium- to  long

term rates to remain steady.



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

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

Partnership  are  by  law  limited to futures  on  broadly  based

indices.   As  of  March  31,  2000,  the  Partnership's  primary

exposures  were  in  the  Hang Seng (China)  and  All  Ordinaries

(Australia) stock indices.  The Partnership is primarily  exposed

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

and  Japanese  indices.  (Static markets would  not  cause  major

market changes but would make it difficult for the Partnership to

avoid being "whipsawed" into numerous small losses).



Commodity.

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,  the

principal  market exposures of the Partnership have  consistently

been  in precious metals. Exposure was evident in the gold market

as  gold  prices  were  volatile  during  the  quarter.   Demeter

anticipates  that  gold  will remain the  primary  metals  market

exposure for the Partnership.





<PAGE>

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

Partnership  had  exposure  in the markets  that  comprise  these

sectors.  Most of the exposure, however, was in the sugar,  wheat

and  cotton  markets.   Supply  and demand  inequalities,  severe

weather disruption and market expectations affect price movements

in these markets.



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

shared  by futures contracts in the oil and natural gas  markets.

Price   movements   in  these  markets  result   from   political

developments  in  the  Middle East, weather patterns,  and  other

economic  fundamentals.   It  is possible  that  volatility  will

remain  high and that significant profits and losses, which  have

been  experienced  in the past, are expected to  continue  to  be

experienced in this market.  Natural gas has exhibited volatility

in  prices resulting from weather patterns and supply and  demand

factors and is expected to continue in this choppy pattern.



Qualitative Disclosures Regarding Non-Trading Risk Exposure

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

Partnership as of March 31, 2000:



Foreign  Currency  Balances.  The Partnership's  primary  foreign

currency  balances at March 31, 2000 were in euros and Hong  Kong

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



<PAGE>

balances by regularly converting these balances back into dollars

upon liquidation of the respective position.



Qualitative Disclosures Regarding Means of Managing Risk Exposure

The  Partnership and the Trading Advisor, separately, attempt  to

manage   the   risk  of  the  Partnership's  open  positions   in

essentially the same manner in all market categories traded.



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

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

appeal of the order dismissing the consolidated complaint.

(Please  refer to Legal Proceedings previously disclosed  in  the

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

a more detailed discussion.)


Item 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

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

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

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


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

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

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



The managing underwriter for the Partnership is DWR.



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

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

the last day of each month.



Through  March  31, 2000, 3,031,386.350 Units were sold,  leaving

5,968,613.650  Units unsold as of March 31, 2000.  The  aggregate

price of the Units sold through March 31, 2000 was $29,959,514.

<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  "Investment

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

prospectus  included as part of the above referenced Registration

Statement.




Item 5.   OTHER INFORMATION

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

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

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

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



Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

           (A) Exhibits - None

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



















<PAGE>





                            SIGNATURE



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


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

                              By: Demeter Management Corporation
                                  (General Partner)

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



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