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

                           FORM 10-Q


[X]   Quarterly  report pursuant to Section 13 or  15(d)  of  the
Securities Exchange Act of 1934
For the period ended September 30, 1999 or

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

Commission File No. 0-25605

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


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

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


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


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


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

Yes     X           No











<PAGE>
<TABLE>

        MORGAN STANLEY DEAN WITTER CHARTER MILLBURN L.P.

             INDEX TO QUARTERLY REPORT ON FORM 10-Q

                     September 30, 1999
<CAPTION>

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

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

     Statement of Operations for the Quarter ended
     September 30, 1999 (Unaudited)........................3

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

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

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

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

Item 2. Management's Discussion and Analysis of

Financial Condition and Results of Operations..16-22

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

Part II. OTHER INFORMATION

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

Item 2. Change in Securities and Use of Proceeds.......35-36

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




</TABLE>





<PAGE>
<TABLE>
                 PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

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

<CAPTION>

                                                     September 30,
                                                          1999
                                                            $
                                                        (Unaudited)
ASSETS
<S>                                                 <C>
Equity in futures interests trading accounts:
 Cash
 21,130,353
 Net unrealized gain on open contracts            123,450
                      Total             Trading            Equity
21,253,803

Subscriptions     receivable                            1,625,967
Interest         receivable        (DWR         and         Carr)
78,046

                              Total                        Assets
22,957,816

LIABILITIES AND PARTNERS' CAPITAL

Liabilities

           Accrued          brokerage          fee          (DWR)
123,283
                        Redemptions                       payable
94,301
 Accrued management fee                             35,224
      Total Liabilities                          252,808

Partners' Capital

        Limited       Partners       (2,176,779.228        Units)
22,456,683
         General        Partner        (24,070.719         Units)
248,325
               Total               Partners'              Capital
22,705,008

      Total      Liabilities      and      Partners'      Capital
22,957,816


NET            ASSET           VALUE           PER           UNIT
10.32

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


<CAPTION>

For the

Quarter Ended
                                       September 30, 1999
                                                         $
REVENUES
<S>
<C>
 Trading profit (loss):
    Realized                                    472,179
              Net          change          in          unrealized
(593,350)

      Total Trading Results                   (121,171)

 Interest Income (DWR and Carr)                      191,035

      Total Revenues                              69,864

EXPENSES

 Brokerage fees (DWR)                         320,520
 Management fees                                91,578

    Total Expenses                             412,098


NET                                                          LOSS

(342,234)


NET LOSS ALLOCATION

 Limited Partners                            (338,188)
                          General                         Partner
(4,046)

NET LOSS PER UNIT

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

<FN>





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


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

<CAPTION>



For the Period from

March 1, 1999
                                        (commencement of

operations) to
                                       September 30, 1999
                                                         $
REVENUES
<S>
<C>
 Trading profit:
    Realized                                    661,065
              Net          change          in          unrealized
123,450

                   Total              Trading             Results
784,515

        Interest        Income       (DWR        and        Carr)
294,657

                             Total                       Revenues
1,079,172

EXPENSES

 Brokerage fees (DWR)                        528,810
 Management fees                             151,089
    Incentive fees                            103,350

    Total Expenses                            783,249

NET INCOME                                    295,923


NET INCOME ALLOCATION

 Limited Partners                            292,598
 General Partner                                 3,325

NET INCOME PER UNIT

 Limited Partners                                  .32
    General Partner                                 .32


<FN>


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

<PAGE>
<TABLE>
        MORGAN STANLEY DEAN WITTER CHARTER MILLBURN  L.P.
           STATEMENT OF CHANGES IN PARTNERS' CAPITAL
               For the Period from March 1, 1999
                  (commencement of operations)
                      to September 30, 1999
                          (Unaudited)



<CAPTION>

                          Units of
                        Partnership Limited   General
                          Interest   Partners Partner    Total



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

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

Offering of Units   1,732,224.466          17,541,969            185,000
17,726,969

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

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

Partners' Capital,
 September 30, 1999 2,200,849.947          $22,456,683            $248,325
$22,705,008






<FN>










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





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


<CAPTION>




For the Period from

March 1, 1999
                                          (commencement of

operations) to
                                         September  30, 1999

$
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                       <C>
Net income                                        295,923
Noncash item included in net income:
    Net change in unrealized                    (123,450)

Increase in operating assets:
          Interest      receivable      (DWR      and       Carr)
(78,046)

Increase in operating liabilities:
             Accrued         brokerage         fee          (DWR)
123,283
    Accrued management fee                         35,224

Net      cash      provided      by     operating      activities
252,934

CASH FLOWS FROM FINANCING ACTIVITIES

                         Initial                         offering
4,834,883
                 Offering                of                 units
17,726,969
        Increase        in        subscriptions        receivable
(1,625,967)
          Increase         in         redemptions         payable
94,301
                Redemptions               of                units
(152,767)

Net      cash      provided      by     financing      activities
20,877,419

Net                increase                in                cash
21,130,353

Balance          at         beginning          of          period
-

Balance           at           end           of            period
21,130,353



<FN>

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

</TABLE>

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

                  NOTES TO FINANCIAL STATEMENTS

                           (UNAUDITED)

The  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").


1. Summary of Significant Accounting Policies

Organization  - Morgan Stanley Dean Witter Charter Millburn  L.P.

is  a  limited partnership organized to engage primarily  in  the

speculative trading of futures and forward contracts, options  on

futures  contracts  and on physical commodities  and  other  com-

modities   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.  ("DWR")

and  an unaffiliated clearing commodity broker, Carr Futures Inc.

("Carr"), provides clearing and execution services.  Demeter  and

DWR are wholly-owned subsidiaries of Morgan Stanley Dean Witter &

Co.  ("MSDW").   Millburn  Ridgefield Corporation  (the  "Trading

Advisor") is the trading advisor to the Partnership.




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




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

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

General  and  Limited  Partners  based  upon  their  proportional

ownership interests.



Use  of  Estimates - The preparation of financial  statements  in

conformity with generally accepted accounting principles requires

management  to  make estimates and assumptions  that  affect  the

reported  amounts  of assets and liabilities  and  disclosure  of

contingent  assets and liabilities at the date of  the  financial

statements  and  the  reported amounts of revenues  and  expenses

during  the  reporting period.  Actual results could differ  from

those estimates.



Revenue  Recognition  - Futures interests  are  open  commitments

until  settlement  date.   They are  valued  at  market  and  the

resulting  unrealized gains and losses are reflected  in  income.

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

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

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

investments  during  such  month.  In addition  DWR  credits  the

Partnership with 100% of the interest income received  from  Carr

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

for the purpose of meeting margin requirements.



<PAGE>

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




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

monies  due  to  the Partnership on forward contracts  and  other

futures interests, but not actually received.



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

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

average number of Units outstanding during the period.



Equity  in Futures Interests Trading Accounts - The Partnership's

asset "Equity in futures interests trading accounts" consists  of

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

and  the  net asset or liability related to unrealized  gains  or

losses on open contracts.



Brokerage   and  Related  Transaction  Fees  and  Costs   -   The

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

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

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

transaction  fees  and  costs  and  ordinary  administrative  and

offering expenses.



Operating  Expenses - The Partnership incurs a monthly management

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

bears all other operating expenses.



<PAGE>

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


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

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

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

rate).



Incentive  Fee  -  The  Partnership pays the  Trading  Advisor  a

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

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

calendar  month.  If  the Trading Advisor has experienced  losses

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

Trading  Advisor  must earn back such losses before  the  Trading

Advisor is eligible for an incentive fee.



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

accompanying  financial statements, as partners are  individually

responsible  for  reporting  income  or  loss  based  upon  their

respective  share of the Partnership's revenues and expenses  for

income tax purposes.



Distributions  -  Distributions, other  than  on  redemptions  of

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

Demeter.  No distributions have been made to date.









<PAGE>

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




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

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

the last day of each month.



Redemptions  - Limited Partners may redeem some or all  of  their

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

at  which  a person first becomes a Limited Partner.  Redemptions

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

required  for  each  redemption,  unless  a  Limited  Partner  is

redeeming his entire interest in the Partnership.  Units redeemed

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

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

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

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

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

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

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

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

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



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

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

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





<PAGE>

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




Partners  may transfer their investment among the Morgan  Stanley

Dean  Witter  Charter  Series (subject  to  certain  restrictions

outlined  in  the Limited Partnership Agreement)  without  paying

additional charges.



Dissolution  of the Partnership - The Partnership will  terminate

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

occur   as  defined  in  the  Partnership's  Limited  Partnership

Agreement.



2.  Related Party Transactions

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

interests trading accounts to meet margin requirements as needed.

DWR  pays  interest on these funds as described in Note  1.   The

Partnership pays a brokerage fee to DWR also described in Note 1.



3.  Financial Instruments

The Partnership trades futures and forward contracts, options  on

futures contracts, and physical commodities and other commodities

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

<PAGE>

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




factors  which  may significantly influence the market  value  of

these contracts, including interest rate volatility.



In  June  1998, the Financial Accounting Standards  Board  issued

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

"Accounting  for  Derivative Instruments and Hedging  Activities"

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

Partnership  elected  to adopt the provisions  of  SFAS  No.  133

beginning   with   its   first  calendar  quarter-end   financial

statements  dated March 31, 1999.  SFAS No. 133  supersedes  SFAS

No.  119  and No. 105, which required the disclosure  of  average

aggregate fair values and contract/notional values, respectively,

of  derivative financial instruments for an entity which  carries

its  assets at fair value.  The application of SFAS No. 133  does

not  have  a  significant  effect on the Partnership's  financial

statements.



The  net  unrealized  gain on open contracts  is  reported  as  a

component  of  "Equity in futures interests trading accounts"  on

the  Statement  of  Financial Condition and totaled  $123,450  at

September 30, 1999.



Of  the  $123,450  net  unrealized  gain  on  open  contracts  at

September  30, 1999, $513,266 related to exchange-traded  futures

contracts

<PAGE>

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




and  $(389,816)  related to off-exchange-traded forward  currency

contracts.



Exchange-traded  futures contracts held  by  the  Partnership  at

September 30, 1999 mature through March 2000. Off-exchange-traded

forward  currency contracts held by the Partnership at  September

30, 1999 mature through December 1999.



The  Partnership  is subject to the credit risk  associated  with

counterparty  non-performance.  The credit risk  associated  with

the  instruments in which the Partnership is involved is  limited

to  the  amounts  reflected  in the Partnership's  Statements  of

Financial  Condition.  DWR and Carr act as the futures commission

merchants  or  the counterparties with respect  to  most  of  the

Partnership's  assets.  Exchange-traded  futures  contracts   are

marked  to  market  on  a daily basis, with variations  in  value

settled  on  a  daily basis. Each of DWR and Carr, as  a  futures

commission  merchant for all of the Partnership's exchange-traded

futures contracts, are required, pursuant to regulations  of  the

Commodity  Futures Trading Commission ("CFTC") to segregate  from

their  own  assets, and for the sole benefit of  their  commodity

customers, all funds held by them with respect to exchange-traded

futures contracts, including





<PAGE>

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




an  amount  equal to the net unrealized gain on all open  futures

contracts, which funds, in the aggregate, totaled $21,643,619  at

September 30, 1999.



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

currency  contracts, there are no daily settlements of variations

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

net  unrealized  gain  on open forward contracts  be  segregated.

With   respect  to  those  off-exchange-traded  forward  currency

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

sole  counterparty on all of such contracts, to  perform.  Carr's

parent,   Credit  Agricole  Indosuez,  has  guaranteed   to   the

Partnership  payment  of  the  net  liquidating  value   of   the

transactions  in  the Partnership's account with Carr  (including

foreign currency contracts).




















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



Liquidity -  Assets of the Partnership are deposited with DWR  as

non-clearing  broker  and  Carr as clearing  broker  in  separate

futures interest trading accounts. Such assets are held in either

non-interest bearing bank accounts or in securities  approved  by

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

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

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

to   trade  in  futures  interests,  it  is  expected  that   the

Partnership  will continue to own such liquid assets  for  margin

purposes.



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

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

fluctuations in certain futures interest prices during  a  single

day  by  regulations  referred to as  "daily  price  fluctuations

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

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

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

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

positions  in  such  futures interest can neither  be  taken  nor

liquidated  unless  traders are willing to effect  trades  at  or

within  the  limit.   Futures interests prices have  occasionally

moved the daily limit for several consecutive days with little or

no trading.  Such market conditions could prevent the Partnership

from  promptly  liquidating its futures interests and  result  in

restrictions on redemptions.



<PAGE>

There  is  no limitation on daily price moves in trading  forward

contracts  on  foreign  currency.  The  markets  for  some  world

currencies  have low trading volume and are illiquid,  which  may

prevent  the  Partnership from trading in potentially  profitable

markets  or  from  promptly  liquidating  unfavorable  positions,

subjecting  it  to substantial losses.  Either  of  these  market

conditions could result in restrictions on redemptions.



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

expect   to   have,  any  capital  assets.   Future  redemptions,

exchanges and sales of additional Units will affect the amount of

funds available for investment in futures interests in subsequent

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

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

impact  of  future redemptions, exchanges or sales of  additional

Units.



Results of Operations

For the Quarter and Period Ended September 30, 1999

For  the  quarter  ended  September  30,  1999,  the  Partnership

recorded  total  trading revenues including  interest  income  of

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

per Unit. The most significant net losses were recorded from long

positions  in  Hang Seng Index futures as equity prices  in  Hong

Kong dropped during early August amid tensions between China  and

Taiwan.  Smaller losses were incurred in this market complex from

trading  Nikkei  Index  futures during August  and  September  as

Japanese equity prices experienced short-term volatility amid



<PAGE>

speculation  of  whether  the Bank of Japan  would  intervene  to

prevent  the yen from rising further relative to the U.S. dollar.

In  global  interest  rate  futures, losses  were  recorded  from

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

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

due  to  inflationary concerns and questions regarding the future

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

recorded  during July and September from short positions  in  the

euro,  and  the  Swiss  franc as the value  of  these  currencies

reversed  their  previous downward trend versus the  U.S.  dollar

amid  bullish  economic  data  out  of  Europe  and  inflationary

pressures  in the U.S.  These losses were mitigated  by  currency

gains  recorded from long Japanese yen positions as the value  of

the  yen strengthened versus most major currencies during  August

and September due to optimism regarding the Japanese economy.   A

portion  of  the Partnership's overall losses for the  month  was

offset by gains recorded from long positions in crude oil and its

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

prices  moved  higher  throughout the  quarter  as  a  result  of

declining  inventories  and increasing demand.   Smaller  profits

were  recorded from long gold futures positions during  September

as prices skyrocketed following the Bank of England's second gold

auction  and  an announcement by several European  central  banks

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

five  years. Total expenses for the three months ended  September

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

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

at September 30, 1999.

<PAGE>

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

September  30,  1999,  the  Partnership  recorded  total  trading

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

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

were  recorded from long positions in crude oil and  its  refined

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

climbed  higher  during March following an agreement  reached  by

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

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

third  quarter  due to declining supplies and increasing  demand.

Additional  gains were recorded in the metals markets  from  long

positions  in gold futures as gold prices soared during September

following  the  Bank  of England's second  gold  auction  and  an

announcement by several European central banks stating that  they

were going to restrict the sales of gold reserves for five years.

Smaller  gains  were  recorded from  short  positions  in  German

interest rate futures during June and July as prices moved  lower

amid  skepticism regarding the European Monetary Union and  fears

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

offset by losses incurred from long positions in Hang Seng  Index

futures as equity prices in Hong Kong dropped during early August

amid  tensions  between China and Taiwan.   Smaller  losses  were

incurred in this market complex from trading Nikkei Index futures

during August and September as Japanese equity prices experienced

short-term  volatility amid speculation of whether  the  Bank  of

Japan  would  intervene to prevent the yen  from  rising  further

relative  to  the U.S. dollar.  Losses were also  experienced  in

soft commodities from long coffee futures positions as coffee

<PAGE>

prices  declined sharply during early June due to  forecasts  for

warmer  weather in Brazil and ample warehouse supplies.   Smaller

losses  were  incurred in the currency markets  during  July  and

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

as the value of these currencies reversed their previous downward

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

Europe and inflationary pressures in the U.S.  Total expenses for

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

September  30, 1999 were $783,249, resulting in a net  income  of

$295,923.  The value of a Unit increased from $10.00 at March  1,

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

1999.



Year  2000 Problem.  Commodity pools, like financial and business

organizations  and individuals around the world,  depend  on  the

smooth functioning of computer systems.  Many computer systems in

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

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

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

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

whom  it has a material relationship do not properly process  and

calculate date-related information and data concerning  dates  on

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

the  handling or determination of futures trades and  prices  and

other services.



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

currently has several hundred employees working on the matter.

<PAGE>

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

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

management,   Board  of  Directors  and  Information   Technology

Department. Demeter is coordinating with MSDW to address the Year

2000  Problem  with  respect to Demeter's computer  systems  that

affect  the  Partnership.  This includes  hardware  and  software

upgrades, systems consulting and computer maintenance.



Beyond  the  challenge  facing  internal  computer  systems,  the

systems  failure  of  any  of the third  parties  with  whom  the

Partnership  has a material relationship - the futures  exchanges

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

Trading  Advisor - could result in a material financial  risk  to

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

monitoring  by the CFTC of their Year 2000 preparedness  and  the

major  foreign futures exchanges are also expected to be  subject

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

Demeter  intends to monitor the progress of Carr and the  Trading

Advisor throughout 1999 in their Year 2000 compliance and,  where

applicable,  to  test its external interface with  Carr  and  the

Trading Advisor.



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

on  behalf  of the Partnership becomes impossible as a result  of

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

catastrophic but more likely scenario would be one in which





<PAGE>

trading  opportunities diminish as a result of technical problems

resulting  in  illiquidity  and  fewer  opportunities   to   make

profitable trades. MSDW has begun developing various "contingency

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

Demeter  intends  to  consult closely with MSDW  in  implementing

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

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

to avoid any adverse impact to the Partnership.


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

countries  in  the  European Union established  fixed  conversion

rates on their existing sovereign currencies and converted  to  a

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

transition  period,  the sovereign currencies  will  continue  to

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

to  the euro prevents the Trading Advisor from trading in certain

currencies  and thereby limits its ability to take  advantage  of

potential market opportunities that might otherwise have  existed

had  separate  currencies been available  to  trade.  This  could

adversely affect the performance results of the Partnership.


Item  3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES  ABOUT  MARKET
RISK

Introduction

The  Partnership  is a commodity pool engaged  primarily  in  the

speculative  trading of futures interests.  The  market-sensitive

instruments  held  by  the Partnership are  acquired  solely  for

speculative   trading  purposes  and,  as  a   result,   all   or

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

<PAGE>

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

market-sensitive instruments is integral, not incidental, to  the

Partnership's primary business activities.



The  futures interests traded by the Partnership involve  varying

degrees  of  related  market risk.  Such  market  risk  is  often

dependent  upon  changes in the level or volatility  of  interest

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

instruments and commodities.  Fluctuations in related market risk

based upon the aforementioned factors result in frequent changes

in  the  fair  value  of the Partnership's open  positions,  and,

consequently, in its earnings and cash flow.



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

variety  of factors, including the diversification effects  among

the Partnership's existing open positions, the volatility present

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

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

mute the market risk associated with the Partnership.



The  Partnership's past performance is not necessarily indicative

of   its   future   results.  Any  attempt  at  quantifying   the

Partnership's  market  risk  must be qualified  by  the  inherent

uncertainty  of its speculative trading, which may  cause  future

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

Partnership's   experience   to  date   and/or   any   reasonable

expectation premised upon historical changes in the fair value of

<PAGE>

its market-sensitive instruments.


Quantifying the Partnership's Trading Value at Risk


The    following    quantitative   disclosures   regarding    the

Partnership's  market  risk  exposures  contain  "forward-looking

statements"  within  the meaning of the safe  harbor  from  civil

liability  provided for such statements by the Private Securities

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

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

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

deemed to be forward-

looking  statements for purposes of the safe harbor,  except  for

statements of historical fact.



The Partnership accounts for open positions on the basis of mark-

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

value  of  the Partnership's open positions is directly reflected

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

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

positions of exchange-traded futures interests are settled  daily

through variation margin.



The  Partnership's  risk exposure in the various  market  sectors

traded  by  the Trading Advisor is estimated below  in  terms  of

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

incorporates numerous variables that could impact the fair  value

of   the   Partnership's  trading  portfolio.   The   Partnership

estimates VaR using a model based on historical simulation with a



<PAGE>

confidence   level   of  99%.   Historical  simulation   involves

constructing  a  distribution of hypothetical  daily  changes  in

trading  portfolio  value.  The VaR model  generally  takes  into

account linear exposures to price and interest rate risk.  Market

risks  that are incorporated in the VaR model include equity  and

commodity prices, interest rates, foreign exchange rates, as well

as   correlation   that  exists  among  these   variables.    The

hypothetical  changes  in  portfolio value  are  based  on  daily

observed percentage changes in key market indices or other market

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

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

observation   period   is   approximately   four   years.     The

Partnership's one-day 99% VaR corresponds to the negative  change

in  portfolio  value that, based on observed market  risk  factor

moves, would have been exceeded once in 100 trading days.



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

trading  portfolios  become more diverse and modeling  techniques

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

VaR  model is used to quantify market risk for historic reporting

purposes  only  and  is  not utilized by either  Demeter  or  the

Trading Advisor in their daily risk management activities.


The Partnership's Value at Risk in Different Market Sectors

The  following  table  indicates  the  VaR  associated  with  the

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

by market category as of September 30, 1999.  As of September 30,



<PAGE>

1999,  the  Partnership's total capitalization was  approximately

$23 million.

    Primary Market           September 30, 1999
     Risk Category              Value at Risk

     Currency                      (1.62)%

     Interest Rate                 (0.79)

     Equity                        (0.86)

      Commodity                         (1.26)

      Aggregate Value at Risk      (2.19)%



Aggregate  value  at  risk represents the aggregate  VaR  of  the

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

individual categories listed above.  Aggregate VaR will be  lower

as  it  takes into account correlation among different  positions

and categories.


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

positions  at  September  30, 1999 only and  is  not  necessarily

representative  of  either the historic  or  future  risk  of  an

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

is  the  speculative trading of primarily futures interests,  the

composition  of  its  portfolio  of  open  positions  can  change

significantly over any given time period or even within a  single

trading  day.   Such changes in open positions  could  materially

impact  market  risk  as  measured by VaR  either  positively  or

negatively.






<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 three calendar quarter reporting periods from

March 1, 1999 through September 30, 1999.


Primary Market Risk Category       High      Low       Average

Currency                          (2.66)%   (1.62)%     (2.03)%

Interest Rate                     (1.41)    (0.79)      (1.03)

Equity                            (1.61)    (0.86)      (1.26)
Commodity                         (1.75)    (1.07)      (1.36)
Aggregate Value at Risk           (4.36)%   (2.19)%     (3.07)%


Limitations on Value at Risk as an Assessment of Market Risk

The  face  value  of the market sector instruments  held  by  the

Partnership  is  typically  many  times  the  applicable   margin

requirements, as such margin requirements generally range between

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

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

by   the   Partnership  is  typically  many   times   the   total

capitalization  of the Partnership.  The financial  magnitude  of

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

not  typically found in other investment vehicles.   Due  to  the

relative  size  of the positions held, certain market  conditions

may  cause  the Partnership to incur losses greatly in excess  of

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

well  as  the  past  performance of  the  Partnership,  gives  no

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

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



<PAGE>

which  include the following: past changes in market risk factors

will  not  always yield accurate predictions of the distributions

and correlations of future market movements; changes in portfolio

value  in  response  to  market movements  may  differ  from  the

responses implicit in a VaR model; published VaR results  reflect

past  trading  positions  while future  risk  depends  on  future

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

capture the market risk of positions that cannot be liquidated or

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

used  for  VaR  estimation may provide only limited insight  into

losses  that  could  be  incurred under  certain  unusual  market

movements.


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

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

aggregate  basis at September 30, 1999 and for  the  end  of  the

three  calendar  quarter reporting periods  from  March  1,  1999

through  September  30, 1999. Since VaR is  based  on  historical

data, VaR should not be viewed as predictive of the Partnership's

future financial performance or its ability to manage and monitor

risk  and there can be no assurance that the Partnership's actual

losses  on  a  particular  day will not exceed  the  VaR  amounts

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

trading days.


Non-Trading Risk

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

balances not needed for margin.  However, such balances, as well



<PAGE>

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

Partnership  also maintains a substantial portion  (approximately

76%) of its 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  the

potential  losses caused by such movements, taking  into  account

the   leverage,  optionality  and  multiplier  features  of   the

Partnership's market-sensitive instruments.



Qualitative Disclosures Regarding Primary Trading Risk Exposures

The following qualitative disclosures regarding the Partnership's

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

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

the  Partnership  manages  its primary market  risk  exposures  -

constitute  forward-looking  statements  within  the  meaning  of

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

Securities  Exchange Act.  The Partnership's primary market  risk

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

Demeter  and the Trading Advisor for managing such exposures  are

subject  to numerous uncertainties, contingencies and risks,  any

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

risk controls to differ materially from the objectives of such





<PAGE>

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 as of September 30, 1999, 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 at

September 30, 1999 was in the currency sector.  The Partnership's

currency  exposure  is  to exchange rate fluctuations,  primarily

fluctuations  which disrupt the historical pricing  relationships

between  different currencies and currency pairs.  Interest  rate

changes  as  well  as  political and general economic  conditions

influence these fluctuations.  The Partnership trades in a  large

number  of  currencies, including cross-rates -  i.e.,  positions

between two currencies other than the U.S. dollar.  For the third

quarter  of 1999, the Partnership's major exposures were  in  the

euro   currency  crosses  and  outright  U.S.  dollar  positions.

(Outright  positions  consist  of  the  U.S.  dollar  vs.   other

currencies.  These other currencies include the major and minor

<PAGE>

currencies).   Demeter does not anticipate that the risk  profile

of the Partnership's currency sector will change significantly in

the  future.   The  currency trading VaR figure includes  foreign

margin  amounts  converted into U.S. dollars with an  incremental

adjustment  to  reflect the exchange rate risk  inherent  to  the

dollar-based  Partnership  in  expressing  VaR  in  a  functional

currency other than dollars.

      Interest Rate.  The Partnership's exposure in the  interest

rate  market  complex  was  spread  across  the  U.S.,  Japanese,

European  and  German  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.  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.   Consequently,  even  a

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





<PAGE>

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

steady.

     Equity.  The primary equity exposure is to equity price risk

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

Partnership  are  by  law  limited to  futures  on  broadly-based

indices.   As  of  September 30, 1999, the Partnership's  primary

exposures were in the Nikkei (Japan) 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. and  Japanese

indices.   (Static markets would not cause major  market  changes

but  would  make it difficult for the Partnership to avoid  being

"whipsawed" into numerous small losses).

     Commodity.

     Energy.   On  September  30, 1999, the Partnership's  energy

exposure  was shared by futures contracts in the oil and  natural

gas  markets.   Price  movements in  these  markets  result  from

political developments in the Middle East, weather patterns,  and

other  economic fundamentals.  As oil prices have increased about

100%  this  year, and, given that the agreement by  OPEC  to  cut

production  is  approaching  expiration  in  March  2000,  it  is

possible   that   volatility  will  remain  on  the   high   end.

Significant  profits  and losses have been and  are  expected  to

continue to be experienced in this market.  Natural gas,  also  a

primary  energy  market exposure, has exhibited  more  volatility

than  the  oil  markets on an intra-day and daily  basis  and  is

expected to continue in this choppy pattern.



     <PAGE>

     Soft  Commodities and Agriculturals.  On September 30, 1999,

the  Partnership  had  a reasonable amount  of  exposure  in  the

markets  that  comprise  these sectors.  Most  of  the  exposure,

however,  was in the sugar, corn and coffee markets.  Supply  and

demand   inequalities,  severe  weather  disruption  and   market

expectations affect price movements in these markets.

     Metals.  The Partnership's primary metals market exposure is

to  fluctuations  in  the price of gold.   Although  the  Trading

Advisor  will  from  time  to  time trade  base  metals  such  as

aluminum, copper and zinc, the principal market exposures of  the

Partnership  have  consistently  been  in  precious  metals.    A

significant amount of exposure was evident in the gold market  as

the  price  of  gold  increased  dramatically  following  bullish

comments by the European Central Bank.  Demeter anticipates  that

gold  will  remain  the primary metals market  exposure  for  the

Partnership.



Qualitative Disclosures Regarding Non-Trading Risk Exposure

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

Partnership as of September 30, 1999:



Foreign  Currency  Balances.  The Partnership's  primary  foreign

currency  balances  are  in Japanese yen, Singapore  dollars  and

Swiss  francs. The Partnership controls the non-trading  risk  of

these  balances by regularly converting these balances back  into

dollars upon liquidation of the respective positions.



<PAGE>

Qualitative Disclosures Regarding Means of Managing Risk Exposure

The  means  by  which  the Partnership and  the  Trading  Advisor

attempt  to  manage the risk of the Partnership's open  positions

are essentially the same in all market categories traded. Demeter

attempts  to  manage  the Partnership's market  exposure  by  (i)

diversifying  the  Partnership's assets  among  different  market

sectors   and  trading  approaches,  and  (ii),  monitoring   the

performance  of  the  Trading  Advisor  on  a  daily  basis.   In

addition,   the   Trading  Advisor  establishes   diversification

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

committed  to  positions  in any one  market  sector  or  market-

sensitive instrument.



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

trading   instrument,  cash,  which  is  the   only   Partnership

investment directed by Demeter, rather than the Trading Advisor.

























<PAGE>

                   PART II.  OTHER INFORMATION



Item 1.  LEGAL PROCEEDINGS

The  following supplements Legal Proceedings previously disclosed

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



In  the  New  York  action, the motion  to  dismiss  the  amended

complaint  with prejudice has been fully briefed and  argued  and

the Dean Witter Parties are awaiting the New York Supreme Court's

decision.



In  the  California action, on September 24, 1999,  the  Superior

Court in the State of California entered an order dismissing  the

consolidated amended complaint without prejudice on consent.



Item 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

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

tration Statement on Form S-1, which became effective on November

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



The managing underwriter is DWR.



Through  September  30,  1999,  2,191,642.042  Units  were  sold,

leaving  808,357.958 Units unsold as of September 30, 1999.   The

aggregate price of the Units sold through September 30, 1999  was

$22,316,852.





<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 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)

November 12, 1999           By:  /s/ Lewis A. Raibley, III
                                     Lewis A. Raibley, III
                                     Director and Chief Financial
                                      Officer




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