Morgan Stanley Smith Barney Charter WNT L.P., et al. – ‘AW’ on 5/31/02

On:  Friday, 5/31/02, at 4:35pm ET   ·   Accession #:  914121-2-594   ·   File #s:  333-91567, 333-91569

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Amendment Withdrawal Request
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: AW          Withdrawal of Amendments to Registration               2      8K 

AW
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DEMETER MANAGEMENT CORPORATION
 825 Third Avenue, 8th Floor
New York, New York 10022

May 31, 2002

BY ELECTRONIC SUBMISSION                                                        
------------------------                                                        

Securities and Exchange Commission                                              
450 Fifth Street, N.W.                                                          
Judiciary Plaza                                                                 
Washington, D.C. 20549                                                          
Attention:  David K. Ritenour                                                   

Re:   Morgan Stanley Charter Millburn L.P. (File No. 333-91569)                 
Morgan Stanley Charter Welton L.P. (File No. 333-91567)             
Application to Withdraw Post-Effective Amendments to the            
Registration Statements on Form S-1                                 
----------------------------------------------------------          

Ladies and Gentlemen:                                                           

     Pursuant to Rule 477 under the Securities Act of 1933, as amended, Morgan
Stanley Charter Millburn L.P. and Morgan Stanley Charter Welton L.P.            
(collectively, the "Registrants") hereby withdraw their Post-Effective          
Amendments No. 7 to the Registration Statements on Form S-1 filed with the SEC  
on May 23, 2002 (the "Amendments").                                             

The Registrants represent two of the five partnerships in the Morgan
Stanley Charter Series of continuously offered commodity pools, which will      
publicly offer units through a common prospectus. Since the Registrants are not 
registering additional units at this time, we have decided to withdraw the      
Amendments while the SEC reviews the Pre-Effective Amendments to the            
Registration Statements on Form S-1 for the three other partnerships in the     
Charter Series that are currently registering units. Once those Registration    
Statements are ready to be declared effective by the SEC, we will re-file the   
Amendments to update performance and financial statement information. Please    
note that no securities have been sold in connection with the Amendments.       

    If you have any questions regarding this application please call Timothy
P. Selby of Cadwalader, Wickersham & Taft at (212) 504-6868.                    

AW
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                MORGAN STANLEY CHARTER MILLBURN L.P.
                        By:  Demeter Management Corporation, General
Partner   

     By:  /s/ Robert E. Murray
                                 -------------------------------------------
                 Robert E. Murray, President

              MORGAN STANLEY CHARTER WELTON L.P.
                        By:  Demeter Management Corporation, General
Partner   

     By:  /s/ Robert E. Murray
                                 -------------------------------------------
                 Robert E. Murray, President

cc:   Edwin L. Lyon, Esq.                                                       
Timothy P. Selby, Esq.                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘AW’ Filing		Date		First		Last			Other Filings
Filed on:		5/31/02		1
		5/23/02		1					POS AM
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