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

	FORM 10-Q



[X]	Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended June 30, 2003 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 Number 0-25605

	MORGAN STANLEY 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.)


Demeter Management Corporation
825 Third Avenue, 9th Floor
New York, NY						 		    10022
(Address of principal executive offices)	  	      (Zip Code)

Registrant's telephone number, including area code (212) 310-6444





(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 CHARTER MILLBURN L.P.

	INDEX TO QUARTERLY REPORT ON FORM 10-Q

	June 30, 2003

<caption>

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

				<c>
		Statements of Financial Condition as of June 30, 2003
		(Unaudited) and December 31, 2002...........................2

		Statements of Operations for the Quarters Ended
		June 30, 2003 and 2002 (Unaudited)..........................3

		Statements of Operations for the Six Months Ended
		June 30, 2003 and 2002 (Unaudited)..........................4

		Statements of Changes in Partners? Capital for the Six
	  Months Ended June 30, 2003 and 2002 (Unaudited).............5

		Statements of Cash Flows for the Six Months Ended
		June 30, 2003 and 2002 (Unaudited)..........................6

		Notes to Financial Statements (Unaudited)................7-11

Item 2. Management's Discussion and Analysis of
		   Financial Condition and Results of Operations........12-20

Item 3. Quantitative and Qualitative Disclosures about
		   Market Risk.........................................21-34

Item 4. Controls and Procedures................................34


Part II. OTHER INFORMATION

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

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

Item 5. Other Information.......................................36

Item 6. Exhibits and Reports on Form 8-K.....................36-38
</table>


<page> <table> PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

	MORGAN STANLEY CHARTER MILLBURN L.P.
	STATEMENTS OF FINANCIAL CONDITION
<caption>
				June 30,	December 31,
				       2003       	       2002
				$	$
				(Unaudited)
ASSETS

			<c>	<c>
Equity in futures interests trading accounts:
	Cash		55,299,981	40,616,156

	Net unrealized gain on open contracts (MS&Co.)	214,357	2,778,058
	Net unrealized loss on open contracts (MSIL)	          ?  	     (136,681)

	Total net unrealized gain on open contracts	      214,357	      2,641,377

		Total Trading Equity	55,514,338	43,257,533

Subscriptions receivable	3,826,194	1,528,398
Interest receivable (Morgan Stanley DW)	        49,761	           48,632

		Total Assets	  59,390,293	    44,834,563

LIABILITIES AND PARTNERS' CAPITAL

Liabilities

	Redemptions payable	389,252	266,141
	Accrued brokerage fees (Morgan Stanley DW)	327,228	222,620
	Accrued management fees	        96,957	           65,961

		Total Liabilities	      813,437	         554,722

Partners' Capital

	Limited Partners (4,923,514.166 and
		3,916,281.429 Units, respectively)	57,961,308	43,800,015
	General Partner (52,287.651 and
		42,902.576 Units, respectively)	      615,548	         479,826

		Total Partners' Capital	  58,576,856	    44,279,841

		Total Liabilities and Partners' Capital	    59,390,293	    44,834,563


NET ASSET VALUE PER UNIT	             11.77	             11.18
<fn>
	The accompanying notes are an integral part
	of these financial statements.
</table>
<page> <table>	MORGAN STANLEY CHARTER MILLBURN L.P.
	STATEMENTS OF OPERATIONS
(Unaudited)

<caption>

				    For the Quarters Ended June 30,

				       2003       	       2002
				$	$

REVENUES

			<c>	<c>
	Trading profit (loss):
		Realized	471,716	(974,211)
		Net change in unrealized	    3,361,425	      5,894,420

			Total Trading Results 	3,833,141	4,920,209

	Interest income (Morgan Stanley DW)	        158,460	         129,572

			Total	    3,991,601	      5,049,781


EXPENSES

	Brokerage fees (Morgan Stanley DW)	885,133	510,043
	Management fees	      262,263	         149,256

			Total	    1,147,396	         659,299


NET INCOME	    2,844,205   	      4,390,482

NET INCOME ALLOCATION

	Limited Partners	2,813,914	4,343,407
	General Partner	30,291	47,075


NET INCOME PER UNIT

	Limited Partners	0.66	1.30
	General Partner	0.66	1.30


<fn>


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



<page> <table>	MORGAN STANLEY CHARTER MILLBURN L.P.
	STATEMENTS OF OPERATIONS
(Unaudited)

<caption>

				    For the Six Months Ended June 30,

				       2003       	       2002
				$	$

REVENUES

			<c>	<c>
	Trading profit (loss):
		Realized	7,038,849	876,605
		Net change in unrealized	   (2,427,020)	      3,839,178

			Total Trading Results 	4,611,829	4,715,783

	Interest income (Morgan Stanley DW)	      332,236	         254,994

			Total	    4,944,065	      4,970,777


EXPENSES

	Brokerage fees (Morgan Stanley DW)	1,702,641	1,039,079
	Management fees	504,488	300,409
	Incentive fees	     476,219	             ?

			Total	   2,683,348	      1,339,488


NET INCOME	   2,260,717	      3,631,289


NET INCOME ALLOCATION

	Limited Partners	2,234,995	3,592,701
	General Partner	25,722	38,588


NET INCOME PER UNIT

	Limited Partners	0.59	1.06
	General Partner	0.59	1.06


<fn>


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

<page> <table> MORGAN STANLEY CHARTER MILLBURN L.P.
	STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
	For the Six Months Ended June 30, 2003 and 2002
	(Unaudited)

<caption>





				Units of
				Partnership	Limited	General
				       Interest       	    Partners    	     Partner     	      Total
					$	$	$

			<c>	<c>	<c>	<c>
Partners? Capital,
	December 31, 2001	3,275,652.396	29,883,431	335,170	30,218,601

Offering of Units	451,018.134	4,120,026                   ?	 	4,120,026

Net Income	?	3,592,701	38,588	3,631,289

Redemptions	   (335,710.091)	   (3,085,995)                 ?  	  (3,085,995)

Partners? Capital,
	June 30, 2002	  3,390,960.439	  34,510,163	     373,758	 34,883,921




Partners? Capital,
	December 31, 2002	3,959,184.005	43,800,015	479,826	44,279,841

Offering of Units	1,327,871.776	15,547,182	110,000	15,657,182

Net Income	?	2,234,995	25,722	2,260,717

Redemptions	   (311,253.964)	   (3,620,884)                 ?  	  (3,620,884)

Partners? Capital,
	June 30, 2003	  4,975,801.817	  57,961,308	     615,548	 58,576,856



<fn>



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


<page> <table> MORGAN STANLEY CHARTER MILLBURN L.P.
	STATEMENTS OF CASH FLOWS
(Unaudited)



<caption>


				    For the Six Months Ended June 30,

				       2003       	       2002
				$	$

CASH FLOWS FROM OPERATING ACTIVITIES

			<c>	<c>
Net income	2,260,717	3,631,289
Noncash item included in net income:
	Net change in unrealized	2,427,020	(3,839,178)

(Increase) decrease in operating assets:
	Interest receivable (Morgan Stanley DW)	(1,129)	2,256

Increase in operating liabilities:
	Accrued brokerage fees (Morgan Stanley DW)	104,608	937
	Accrued management fees	       30,996	             2,070

Net cash provided by (used for) operating activities	   4,822,212	        (202,626)


CASH FLOWS FROM FINANCING ACTIVITIES

Offering of Units	15,657,182	4,120,026
(Increase) decrease in subscriptions receivable	(2,297,796)	247,537
Increase in redemptions payable	123,111	215,008
Redemptions of Units	   (3,620,884)	     (3,085,995)

Net cash provided by financing activities	    9,861,613	      1,496,576

Net increase in cash	14,683,825	1,293,950

Balance at beginning of period	  40,616,156	    28,407,799

Balance at end of period	  55,299,981	    29,701,749




<fn>

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

</table>


<page> MORGAN STANLEY CHARTER MILLBURN L.P.
NOTES TO FINANCIAL STATEMENTS

June 30, 2003

(Unaudited)


The unaudited financial statements contained herein include, in
the opinion of management, all adjustments necessary for a fair
presentation of the results of operations and financial condition
of Morgan Stanley Charter Millburn L.P. (the ?Partnership?).  The
financial statements and condensed notes herein should be read in
conjunction with the Partnership's December 31, 2002 Annual Report
on Form 10-K.

1.  Organization
Morgan Stanley Charter Millburn L.P. is a Delaware limited
partnership organized to engage primarily in the speculative
trading of futures contracts, options on futures contracts and
forward contracts on physical commodities and other commodity
interests, including, but not limited to, foreign currencies,
financial instruments, metals, energy and agricultural products.
The Partnership is one of the Morgan Stanley Charter series of
funds, comprised of the Partnership, Morgan Stanley Charter
Campbell L.P., Morgan Stanley Charter Graham L.P., and Morgan
Stanley Charter MSFCM L.P.



<page> MORGAN STANLEY CHARTER MILLBURN L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

The Partnership?s general partner is Demeter Management
Corporation (?Demeter?).  The non-clearing commodity broker is
Morgan Stanley DW Inc. (?Morgan Stanley DW?).  The clearing
commodity brokers are Morgan Stanley & Co. Incorporated (?MS &
Co.?) and Morgan Stanley & Co. International Limited (?MSIL?).
Demeter, Morgan Stanley DW, MS & Co. and MSIL are wholly-owned
subsidiaries of Morgan Stanley. Millburn Ridgefield Corporation
(the ?Trading Advisor?) is the trading advisor to the Partnership.

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

3.  Financial Instruments
The Partnership trades futures contracts, options on futures
contracts and forward contracts on physical commodities and other
commodity interests, including, but not limited to, 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
<page> MORGAN STANLEY CHARTER MILLBURN L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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

The market value of contracts is based on closing prices quoted by
the exchange, bank or clearing firm through which the contracts
are traded.

The Partnership?s contracts are accounted for on a trade-date
basis and marked to market on a daily basis.  The Partnership
accounts for its derivative investments in accordance with the
provisions of Statement of Financial Accounting Standards No.
133, ?Accounting for Derivative Instruments and Hedging
Activities? (?SFAS No. 133?).  SFAS No. 133 defines a derivative
as a financial instrument or other contract that has all three of
the following characteristics:

1)	One or more underlying notional amounts or payment
provisions;
2)	Requires no initial net investment or a smaller initial net
investment than would be required relative to changes in
market factors;
<page> MORGAN STANLEY CHARTER MILLBURN L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

3)	Terms require or permit net settlement.

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

The net unrealized gains (losses) on open contracts, reported as a
component of ?Equity in futures interests trading accounts? on the
statements of financial condition, and their longest contract
maturities were as follows:

	Net Unrealized Gains (Losses)
	on Open Contracts	    Longest Maturities

	Exchange-	  Off-Exchange-		Exchange- 	 Off-Exchange-
Date	  Traded  	    Traded   	  Total  	   Trade  	  Traded
	$	  $	  $

Jun. 30, 2003   1,245,405	(1,031,048)	214,357	Dec. 2003	Sep. 2003
Dec. 31, 2002	2,330,599	310,778	2,641,377	Mar. 2003	Mar. 2003

The Partnership has 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.



The Partnership also has credit risk because Morgan Stanley DW,
MS & Co. and MSIL act as the futures commission merchants or the
counterparties with respect to most of the Partnership?s assets.
<page> MORGAN STANLEY CHARTER MILLBURN L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)


Exchange-traded futures and futures-styled options contracts are
marked to market on a daily basis, with variations in value
settled on a daily basis.  Morgan Stanley DW, MS & Co. and MSIL,
each as a futures commission merchant for the Partnership?s
exchange-traded futures and futures-styled options contracts, are
required, pursuant to regulations of the Commodity Futures
Trading Commission (?CFTC?), to segregate from their own assets,
and for the sole benefit of their commodity customers, all funds
held by them with respect to exchange-traded futures and futures-
styled options contracts, including an amount equal to the net
unrealized gains (losses) on all open futures and futures-styled
options contracts, which funds, in the aggregate, totaled
$56,545,386 and $42,946,755 at June 30, 2003 and December 31,
2002, respectively. With respect to the Partnership?s off-
exchange-traded forward currency contracts, there are no daily
settlements of variations in value nor is there any requirement
that an amount equal to the net unrealized gains (losses) 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 MS & Co., the sole counterparty on all of
such contracts, to perform.  The Partnership has a netting
agreement with MS & Co.  This agreement, which seeks to reduce
both the Partnership?s and MS & Co.?s exposure on off-exchange-
<page> MORGAN STANLEY CHARTER MILLBURN L.P.
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)

traded forward currency contracts, should materially decrease the
Partnership?s credit risk in the event of MS & Co.?s bankruptcy
or insolvency.


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


Liquidity. The Partnership deposits its assets with Morgan Stanley
DW as non-clearing broker and MS & Co. and MSIL as clearing
brokers in separate futures, forwards and options trading accounts
established for the Trading Advisor, which assets are used as
margin to engage in trading. The assets are held in either non-
interest bearing bank accounts or in securities and instruments
permitted by the CFTC for investment of customer segregated or
secured funds.  The Partnership?s assets held by the commodity
brokers may be used as margin solely for the Partnership?s
trading.  Since the Partnership?s sole purpose is to trade in
futures, forwards and options, it is expected that the Partnership
will continue to own such liquid assets for margin purposes.

The Partnership?s investment in futures, forwards and options may,
from time to time, be illiquid.  Most U.S. futures exchanges limit
fluctuations in prices during a single day by regulations referred
to as ?daily price fluctuations limits? or ?daily limits?.  Trades
may not be executed at prices beyond the daily limit.  If the
price for a particular futures or options contract has increased
or decreased by an amount equal to the daily limit, positions in
that futures or options contract can neither be taken nor
liquidated unless traders are willing to effect trades at or
within the limit.  Futures prices have occasionally moved the
daily limit for several consecutive days with little or no
<page> trading.  These market conditions could prevent the
Partnership from promptly liquidating its futures or options
contracts and result in restrictions on redemptions.

There is no limitation on daily price moves in trading forward
contracts on foreign currencies.  The markets for some world
currencies have low trading volume and are illiquid, which may
prevent the Partnership from trading in potentially profitable
markets or prevent the Partnership from promptly liquidating
unfavorable positions in such markets, subjecting it to
substantial losses.  Either of these market conditions could
result in restrictions on redemptions.

The Partnership has never had illiquidity affect a material
portion of its assets.  Furthermore, there are no material trends,
demands, commitments, events or uncertainties known at the present
time that will result in, or that are reasonably likely to result
in, the Partnership?s liquidity increasing or decreasing in any
material way.

Capital Resources.  The Partnership does not have, nor expect to
have, any capital assets.  Redemptions, exchanges and sales of
additional units of limited partnership interest (?Unit(s)?) in
the future will affect the amount of funds available for
investment in futures, forwards and options in subsequent periods.
<page> It is not possible to estimate the amount, and therefore
the impact, of future redemptions of Units.

There are no known material trends, favorable or unfavorable, that
would affect, nor any expected material changes to, the
Partnership?s capital resource arrangements at the present time.
The Partnership has no off-balance sheet arrangements, nor
contractual obligations or commercial commitments to make future
payments that would affect the Partnership?s liquidity or capital
resources.  The contracts traded by the Partnership are accounted
for on a trade-date basis and marked to market on a daily basis.
The value of futures contracts is the settlement price on the
exchange on which that futures contract is traded on a particular
day and the value of foreign currency forward contracts is based
on the spot rate as of the close of business, New York City time,
on a given day.

Results of Operations
General.  The Partnership?s results depend on the Trading Advisor
and the ability of the Trading Advisor?s trading programs to take
advantage of price movements or other profit opportunities in the
futures, forwards and options markets.  The following presents a
summary of the Partnership's operations for the three and six
month periods ended June 30, 2003 and 2002, and a general
discussion of its trading activities during each period.  It is
important to note, however, that the Trading Advisor trades in
<page> various markets at different times and that prior activity
in a particular market does not mean that such market will be
actively traded by the Trading Advisor or will be profitable in
the future. Consequently, the results of operations of the
Partnership are difficult to discuss other than in the context of
the Trading Advisor's trading activities on behalf of the
Partnership and how the Partnership has performed in the past.

The Partnership?s results of operations set forth in the
financial statements on pages 2 through 11 of this report were
prepared in accordance with accounting principles generally
accepted in the United States of America, which require the use
of certain accounting policies that affect the amounts reported
in these financial statements, including the following:  The
contracts the Partnership trades are accounted for on a trade-
date basis and marked to market on a daily basis.  The difference
between their cost and market value is recorded on the Statements
of Operations as ?Net change in unrealized profit/loss? for open
(unrealized) contracts, and recorded as ?Realized profit/loss?
when open positions are closed out, and the sum of these amounts
constitutes the Partnership?s trading revenues.  Interest income
revenue, as well as management fees, incentive fees and brokerage
fees expenses of the Partnership are recorded on an accrual
basis.

<page> Demeter believes that, based on the nature of the
operations of the Partnership, no assumptions relating to the
application of critical accounting policies other than those
presently used could reasonably affect reported amounts.

For the Quarter and Six Months Ended June 30, 2003
For the quarter ended June 30, 2003, the Partnership recorded
total trading revenues, including interest income, of $3,991,601
and posted an increase in net asset value per Unit.  The most
significant gains of approximately 6.6% were recorded in the
global interest rate markets from long positions in Japanese,
European, and U.S. interest rate futures as prices trended higher
amid speculation of an interest rate cut by the U.S. Federal
Reserve and lingering doubts concerning a global economic
recovery.  Additional gains of approximately 3.5% were established
in the currency markets from long positions in the euro versus the
U.S. dollar as the value of the euro rose to an all time high
following the decision by the European Central Bank to leave
interest rates unchanged.  A portion of the Partnership?s overall
gains for the quarter was offset by losses of approximately 1.7%
recorded in the energy markets from long positions in natural gas
futures as prices reversed sharply lower during June following
news of larger than expected U.S. reserves. Additional losses of
approximately 1.2% in the agricultural markets were incurred from
positions in corn futures as prices moved without consistent
direction amid weather related concerns throughout the U.S.
<page> midwest.  Total expenses for the three months ended June
30, 2003 were $1,147,396, resulting in net income of $2,844,205.
The net asset value of a Unit increased from $11.11 at March 31,
2003 to $11.77 at June 30, 2003.

For the six months ended June 30, 2003, the Partnership recorded
total trading revenues, including interest income, of $4,944,065
and posted an increase in net asset value per Unit.  The most
significant gains of approximately 9.2% in the global interest
rate markets were produced from long positions in German and U.S.
interest rate futures as prices moved higher during February as
investors continued to seek the ?safe haven? of fixed income
investments in response to prolonged uncertainty in global equity
markets.  During May, long positions in European, U.S., and
Japanese interest rate futures recorded gains as prices trended
higher amid speculation of an interest rate cut by the Federal
Reserve and lingering doubts concerning a global economic
recovery.  Additional gains of approximately 2.7% in the energy
markets resulted from long positions in natural gas futures as
prices jumped sharply higher during February amid fears that
extremely cold weather in the U.S. northeast and midwest could
further deplete already diminished supplies.  A portion of the
Partnership?s overall gains was offset by losses of approximately
1.3% in the agricultural markets from positions in corn futures as
prices moved without consistent direction amid weather related
concerns throughout the U.S. midwest.  Smaller losses of
<page> approximately 0.4% were incurred in the currency markets
primarily during March from positions in the Japanese yen versus
the U.S. dollar as the Japanese currency initially reversed lower
and then moved without consistent direction in response to
changing perceptions regarding the progress of military action
against Iraq.  Total expenses for the six months ended June 30,
2003 were $2,683,348, resulting in net income of $2,260,717.  The
net asset value of a Unit increased from $11.18 at December 31,
2002 to $11.77 at June 30, 2003.

For the Quarter and Six Months ended June 30, 2002
For the quarter ended June 30, 2002, the Partnership recorded
total trading revenues, including interest income, of $5,049,781
and posted an increase in net asset value per Unit.  The most
significant gains of approximately 18.6% were recorded in the
currency markets primarily during May and June from previously
established long positions in the euro, Swiss franc and Japanese
yen relative to the U.S. dollar as the value of these currencies
strengthened against the dollar amid falling equity prices,
concerns regarding corporate accounting integrity and weak U.S.
economic data.  Additional gains of approximately 3.2% were
recorded in the global interest rate futures markets primarily
during June from long positions in U.S., Japanese and German
interest rate futures as prices trended higher following weakness
in U.S. equity markets, geopolitical concerns and uncertainty
<page> surrounding a global economic recovery.  A portion of the
Partnership?s gains was offset by losses of approximately 4.9%
recorded in the energy markets primarily during May and June from
short positions in natural gas futures as prices moved higher
amid supply and demand factors and warmer than normal
temperatures across most of the U.S.  Total expenses for the
three months ended June 30, 2002 were $659,299, resulting in net
income of $4,390,482. The net asset value of a Unit increased
from $8.99 at March 31, 2002 to $10.29 at June 30, 2002.

For the six months ended June 30, 2002, the Partnership recorded
total trading revenues, including interest income, of $4,970,777
and posted an increase in net asset value per Unit.  The most
significant gains of approximately 15.5% were recorded in the
currency markets primarily during May and June from previously
established long positions in the euro, Swiss franc and Japanese
yen relative to the U.S. dollar as the value of these currencies
strengthened against the U.S. dollar amid falling equity prices,
concerns regarding corporate accounting integrity and weak U.S.
economic data.  Additional gains of approximately 3.4% were
recorded in the global interest rate futures markets primarily
during June from long positions in the U.S., Japanese and German
interest rate futures as prices trended higher following weakness
in the U.S. equity markets, geopolitical concerns and uncertainty
surrounding a global economic recovery.  A portion of the
<page> Partnership?s gains was offset by losses of approximately
2.9% recorded in the agricultural markets from long positions in
sugar futures as prices moved lower primarily during January and
June upon news of heavy exports from Brazil.  Total expenses for
the six months ended June 30, 2002 were $1,339,488, resulting in
net income of $3,631,289.  The net asset value of a Unit
increased from $9.23 at December 31, 2001 to $10.29 at June 30,
2002.


<page> Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK

Introduction
The Partnership is a commodity pool engaged primarily in the
speculative trading of futures, forwards and options.  The market-
sensitive instruments held by the Partnership are acquired for
speculative trading purposes only and, as a result, all or
substantially all of the Partnership?s assets are at risk of
trading loss.  Unlike an operating company, the risk of market-
sensitive instruments is central, not incidental, to the
Partnership?s main business activities.

The futures, forwards and options traded by the Partnership
involve varying degrees of related market risk.  Market risk is
often dependent upon changes in the level or volatility of
interest rates, exchange rates, and prices of financial
instruments and commodities.  Fluctuations in market risk based
upon these factors result in frequent changes in the fair value
of the Partnership?s open positions, and consequently, in its
earnings and cash flow.

The Partnership?s total market risk is influenced by a wide
variety of factors, including the diversification among the
Partnership?s open positions, the volatility present within the
markets, and the liquidity of the markets.  At different times,
each of these factors may act to increase or decrease the market
risk associated with the Partnership.
<page> The Partnership?s past performance is not necessarily
indicative of its future results.  Any attempt to numerically
quantify the Partnership?s market risk is limited by the
uncertainty of its speculative trading.  The Partnership?s
speculative trading may cause future losses and volatility (i.e.,
?risk of ruin?) that far exceed the Partnership?s experience to
date or any reasonable expectations based upon historical changes
in market value.

Quantifying the Partnership?s Trading Value at Risk
The following quantitative disclosures regarding the Partnership?s
market risk exposures contain ?forward-looking statements? within
the meaning of the safe harbor from civil liability provided for
such statements by the Private Securities Litigation Reform Act of
1995 (set forth in Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934).  All
quantitative disclosures in this section are deemed to be forward-
looking statements for purposes of the safe harbor, except for
statements of historical fact.

The Partnership accounts for open positions on the basis of mark-
to-market accounting principles.  Any loss in the market value of
the Partnership?s open positions is directly reflected in the
Partnership?s earnings, whether realized or unrealized, and its
cash flow.  Profits and losses on open positions of exchange-
<page> traded futures, forwards and options are settled daily
through variation margin.
The Partnership?s risk exposure in the market sectors traded by
the Trading Advisor is estimated below in terms of Value at Risk
(?VaR?). The VaR model used by the Partnership includes many
variables that could change the market value of the Partnership?s
trading portfolio.  The Partnership estimates VaR using a model
based upon historical simulation with a confidence level of 99%.
Historical simulation involves constructing a distribution of
hypothetical daily changes in the value of a trading portfolio.
The VaR model takes into account linear exposures to price and
interest rate risk.  Market risks that are incorporated in the
VaR model include equity and commodity prices, interest rates,
foreign exchange rates, and correlation among these variables.
The hypothetical changes in portfolio value are based on daily
percentage changes observed in key market indices or other market
factors (?market risk factors?) to which the portfolio is
sensitive.  The historical observation period of the Partner-
ship?s VaR is approximately four years.  The one-day 99%
confidence level of the Partnership?s VaR corresponds to the
negative change in portfolio value that, based on observed market
risk factors, would have been exceeded once in 100 trading days.
In other words, one-day VaR for a portfolio is a number such that
losses in this portfolio are estimated to exceed the VaR only one
<page> day in 100. VaR typically does not represent the worst-
case outcome.

VaR is calculated using historical simulation.  Demeter uses
approximately four years of daily market data (1,000 observations)
and revalues its portfolio (using delta-gamma approximations) for
each of the historical market moves that occurred over this time
period.  This generates a probability distribution of daily
?simulated profit and loss? outcomes.  The VaR is the appropriate
percentile of this distribution.  For example, the 99% one-day VaR
would represent the 10th worst outcome from Demeter?s simulated
profit and loss series.

The Partnership?s VaR computations are based on the risk
representation of the underlying benchmark for each instrument or
contract and do not distinguish between exchange and non-exchange-
traded instruments and are also not based on exchange and/or
dealer-based margin requirements.

VaR models, including the Partnership?s, are continuously
evolving as trading portfolios become more diverse and modeling
techniques and systems capabilities improve.  Please note that
the VaR model is used to numerically quantify market risk for
historic reporting purposes only and is not utilized by either
Demeter or the Trading Advisor in their daily risk management
activities.  Please further note that VaR as described above may
<page> not be comparable to similarly titled measures used by
other entities.

The Partnership?s Value at Risk in Different Market Sectors
The following table indicates the VaR associated with the
Partnership?s open positions as a percentage of total net assets
by primary market risk category at June 30, 2003 and 2002. At
June 30, 2003 and 2002, the Partnership?s total capitalization was
approximately $59 million and $35 million, respectively.

   Primary Market             June 30, 2003      June 30, 2002
   Risk Category	  	     Value at Risk	    Value at Risk

   Currency	(1.29)%	(2.59)%
   Interest Rate	(1.18)	(2.88)
   Equity	(0.64)	(1.08)
   Commodity	(0.39)	(0.66)
   Aggregate Value at Risk	(1.87)%	(3.89)%

The VaR for a market category represents the one-day downside
risk for the aggregate exposures associated with this market
category.  The Aggregate Value at Risk above represents the VaR
of the Partnership?s open positions across all the market
categories, and is less than the sum of the VaR(s) for all such
market categories due to the diversification benefit across asset
classes.

<page> The table above represents the VaR of the Partnership?s
open positions at June 30, 2003 and 2002 only and is not
necessarily representative of either the historic or future risk
of an investment in the Partnership. Because the Partnership?s
only business is the speculative trading of futures, forwards and
options, the composition of its trading portfolio can change
significantly over any given time period, or even within a single
trading day. Any changes in open positions could positively or
negatively materially impact market risk as measured by VaR.

The table below supplements the quarter-end VaR by presenting the
Partnership?s high, low and average VaR, as a percentage of total
net assets for the four quarterly reporting periods from July 1,
2002 through June 30, 2003.

Primary Market Risk Category        High      Low      Average
Currency	(2.58)%	(1.29)%	(1.85)%

Interest Rate	(1.84)	(0.65)	(1.34)

Equity	(0.70)	(0.41)	(0.59)

Commodity	(1.65)	(0.39)	(0.92)

Aggregate Value at Risk	(3.64)%	(1.87)%	(2.65)%

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

<page> The VaR tables above present the results of the
Partnership?s VaR for each of the Partnership?s market risk
exposures and on an aggregate basis at June 30, 2003 and 2002, and
for the end of the four quarterly reporting periods from July 1,
2002 through June 30, 2003.  Since VaR is based on historical
data, VaR should not be viewed as predictive of the Partnership?s
future financial performance or its ability to manage or monitor
risk.  There can be no assurance that the Partnership?s actual
losses on a particular day will not exceed the VaR amounts
indicated above or that such losses will not occur more than once
in 100 trading days.

Non-Trading Risk
The Partnership has non-trading market risk on its foreign cash
balances not needed for margin.  These balances and any market
risk they may represent are immaterial.

At June 30, 2003, the Partnership?s cash balance at Morgan Stanley
DW was approximately 90% of its total net asset value.  A decline
in short-term interest rates will result in a decline in the
Partnership?s cash management income. This cash flow risk is not
considered to be material.

Materiality, as used throughout this section, is based on an
assessment of reasonably possible market movements and any
associated potential losses, taking into account the leverage,
<page> optionality and multiplier features of the Partnership?s
market-sensitive instruments, in relation to the Partnership?s net
assets.

Qualitative Disclosures Regarding Primary Trading Risk Exposures
The following qualitative disclosures regarding the Partnership?s
market risk exposures - except for (A) those disclosures that are
statements of historical fact and (B) the descriptions of how the
Partnership manages its primary market risk exposures - constitute
forward-looking statements within the meaning of Section 27A of
the Securities Act and Section 21E of the Securities Exchange Act.
The Partnership?s primary market risk exposures as well as the
strategies used and to be used by Demeter and the Trading Advisor
for managing such exposures are subject to numerous uncertainties,
contingencies and risks, any one of which could cause the actual
results of the Partnership?s risk controls to differ materially
from the objectives of such strategies.  Government interventions,
defaults and expropriations, illiquid markets, the emergence of
dominant 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.

<page> The following were the primary trading risk exposures of
the Partnership at June 30, 2003, by market sector.  It may be
anticipated, however, that these market exposures will vary
materially over time.

Currency.  The primary market exposure of the Partnership at
June 30, 2003 was to 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 a large
number of currencies, including cross-rates ? i.e., positions
between two currencies other than the U.S. dollar.  At June 30,
2003, the Partnership?s major exposures were to the euro,
Japanese yen, British pound and Norwegian krone currency crosses
as well as outright U.S. dollar positions.  Outright positions
consist of the U.S. dollar vs. other currencies.  These other
currencies include major and minor currencies.  Demeter does not
anticipate that the risk profile of the Partnership?s currency
sector will change significantly in the future.  The currency
trading VaR figure includes foreign margin amounts converted into
U.S. dollars with an incremental adjustment to reflect the
exchange rate risk inherent to the U.S.-based Partnership in
expressing VaR in a functional currency other than U.S. dollars.

<page> Interest Rate. The second largest market exposure of the
Partner-ship at June 30, 2003 was to the global interest rate
sector.  The exposure was primarily spread across the Japanese,
U.S. and European interest rate sectors.  Interest rate movements
directly affect the price of the sovereign bond futures positions
held by the Partnership and indirectly affect the value of its
stock index and currency positions.  Interest rate movements in
one country, as well as relative interest rate movements between
countries, materially impact the Partnership?s profitability.
The Partnership?s primary interest rate exposure is generally to
interest rate fluctuations in the U.S. and the other G-7
countries.  The G-7 countries consist of France, the U.S.,
Britain, Germany, Japan, Italy, and Canada.  Demeter anticipates
that the G-7 countries interest rates will remain the primary
interest rate exposure of the Partnership for the foreseeable
future.  The speculative futures positions held by the
Partnership may range from short to long-term instruments.
Consequently, changes in short, medium or long-term interest
rates may have an effect on the Partnership.

Equity.  The Partnership?s primary equity exposure at June 30,
2003 was to price risk in the G-7 countries.  The stock index
futures traded by the Partnership are by law limited to futures
on broadly-based indices.  At June 30, 2003, the Partnership?s
primary exposures were to the TOPIX (Japan) and Hang Seng (Hong
Kong) stock indices.  The Partnership is primarily exposed to the
<page> risk of adverse price trends or static markets in the
U.S., Japanese and Hong Kong stock 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.  At June 30, 2003, the Partnership?s energy exposure
was primarily to futures contracts in crude oil and its
related products, and natural gas. Price movements in these
markets result from political developments in the Middle
East, weather patterns and other economic fundamentals.
Significant profits and losses, which have been experienced
in the past, are expected to continue to be experienced in
the future.  Natural gas has exhibited volatility in prices
resulting from weather patterns and supply and demand
factors and will likely continue in this choppy pattern.

Soft Commodities and Agriculturals.  At June 30, 2003, the
Partnership had exposure to the markets that comprise these
sectors.  Most of the exposure was to the corn and coffee
markets.  Supply and demand inequalities, severe weather
disruptions and market expectations affect price movements
in these markets.

<page> Metals.  The Partnership's metals exposure at June
30, 2003 was to fluctuations in the price of precious
metals, such as gold, and base metals, such as copper.
Economic forces, supply and demand inequalities,
geopolitical factors and market expectations influence price
movements in these markets.  The Trading Advisor, from time
to time, takes positions when market opportunities develop
and Demeter anticipates that the Partnership will continue
to do so.

Qualitative Disclosures Regarding Non-Trading Risk Exposure

The following was the only non-trading risk exposure of the
Partnership at June 30, 2003:

Foreign Currency Balances. The Partnership?s primary foreign
currency balances at June 30, 2003 were in euros, Hong Kong
dollars and Japanese yen.  The Partnership controls the non-
trading risk of foreign currency balances by regularly
converting them back into U.S. dollars upon liquidation of
their respective positions.

Qualitative Disclosures Regarding Means of Managing Risk Exposure
The Partnership and the Trading Advisor, separately, attempt to
manage the risk of the Partnership?s open positions in essentially
the same manner in all market categories traded.  Demeter attempts
to manage market exposure by diversifying the Partnership?s assets
among different market sectors and trading approaches, and
<page> monitoring the performance of the Trading Advisor daily.
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.  Cash is the only Partnership investment
directed by Demeter, rather than the Trading Advisor.

Item 4.	CONTROLS AND PROCEDURES
   (a)	As of the end of the period covered by this quarterly
report, the President and Chief Financial Officer of
the general partner, Demeter, have evaluated the
effectiveness of the Partnership?s disclosure controls
and procedures (as defined in Rules 13a-15(e) and 15d-
15(e) of the Exchange Act), and have judged such
controls and procedures to be effective.

   (b)	There have been no significant changes in the
Partnership?s internal controls or in other factors
that could significantly affect these controls
subsequent to the date of their evaluation.

<page> PART II.  OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS
None.


Item 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS
The Partnership initially registered 3,000,000 Units pursuant to
a Registration Statement on Form S-1, which became effective on
November 6, 1998 (SEC File Number 333-60103).

The Partnership registered an additional 6,000,000 Units pursuant
to a new Registration Statement on Form S-1, which became
effective on March 27, 2000 (SEC File Number 333-91569).

The Partnership registered an additional 10,000,000 Units
pursuant to a Registration Statement on Form S-1, which became
effective on February 26, 2003 (SEC File Number 333-103170).

The managing underwriter for the Partnership is Morgan Stanley
DW.

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

<page> Through June 30, 2003, 6,988,229.470 Units were sold,
leaving 12,011,770.530 Units unsold.  The aggregate price of the
Units sold through June 30, 2003 was $71,565,903.

Since no expenses are chargeable against proceeds, 100% of the
proceeds of the offering have been applied to the working capital
of the Partnership for use in accordance with the ?Use of
Proceeds? section of the prospectus included as part of the above
referenced Registration Statements.

Item 5.  OTHER INFORMATION
Changes in Management.  The following changes have been made to
the Board of Directors and Officers of Demeter:

Mr. Robert E. Murray resigned the position of Chairman of the
Board of Directors of Demeter.

Mr. Jeffrey A. Rothman, President and Director of Demeter, was
named Chairman of the Board of Directors of Demeter.

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

(A)	Exhibits

3.01	Form of Amended and Restated Limited Partnership
Agreement of the Partnership, is incorporated by
reference to Exhibit A of the Partnership?s Prospectus,
dated February 26, 2003, filed with the Securities and
Exchange Commission pursuant to Rule 424(b)(3) under the
Securities Act of 1933, as amended, on March 18, 2003.

<page>
3.02	Certificate of Limited Partnership, dated July 15, 1998,
is incorporated by reference to Exhibit 3.02 of the
Partnership?s Registration Statement on Form S-1 (File
No. 333-60103) filed with the Securities and Exchange
Commission on July 29, 1998.
3.03	Certificate of Amendment of Certificate of Limited
Partnership, dated November 1, 2001 (changing its name
from Morgan Stanley Dean Witter Millburn L.P.), is
incorporated by reference to Exhibit 3.01 of the
Partnership?s Form 8-K (File No. 0-25605) filed with the
Securities and Exchange Commission on November 6, 2001.
10.01	Management Agreement, dated as of November 6, 1998, among
the Partnership, Demeter, and Millburn Ridgefield
Corporation is incorporated by reference to Exhibit 10.01
of the Partnership?s Quarterly Report on Form 10-Q (File
No. 0-25605) filed with the Securities and Exchange
Commission on May 17, 1999.
10.02	Form of 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 February 26, 2003, filed
with the Securities and Exchange Commission pursuant to
Rule 424(b)(3) under the Securities Act of 1933, as
amended, on March 18, 2003.
10.03	Amended and Restated Escrow Agreement, dated as of August
31, 2002, among the Partnership, Morgan Stanley Charter
Graham L.P., Morgan Stanley Charter Welton L.P., Morgan
Stanley Charter MSFCM L.P., Morgan Stanley DW and JP
Morgan Chase Bank is incorporated by reference to Exhibit
10.04 of the Partnership?s Registration Statement on Form
S-1 (File No. 333-103170) filed with the Securities and
Exchange Commission on February 13, 2003.
10.04	Amended and Restated Customer Agreement between the
Partnership and Morgan Stanley DW, dated as of November
13, 2000, is incorporated by reference to Exhibit 10.01
of the Partnership?s Form 8-K (File No. 0-25605) filed
with the Securities and Exchange Commission on November
6, 2001.
10.05	Commodity Futures Customer Agreement between MS & Co. and
the Partnership, acknowledged and agreed to by Morgan
Stanley DW, dated as of November 6, 2000, is incorporated
by reference to Exhibit 10.02 of the Partnership?s Form
8-K (File No. 0-25605) filed with the Securities and
Exchange Commission on November 6, 2001.
<page>
10.06	Customer Agreement between the Partnership and MSIL,
dated as of November 6, 2000, is incorporated by
reference to Exhibit 10.04 of the Partnership?s Form 8-K
(File No. 0-25605) filed with the Securities and Exchange
Commission on November 6, 2001.
10.07	Foreign Exchange and Options Master Agreement between MS
& Co. and the Partnership, dated as of August 30, 1999,
is incorporated by reference to Exhibit 10.05 of the
Partnership?s Form 8-K (File No. 0-25605) filed with the
Securities and Exchange Commission on November 6, 2001.
10.08	Form of Subscription Agreement Update Form is
incorporated by reference to Exhibit C of the
Partnership?s Prospectus dated February 26, 2003, filed
with the Securities and Exchange Commission pursuant to
Rule 424(b)(3) under the Securities Act of 1933, as
amended, on March 18, 2003.
10.09	Securities Account Control Agreement among the
Partnership, MS & Co., and Morgan Stanley DW, dated as of
May 1, 2000, is incorporated by reference to Exhibit
10.03 of the Partnership?s Form 8-K (File No. 0-25605)
filed with the Securities and Exchange Commission on
November 6, 2001.
31.01	Certification of President of Demeter Management
Corporation, the general partner of the Partnership,
pursuant to rules 13a-15(e) and 15d-15(e), as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
31.02	Certification of Chief Financial Officer of Demeter
Management Corporation, the general partner of the
Partnership, pursuant to rules 13a-15(e) and 15d-15(e),
as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
32.01	Certification of President of Demeter Management
Corporation, the general partner of the Partnership,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
32.02	Certification of Chief Financial Officer of Demeter
Management Corporation, the general partner of the
Partnership, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
<page>
(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 Charter Millburn L.P.
                     (Registrant)

                     By:   Demeter Management Corporation
                           (General Partner)

August 13, 2003      By:/s/Jeffrey D. Hahn
                           Jeffrey D. Hahn
                           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.