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 March 31, 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>

               MORGAN STANLEY DEAN WITTER CHARTER MILLBURN L.P.

                    INDEX TO QUARTERLY REPORT ON FORM 10-Q

                               MARCH 31, 1999


PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements

          Statement of Financial Condition March 31, 1999
          (Unaudited)...................................................    2

          Statement of Operations for the Period from March
          1, 1999 (commencement of operations) to March 31,
          1999 (Unaudited)..............................................    3

          Statement of Changes in Partners' Capital for the
          Period from March 1, 1999 (commencement of
          operations) to March 31, 1999 (Unaudited).....................     4

          Statement of Cash Flows for the Period from
          March 1, 1999 (commencement of operations) to
          March 31, 1999 (Unaudited)....................................     5

          Notes to Financial Statements (Unaudited).....................  6-14

Item 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations................. 15-20

Item 3.   Quantitative and Qualitative Disclosures about
          Market Risk .................................................. 20-31

PART II.  OTHER INFORMATION

Item 1    Legal Proceedings............................................. 32-33

Item 2.   Change in Securities and Use of Proceeds......................    34

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


<PAGE>

                         PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

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



                                                                 MARCH 31,
                                                                    1999   
                                                                 ---------
                                                                      $
                                                                (Unaudited)
ASSETS

Equity in futures interests trading accounts:
   Cash                                                          4,797,221
   Net unrealized gain on open contracts                            31,915
                                                                 ---------

        Total Trading Equity                                     4,829,136

Subscriptions receivable                                         2,846,001
Interest receivable (DWR and Carr)                                  16,876
                                                                 ---------

        Total Assets                                             7,692,013
                                                                 =========

LIABILITIES AND PARTNERS' CAPITAL

Liabilities

   Accrued brokerage fee (DWR)                                      28,204
   Accrued management fee                                            8,058
                                                                 ---------

        Total Liabilities                                           36,262
                                                                 ---------

Partners' Capital

   Limited Partners (761,005.937 Units)                          7,571,062
   General Partner (8,512.563 Units)                                84,689
                                                                 ---------

   Total Partners' Capital                                       7,655,751
                                                                 ---------

   Total Liabilities and Partners' Capital                       7,692,013
                                                                 =========

NET ASSET VALUE PER UNIT                                              9.95
                                                                 =========




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


                                    - 2 -

<PAGE>

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



                                              FOR THE PERIOD FROM
                                                  MARCH 1, 1999
                                                (COMMENCEMENT OF
                                                 OPERATIONS) TO
                                                 MARCH 31, 1999 
                                                 --------------
                                                        $

REVENUES
   Trading gain (loss):
      Realized                                       (37,662)
      Net change in unrealized                        31,915
                                                     -------
        Total Trading Results                         (5,747)

   Interest Income (DWR and Carr)                     16,876
                                                     -------

        Total Revenues                                11,129
                                                     -------

EXPENSES

   Brokerage fees (DWR)                               28,204
   Management fees                                     8,058
                                                     -------

      Total Expenses                                  36,262
                                                     -------

NET LOSS                                             (25,133)
                                                     =======

NET LOSS ALLOCATION

   Limited Partners                                  (24,822)
   General Partner                                      (311)

NET LOSS PER UNIT

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




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

                                    - 3 -

<PAGE>

               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 March 31, 1999
                                  (Unaudited)





                        UNITS OF
                       PARTNERSHIP     LIMITED        GENERAL
                         INTEREST      PARTNERS       PARTNER         TOTAL
                       -----------   -----------    -----------    -----------


Partners' Capital
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
                       ===========   ===========    ===========    ===========






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


                                    - 4 -

<PAGE>

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



                                                        FOR THE PERIOD FROM
                                                            MARCH 1, 1999
                                                          (COMMENCEMENT OF
                                                           OPERATIONS) TO
                                                           MARCH 31, 1999
                                                           --------------
                                                                  $

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss                                                        (25,133)

Noncash item included in net loss:
      Net change in unrealized                                  (31,915)

Increase in operating assets:
      Interest receivable (DWR and Carr)                        (16,876)

Increase in operating liabilities:
      Accrued brokerage fee (DWR)                                28,204

      Accrued management fee                                      8,058
                                                             ----------

Net cash used for operating activities                          (37,662)
                                                             ----------

CASH FLOWS FROM FINANCING ACTIVITIES

   Initial offering                                           4,834,883
   Offering of units                                          2,846,001
   Increase in subscriptions receivable                      (2,846,001)
                                                             ----------

Net cash provided by financing activities                     4,834,883
                                                             ----------

Net increase in cash                                          4,797,221

Balance at beginning of period                                     --   
                                                             ----------

Balance at end of period                                      4,797,221
                                                             ==========



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


                                    - 5 -

<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 in the  speculative  trading  of  futures  and
forward  contracts,   physical  commodities  and  other  commodities  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.


                                     - 6 -
<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.


                                     - 7 -
<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 Unit 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.


                                     - 8 -

<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.

Continuing  Offering - Units of the  Partnership 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.


                                     - 9 -

<PAGE>


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
the end of each month thereafter, Limited 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


                                    - 10 -

<PAGE>

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


occur as defined in the Partnership's Limited Partnership Agreement.

2.  RELATED PARTY TRANSACTIONS

The Partnership  pays a brokerage fee to DWR on trades executed on its behalf as
described in Note 1. 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.

3.  FINANCIAL INSTRUMENTS

The Partnership trades futures and forward contracts,  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  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,


                                    - 11 -

<PAGE>

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


"Accounting for Derivative  Instruments and Hedging  Activities"  effective for
fiscal years  beginning  after June 15, 1999.  The  Partnership  has elected to
adopt the  provisions  of SFAS No. 133  beginning  with the quarter ended March
31, 1999.  SFAS No. 133  supersedes  SFAS No. 119 and No. 105,  which  required
the disclosure of average aggregate fair values and  contract/notional  values,
respectively,  of derivative financial  instruments for an entity which carries
its  assets at fair  value.  The  application  of SFAS No.  133 does not have a
significant effect on the Partnership's financial statements.

The net unrealized  gain on open contracts is reported as a component of "Equity
in futures interests  trading accounts" on the Statement of Financial  Condition
and totaled $31,915 at March 31, 1999.

Of the $31,915 net unrealized gain on open contracts at March 31, 1999,  $81,130
related  to   exchange-traded   futures   contracts  and  $(49,215)  related  to
off-exchange-traded forward currency contracts.

Exchange-traded  futures  contracts  held by the  Partnership at March 31, 1999
mature through November 1999. Off-exchange-traded forward


                                    - 12 -

<PAGE>

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


currency contracts held by the Partnership at March 31, 1999 mature through June
1999.

The  Partnership  is subject to the credit  risk  associated  with  counterparty
non-performance.  The credit risk  associated  with the instruments in which the
Partnership is involved is limited to the amounts reflected in the Partnership's
Statements of Financial  Condition.  DWR and Carr act as the futures  commission
merchants  or the  counterparties  with  respect  to most  of the  Partnership's
assets. Exchange-traded futures contracts are marked to market on a daily basis,
with  variations in value  settled on a daily basis.  Each of DWR and Carr, as a
futures commission merchant for all of the Partnership's exchange-traded futures
contracts,  are  required,  pursuant to  regulations  of the  Commodity  Futures
Trading Commission ("CFTC") to segregate from their own assets, and for the sole
benefit of their  commodity  customers,  all funds held by them with  respect to
exchange-traded  futures  contracts,  including  an  amount  equal  to  the  net
unrealized  gain on all open futures  contracts,  which funds, in the aggregate,
totaled $4,878,351 at March 31, 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


                                    - 13 -

<PAGE>

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


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).










                                    - 14 -

<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.


                                    - 15 -

<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
of Limited  Partnership  Interest  ("Unit(s)")  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 PERIOD 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  losses were  recorded  in the metals  markets  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


                                    - 16 -

<PAGE>


futures  positions as prices moved lower on profit taking.  In soft commodities,
losses were  experienced  from short  positions in coffee and cotton  futures on
technically motivated speculative buying and rumors that an influential merchant
turned  bullish early in March.  In the global  interest  rate futures  markets,
losses  were  recorded  early in March  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  agricultural  markets,  losses were recorded 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 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
1st. In the currency  markets,  gains were recorded 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.


                                    - 17 -

<PAGE>


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.  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


                                     - 18 -
<PAGE>


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  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


                                    - 19 -

<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 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 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


                                    - 20 -

<PAGE>


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 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


                                    - 21 -

<PAGE>


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 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


                                    - 22 -

<PAGE>


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 March 31,
1999.  As  of  March  31,  1999,  the  Partnership's  total  capitalization  was
approximately $8 million.

      PRIMARY MARKET                   MARCH 31, 1999
      RISK CATEGORY                    VALUE AT RISK
      -------------                    -------------

      Interest Rate                       (0.88)%
      Currency                            (1.82)
      Equity                              (1.31)
      Commodity                           (1.07)
      Aggregate Value at Risk             (2.67)%


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 March
31, 1999 only and is not  necessarily  representative  of either the historic or
future risk of an


                                    - 23 -

<PAGE>


investment  in the  Partnership.  Because  the  Partnership  has  only  been  in
operation for a single  reporting  period,  the high, low and average VaR of the
Partnership's  open  positions  are all  identical.  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.


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 table,  as well as the past
performance of the  Partnership,  gives no indication of such "risk of ruin". In
addition,  VaR risk measures should be interpreted in light of the methodology's
limitations, which include the following: past changes in market risk factors


                                    - 24 -

<PAGE>


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 table  presents the results of the  Partnership's  VaR for the
Partnership's market risk exposures and on an aggregate basis at March 31, 1999.
Since VaR is based on historical data, VaR should not be viewed as predictive of
the  Partnership's  future  financial  performance  or its ability to manage and
monitor risk and there can be no assurance that the Partnership's  actual losses
on a  particular  day will not exceed  the VaR  amounts  indicated  or that such
losses will not occur more than 1 in 100 trading days.

NON-TRADING RISK

The  Partnership  has  non-trading  market risk on its foreign cash balances not
needed for margin.  However,  such balances, as well as any market risk they may
represent, are immaterial.  The Partnership also maintains a substantial portion
(approximately


                                    - 25 -

<PAGE>


88%) 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  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,


                                    - 26 -

<PAGE>


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, 1999, by market  sector.  It may be  anticipated  however,  that these
market exposures will vary materially over time.

      INTEREST RATE.  Interest rate risk is the principal market exposure of the
Partnership.  Interest rate movements directly affect the price of the sovereign
bond futures  positions held by the  Partnership and indirectly 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
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  market
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  future positions held by
the Partnership are in  medium-to-long  term instruments.  Consequently,  even a
material change in short-term rates would


                                    - 27 -

<PAGE>


have little  effect on the  Partnership  were the  medium-to-long  term rates to
remain steady.

      CURRENCY.   The  Partnership's  currency  exposure  is  to  exchange  rate
fluctuations,  primarily  fluctuations  which  disrupt  the  historical  pricing
relationships   between   different   currencies  and  currency   pairs.   These
fluctuations  are  influenced  by interest rate changes as well as political and
general  economic  conditions.  The  Partnership  trades  in a large  number  of
currencies, including cross-rates - i.e., positions between two currencies other
than the U.S. dollar.  However,  the Partner-ship's major exposures are expected
to be  in  the  dollar/euro,  dollar/Swiss  franc  and  dollar/Singapore  dollar
positions.   Demeter  does  not   anticipate   that  the  risk  profile  of  the
Partnership's currency sector will change significantly in the future,  although
it is difficult at this point to predict the effect of the  introduction  of the
euro on the Trading Advisor's currency trading strategies.

      EQUITY. The Partnership's  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,  1999,  the
Partnership's primary exposures were in the Nikkei (Japan) and Hang Seng (China)
stock indices.  Demeter  anticipates  little,  if any,  trading in non-G-7 stock
indices.  The  Partnership  is  primarily  exposed to the risk of adverse  price
trends or static  markets in the major  U.S.,  European  and  Japanese  indices.
(Static markets


                                    - 28 -

<PAGE>


would  not cause  major  market  changes  but would  make it  difficult  for the
Partnership to avoid being "whipsawed" into numerous small losses).

        COMMODITY.

      METALS.   The   Partnership's   primary  metals  market   exposure  is  to
fluctuations  in the price of gold.  Although the Trading Advisor will from time
to time trade base  metals  such as  aluminum,  copper and zinc,  the  principal
market  exposures of the Partnership are expected to be in the precious  metals.
It should be noted that in general,  gold trading has been increasingly  limited
due to the  long-lasting  and mainly  non-volatile  decline in the price of gold
over the last 10-15 years. Demeter anticipates that gold will remain the primary
metals market exposure for the Partnership.

      SOFT COMMODITIES AND AGRICULTURALS.  The Partnership's primary commodities
exposure is to fluctuations in the price of soft commodities and  agriculturals,
which are often directly  affected by severe or unexpected  weather  conditions.
Coffee,  corn and sugar accounted for the substantial bulk of the  Partnership's
commodities  exposure at March 31, 1999.  Demeter  anticipates  that the Trading
Advisor will maintain an emphasis on coffee, corn and sugar.

      ENERGY.     The  Partnership's  primary energy market  exposure is to gas
and oil price  movements,  often  resulting from political  developments in the
Middle  East.  Although  the Trading  Advisor  trades  natural gas to a limited
extent,   oil  is  by  far  the  dominant   energy   market   exposure  of  the
Partnership. Oil prices


                                     - 29 -
<PAGE>


are currently  depressed,  but they can be volatile and substantial  profits and
losses have been and are expected to continue to be experienced in this market.

QUALITATIVE  DISCLOSURES  REGARDING  NON-TRADING RISK EXPOSURE The following was
the only non-trading risk exposure of the Partnership at March 31, 1999:

FOREIGN CURRENCY BALANCES.  The Partnership's  primary foreign currency balances
are in euros,  Singapore dollars and Swiss francs. The Partnership  controls the
non-trading  risk of these balances by regularly  converting these balances back
into U.S.  dollars at varying  intervals,  depending  upon such factors as size,
volatility, etc.

QUALITATIVE  DISCLOSURES  REGARDING MEANS OF MANAGING RISK EXPOSURE The means by
which the Partnership and the Trading Advisor, severally,  attempt to manage the
risk of the Partnership's  open positions are essentially the same in all market
categories traded.  Demeter attempts to manage the Partnership's market exposure
by (i) diversifying the Partnership's  assets among different market sectors and
trading approaches,  and (ii), monitoring the performance of the Trading Advisor
on a daily basis. In addition, the Trading Advisor establishes  diversi-fication
guidelines,  often  set in  terms  of the  maximum  margin  to be  committed  to
positions in any one market sector or market sensitive instrument.


                                    - 30 -

<PAGE>


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.









                                    - 31 -

<PAGE>

                          PART II. OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

On September 6, 10, and 20, 1996, and on March 13, 1997, similar purported class
actions were filed in the Superior Court of the State of  California,  County of
Los Angeles,  on behalf of all  purchasers  of interests in limited  partnership
commodity pools sold by DWR. Named defendants include DWR, Demeter,  Dean Witter
Futures & Currency Management Inc., MSDW (all such parties referred to hereafter
as the "Dean Witter Parties"), certain other limited partnership commodity pools
of which Demeter is the general  partner,  and certain trading advisors to those
pools.  On  June  16,  1997,  the  plaintiffs  in  the  above  actions  filed  a
consolidated  amended  complaint,   alleging,   among  other  things,  that  the
defendants  committed  fraud,  deceit,  negligent  misrepresenta-tion,   various
violations of the California Corporations Code, intentional and negligent breach
of fiduciary duty, fraudulent and unfair business practices,  unjust enrichment,
and  conversion  in the sale and  operation of the various  limited  partnership
commodity pools. Similar purported class actions were also filed on September 18
and 20, 1996,  in the Supreme  Court of the State of New York,  New York County,
and on November  14, 1996 in the Superior  Court of the State of  Delaware,  New
Castle County,  against the Dean Witter Parties and certain trading  advisors on
behalf of all purchasers of interests in various limited  partnership  commodity
pools sold by DWR. A consolidated and amended complaint in the action pending in
the  Supreme  Court  of the  State of New York was  filed on  August  13,  1997,
alleging that


                                    - 32 -

<PAGE>


the  defendants  committed  fraud,  breach  of  fiduciary  duty,  and  negligent
misrepresentation  in the sale and operation of the various limited  partnership
commodity pools. On December 16, 1997, upon motion of the plaintiffs, the action
pending in the Superior Court of the State of Delaware was voluntarily dismissed
without  prejudice.  The New York Supreme Court dismissed the New York action in
November 1998, but granted plaintiffs leave to file an amended complaint,  which
they did in early December  1998. The defendants  have filed a motion to dismiss
the amended complaint with prejudice on February 1, 1999. On April 12, 1999, the
defendants also filed a motion in the California action to oppose  certification
by the court of the class in the  California  litigation.  The  complaints  seek
unspecified amounts of compensatory and punitive damages and other relief. It is
possible that additional similar actions may be filed and that, in the course of
these  actions,  other  parties  could be added as  defendants.  The Dean Witter
Parties  believe  that they have strong  defenses  to, and they will  vigorously
contest, the actions.  Although the ultimate outcome of legal proceedings cannot
be predicted with certainty,  it is the opinion of management of the Dean Witter
Parties  that the  resolution  of the actions  will not have a material  adverse
effect on the  financial  condition or the results of  operations  of any of the
Dean Witter Parties.


                                      - 33 -

<PAGE>

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  offering  commenced  on February  26,  1999 (the  "Initial  Offering").  In
addition to the Initial Offering, Units are being sold at monthly closings as of
the last day of each month at a price  equal to 100% of the Net Asset Value of a
Unit as of the date of such monthly closing. The managing underwriter is DWR.

The aggregate  price of the offering amount  registered was  $30,000,000  (based
upon the initial offering price of $10.00 per Unit).

Through March 31, 1999, 761,005.937 Units were sold, leaving 2,238,994.063 Units
unsold as of March 31, 1999. The aggregate price of the Units sold through March
31, 1999 was $7,595,884.

Since no expenses are chargeable  against proceeds,  100% of the proceeds of the
offering have been applied to the working  capital of the Partnership for use in
accordance with the "Investment Programs,  Use of Proceeds and Trading Policies"
section of the prospectus included as part of the Registration Statement.


                                    - 34 -

<PAGE>

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K
       (A)  Exhibits
ITEM

 3.01       Form of Limited Partnership Agreement of the Partner-ship,  dated as
            of November 6, 1998,  is  incorporated  by reference to Exhibit A of
            the Partnership's Prospectus, dated November 6, 1998, filed with the
            Securities and Exchange  Commission pursuant to Rule 424(b)(3) under
            the Securities Act of 1933, as amended, on November 12, 1998.

 3.02       Certificate  of Limited  Partnership,  dated July 15, 1998, is filed
            herewith.

10.01       Management  Agreement,  dated as of  November  6,  1998,  among  the
            Partnership,  Demeter Management Corporation and Millburn Ridgefield
            Corporation is filed herewith.

10.02       Customer  Agreement,  dated as of  November  6,  1998,  between  the
            Partnership and Dean Witter Reynolds Inc. is filed herewith.

10.03       Customer  Agreement,  dated  as  of  November  6,  1998,  among  the
            Partnership,  Carr Futures,  Inc., and Dean Witter  Reynolds Inc. is
            filed herewith.

10.04       International  Foreign  Exchange  Master  Agreement,   dated  as  of
            November 6, 1998, between the Partnership and Carr Futures,  Inc. is
            filed herewith.

10.05       Subscription  and  Exchange  Agreement  and Power of  Attorney to be
            executed by each purchaser of Units is  incorporated by reference to
            Exhibit B of the  Partnership's  Prospectus  dated November 6, 1998,
            filed with the Securities and Exchange  Commission  pursuant to Rule
            424(b)(3) under the Securities Act of 1933, as amended,  on November
            12, 1998.

10.06       Escrow  Agreement,  dated November 6, 1998,  among the  Partnership,
            Demeter  Management  Corporation,  Dean Witter  Reynolds  Inc.,  and
            Chemical Bank is filed herewith.

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


                                    - 35 -
<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 17, 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.





                                     - 36 -