Morgan Stanley Charter Welton LP – IPO: ‘424B3’ on 5/25/01

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Initial Public Offering (IPO):  Prospectus   —   Rule 424(b)(3)
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Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Morgan Stanley Dean Witter Charter Welton              9     43K 

Document Table of Contents

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Morgan Stanley Dean Witter Charter Series                                       
Monthly Report                                                                  
April 2001                                                                      

Dear Limited Partner:                                                           

The Net Asset Value per Unit for each of the four Morgan Stanley Dean Witter    
Charter Funds as of April 30, 2001 was as follows:                              

Funds   N.A.V.   % change for month                                             
Charter DWFCM   $16.62    -7.71%                                                
Charter Graham  $12.32  -10.63%                                                 
Charter Millburn        $10.46    -6.71%                                        
Charter Welton  $ 7.17  -10.95%                                                 

Performance in each of the Charter funds was difficult in April largely         
because of the  widespread, sharp trend reversals that occurred during the    
month.  Specifically, the long established upward trend in global interest      
rate futures and the U.S. dollar, as well as the long established downward      
trend in global stock index futures, all witnessed a sharp                      
reversal in the other direction.  These reversals, which typically              
happen after a market has experienced sustained, directional                  
movement, generally result in a partial giveback of  previously recorded        
profits.  While the difficult performance was common across all of              
the Charter funds, the variability between each fund is attributable            
to the unique trading philosophy, market exposure, etc., that is used           
in each fund.  More specific information                                        
is provided below under each fund.                                              

Charter DWFCM                                                                   

Charter DWFCM decreased in value during April primarily due to losses           
in the energy,  metals and currency markets.  Short crude oil futures         
positions experienced losses as                                               
prices jumped higher on reports of tight supplies and forecasts for larger-than 
-expected summer demand.  Losses were also recorded from short natural          
gas futures positions as gas prices moved higher as the American Gas          
Association disclosed higher-than-expected storage withdrawals due              
to cold weather in the Northeast U.S.  In the metals                            
markets, losses were recorded from short aluminum futures positions as prices   
rose on  technically based buying and production concerns.  In the currency     
markets, losses were experienced from short positions in the Australian       
dollar as its value strengthened versus the U.S. dollar on fears of a prolonged 
economic slowdown in the U.S.  Smaller currency                                 
losses were recorded from short positions in the Japanese yen as its value      
increased versus the U.S dollar following a surprise interest rate cut by the 
U.S. Federal Reserve and on optimism that the Japanese government             
would unveil an emergency package to revive the ailing Japanese economy.        
In global interest rate futures markets, smaller                              
losses were recorded from long positions in Japanese                            
government bond futures as prices                                             
fell early in the month after comments on fiscal policy by                      
candidates for leader of the                                                  
Liberal Democratic Party.                                                       

Charter Graham                                                                  

Charter Graham decreased in value during April primarily due                    
to losses recorded in the global interest rate futures markets from long        
positions in European interest rate futures, particularly German bonds,       
as prices reversed sharply lower on reports of the European                     
Central Bank's decision to leave interest rates on hold.  Additional            
losses were recorded from long positions in U.S. interest rate                
futures as bond prices reversed sharply                                       
downward following a rally in stock prices as investors deserted                
risk-free government securities in an asset shift to equities.                
In the currency markets, losses were recorded                                 
from short positions in the Australian and Canadian dollar                      
as their respective values                                                      

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strengthened and the U.S. dollar weakened on fears of a prolonged               
economic slowdown in the U.S.  These currency losses were partially             
offset by gains recorded from long positions in the Mexican peso as             
its value strengthened versus the U.S. dollar following                       
better-than-expected economic data reported out of Mexico.  In                  
the global stock index futures markers, losses were recorded from               
short positions in German stock index futures as prices reversed                
higher following the rise in U.S. equity prices.  In the metals markets,      
losses were recorded from short positions in base metal futures                 
as prices increased following the surge in the U.S. equity markets.           

Short positions in crude oil futures experienced losses early in                
the month as prices moved higher on supply concerns amid                      
refinery production problems.  Smaller losses                                   
were recorded from short wheat futures positions as prices moved higher as crop 
abandonment increases in the central Plains and wet conditions continued        
to hamper                                                                       
spring wheat plantings.                                                         

Charter Millburn                                                                

Charter Millburn decreased in value during April primarily due to losses        
recorded in the currency markets from short positions in the Japanese yen       
as the value of the yen reversed higher versus the U.S. dollar following a    
surprise interest rate cut by the U.S.                                          
Federal Reserve and on optimism that the Japanese government would unveil an    
emergency economic package to revive the ailing Japanese economy.  Additional   
losses  were recorded from short positions in the euro as its value also        
over higher relative to the U.S. dollar as continued evidence of economic       
weakness increased hopes that the European Central Bank would cut               
interest rates.  In the global interest rate futures                            
markets, losses were recorded from long positions in U.S. interest rate futures 
as bond prices reversed sharply downward following a rally in the stock         
prices as investors deserted risk-free government securities in an asset      
shift to equities.                                                              
Smaller losses were  recorded late in the month from newly established        
short positions in Japanese government bond futures as prices increased.      
These losses were mitigated by gains from newly established short German        
bond futures positions as  prices finished the month lower.  Smaller losses   
were recorded in the metals markets from short gold futures positions as      
prices climbed higher on the weakness  in the U.S. dollar.  A portion of these
losses was offset by gains recorded in the energy                             
markets from long unleaded gas futures                                        
positons as prices increased on concerns over gasoline supply and               
growing expectations                                                            
for a possible fuel shortage during the peak summer driving season.             

Charter Welton                                                                  

Charter Welton decreased in value during April primarily due to losses          
recorded in the global interest rate futures markets  during the latter half    
of the month from long  positions in Japanese government bond futures         
as prices reversed lower due to a combination of strong stock prices          
and remarks by Japanese lawmakers that raised                                 
concerns over more JGB supply.  Smaller losses were experienced                 
from long positions in European interest rate futures, particularly German      
bonds, as prices moved lower on reports of the European Central Bank's          
decision to leave interest rates on hold.  In the metals markets, losses were   
recorded during mid-month from short gold futures positions as prices climbed   
higher on weakness in the U.S. dollar.  Additional losses were                
experienced from short positions in base metal futures as prices                
moved higher due to the strength in the equity markets.  In the energy          
markets, losses were recorded early in the month from short futures positions 
in crude oil and heating oil as prices moved higher on supply concerns amid   
refinery production problems.  Smaller losses were experienced in               
the currency markets early in the month from short positions in the             
Japanese yen as the value of the yen reversed higher                            
versus the U.S. dollar, after trending lower previously,                      

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on optimism that the Japanese government would unveil an emergency economic     
package to boost the Japanese economy.                                          

Should you have any questions concerning this report, please feel               
free to contact                                                               
Demeter Management Corporation at Two World Trade Center, 62nd Floor, New York, 
NY 10048, or your Morgan Stanley Financial Advisor.                             

I hereby affirm, that to the best of my knowledge and belief, the information   
contained in this report is accurate and complete.  Past performance is not a   
guarantee of future results.                                                  

Sincerely,                                                                      

Robert E. Murray                                                                
Chairman                                                                        
Demeter Management Corporation                                                  
General Partner                                                                 

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MORGAN STANLEY DEAN WITTER CHARTER SERIES                                                      

Historical Fund Performance                                                                    

Presented below is the percentage change in Net Asset Value per Unit from the start of every   
calendar year for each Fund in the Morgan Stanley Dean Witter Charter Series.  Also provided is
the inception-to-date return and the annualized return since inception for each fund.  PAST    
PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.                                   

Charter DWFCM                                                                                  

Year                            Return                                                         
                                                                                               
1994 (10 months)                        - 7.3%                                                 
1995                             21.9%                                                         
1996                               4.0%                                                        
1997                             26.2%                                                         
1998                               5.1%                                                        
1999                              -9.2%                                                        
2000                             23.8%                                                         
2001 (4 months)                   -5.0%                                                        

Inception-to-Date Return:         66.2%                                                        
Annualized Return:                  7.4%                                                       

Charter Graham                                                                                 

Year                            Return                                                         

1999 (10 months)                          2.9%                                                 
2000                             22.0%                                                         
2001 (4 months)                  -1.8%                                                         

Inception-to-Date Return:        23.2%                                                         
Annualized Return:               10.1%                                                         

Charter Millburn                                                                               

Year                            Return                                                         

1999 (10 months)                         -7.2%                                                 
2000                                   12.1%                                                   
2001 (4 months)                    0.6%                                                        

Inception-to-Date Return:                        4.6%                                          
Annualized Return:                       2.1%                                                  

Charter Welton                                                                                 
Year                            Return                                                         

1999 (10 months)                         -10.7%                                                
2000                               -8.2%                                                       
2001 (4 months)                   -12.6%                                                       

Inception-to-Date Return:                 -28.3%                                               
Annualized Return:                -14.2%                                                       

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Morgan Stanley Dean Witter Charter Series                                                                                
Statements of Operations                                                                                                 
For the Month Ended April 30, 2001                                                                                       
(Unaudited)                                                                                                              

                               Morgan Stanley Dean Witter Charter DWFCM      Morgan Stanley Dean Witter Charter Graham   
                        Percentage of                                   Percentage of                                    
                        April 1, 2001                                   April 1, 2001                                    
                        Beginning                                               Beginning                                
                   Amount       Net Asset Value                 Amount          Net Asset Value                          
                       $              %                          $                       %                               
REVENUES                                                                                                                 
                                                                                                                         
Trading profit (loss):                                                                                                   
  Realized       (2,611,465)        (6.72)                           (833,901)     (2.49)                                
  Net change in unrealized         (219,274)        (0.56)                         (2,581,192)     (7.72)                

  Total Trading Results  (2,830,739)        (7.28)                         (3,415,093)    (10.21)                        
Interest Income (Note 2)            125,738          0.32                             111,014       0.33                 

  Total Revenues         (2,705,001)        (6.96)                         (3,304,079)     (9.88)                        

EXPENSES                                                                                                                 
Brokerage fees (Note 2)     226,756          0.58                             195,021       0.58                         
Management fees (Note 3)             64,787          0.17                              55,720       0.17                 

  Total Expenses            291,543          0.75                             250,741       0.75                         

NET LOSS         (2,996,544)     (7.71)                    (3,554,820)    (10.63)                                        

Morgan Stanley Dean Witter Charter Series                                                                                
Statements of Changes in Net Asset Value                                                                                 
For the Month Ended April 30, 2001                                                                                       
(Unaudited)                                                                                                              
                    Morgan Stanley Dean Witter Charter DWFCM              Morgan Stanley Dean Witter Charter Graham      
                            Units          Amount    Per Unit                           Units        Amount      Per Unit
                                                $          $                                               $            $
                                                                                                                         
Net Asset Value,                                                                                                         
  April 1, 2001        2,158,406.222   38,872,484    18.01                      2,424,294.237    33,432,257     13.79    
Net Loss                       -       (2,996,544)   (1.39)                             -           (3,554,820) (1.47)   
Redemptions              (17,099.500)    (284,194)   16.62                        (27,400.937)     (337,580)    12.32    
Subscriptions             38,974.678      647,759    16.62                         96,617.543     1,190,328     12.32    

Net Asset Value,                                                                                                         
  April 30, 2001       2,180,281.400   36,239,505    16.62                      2,493,510.843    30,730,185     12.32    

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

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Morgan Stanley Dean Witter Charter Series                                                                                
Statements of Operations                                                                                                 
For the Month Ended April 30, 2001                                                                                       
(Unaudited)                                                                                                              


                               Morgan Stanley Dean Witter Charter Millburn      Morgan Stanley Dean Witter Charter Welton
                        Percentage of                              Percentage of                                         
                        April 1, 2001                              April 1, 2001                                         
                Beginning                                          Beginning                                             
                   Amount       Net Asset Value                 Amount     Net Asset Value                               
                       $              %                          $                %                                      
REVENUES                                                                                                                 
                                                                                                                         
Trading profit (loss):                                                                                                   
  Realized         (457,356)        (1.36)                         (1,487,695)            (6.66)                         
  Net change in unrealized       (1,649,130)        (4.91)                           (867,298)    (3.88)                 

  Total Trading Results  (2,106,486)        (6.27)                         (2,354,993)   (10.54)                         
Interest Income (Note 2)            107,840          0.32                              74,484      0.33                  

  Total Revenues         (1,998,646)        (5.95)                         (2,280,509)   (10.21)                         

EXPENSES                                                                                                                 
Brokerage fees (Note 2)                   195,771       0.59                       130,378         0.58                  
Management fees (Note 3)                   55,935       0.17                        37,251         0.16                  

  Total Expenses            251,706          0.76                             167,629      0.74                          

NET LOSS         (2,250,352)        (6.71)                         (2,448,138)           (10.95)                         

Morgan Stanley Dean Witter Charter Series                                                                                
Statements of Changes in Net Asset Value                                                                                 
For the Month Ended April 30, 2001                                                                                       
(Unaudited)                                                                                                              
                    Morgan Stanley Dean Witter Charter Millburn              Morgan Stanley Dean Witter Charter Welton   
                            Units          Amount    Per Unit                           Units        Amount      Per Unit
                                                $          $                                               $            $
                                                                                                                         
Net Asset Value,                                                                                                         
  April 1, 2001        2,992,901.518  33,560,804    11.21                       2,776,326.523   22,350,543       8.05    
Net Loss                        -     (2,250,352)   (0.75)                              -       (2,448,138)     (0.88)   
Redemptions              (29,843.157)   (312,159)   10.46                         (60,604.057)    (434,531)      7.17    
Subscriptions             61,762.244     646,033    10.46                          44,531.930      319,294       7.17    

Net Asset Value,                                                                                                         
  April 30, 2001       3,024,820.605  31,644,326    10.46                       2,760,254.396   19,787,168       7.17    

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

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Morgan Stanley Dean Witter Charter Series                                       
Notes to Financial Statements                                                   
(Unaudited)                                                                     

1.  Summary of Significant Accounting Policies                                  

Organization - Morgan Stanley Dean Witter Charter DWFCM L.P. ("Charter          
DWFCM"), Morgan Stanley Dean Witter Charter Graham L.P. ("Charter               
Graham"), Morgan Stanley Dean Witter Charter Millburn L.P. ("Charter            
Millburn"), and Morgan Stanley Dean Witter Charter Welton L.P.                  
("Charter Welton"), (individually, a "Partnership", or collectively,            
the "Partnerships") are limited partnerships organized to engage                
primarily in the speculative trading of futures, forward, and options           
contracts on physical commodities and other commodity interests,                
including foreign currencies, financial instruments, metals, energy             
and agricultural products (collectively, "futures interests").                  

The general partner of each Partnership is Demeter Management                   
Corporation ("Demeter").  The non-clearing commodity broker is Morgan           
Stanley DW Inc. ("Morgan Stanley DW").  Dean Witter Reynolds Inc.               
changed its name to Morgan Stanley DW Inc., effective April 2, 2001.            
The clearing commodity brokers for the Partnerships are Morgan Stanley          
& Co. Inc. ("MS & Co.") and Morgan Stanley & Co. International Limited          
("MSIL").  The trading advisor for Charter DWFCM is Dean Witter                 
Futures & Currency Management Inc. ("DWFCM").  Demeter, Morgan Stanley          
DW, DWFCM, MS & Co. and MSIL  are wholly-owned subsidiaries of Morgan           
Stanley Dean Witter & Co..                                                      

Demeter is required to maintain a 1% minimum interest in the equity of          
each Partnership and income (losses) are shared by Demeter and Limited          
Partners based on their proportional ownership interests.                       

Use of Estimates - The financial statements are prepared in accordance          
with accounting principles generally accepted in the United States of           
America, which require management to make estimates and assumptions             
that affect the reported amounts in the financial statements and                
related disclosures.  Management believes that the estimates utilized           
in the preparation of the financial statements are prudent and                  
reasonable.  Actual results could differ from those estimates.                  

Revenue Recognition - Futures interests are open commitments until              
settlement date.  They are valued at market on a daily basis and the            
resulting net change in unrealized gains and losses is reflected in             
the change in unrealized profit (loss) on open contracts from one               
period to the next in the statements of operations.  Monthly, Morgan            
Stanley DW credits each Partnership with interest income on 100% of             
its average daily funds held at Morgan Stanley DW.  In addition,                
Morgan Stanley DW will credit each Partnership with 100% of the                 
interest income Morgan Stanley DW receives from MS & Co. and MSIL with          
respect to such Partnership's assets deposited as margin.  The                  
interest rates used are equal to that earned by Morgan Stanley DW on            
its U.S. Treasury bill investments.  For purposes of such interest              
payments Net Assets do not include monies due the Partnerships on               
forward contracts and other futures interests, but not actually                 
received.                                                                       

Net Income (Loss) per Unit - Net income (loss) per unit of limited              
partnership interest ("Unit(s)") is computed using the weighted                 
average number of Units outstanding during the period.                          

Brokerage and Related Transaction Fees and Costs - Each 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 fees currently cover all brokerage commissions,             
transaction fees and costs and ordinary administrative and offering             
expenses.                                                                       

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Morgan Stanley Dean Witter Charter Series                                       
Notes to Financial Statements                                                   
(Continued)                                                                     

Operating Expenses - Each Partnership incurs monthly management fees            
and may incur incentive fees.  Demeter bears all other operating                
expenses.                                                                       

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 each Partnership's revenues and expenses for income tax                
purposes.                                                                       

Distributions - Distributions, other than 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 each 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.                                               

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            
each 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           
180 days after a person first becomes a Limited Partner in any of the           
Partnerships, and at the end of each month thereafter, Limited                  
Partners may transfer their investment among the Partnerships (subject          
to certain restrictions outlined in the Limited Partnership                     
Agreements) without paying additional charges.                                  

Dissolution of the Partnership - Charter DWFCM will terminate on                
December 31, 2025 and Charter Graham, Charter Millburn and Charter              
Welton will terminate on December 31, 2035 or at an earlier date if             
certain conditions occur as defined in each Partnership's Limited               
Partnership Agreement.                                                          

2.  Related Party Transactions                                                  

Each Partnership pays brokerage fees to Morgan Stanley DW as described          
in Note 1. Each Partnership's cash is on deposit with Morgan Stanley            
DW, MS & Co., and MSIL in futures interests trading accounts to meet            
margin requirements as needed.  Morgan Stanley DW pays interest on              
these funds as described in Note 1.                                             

Demeter, on behalf of Charter DWFCM and itself, entered into a                  
management agreement with DWFCM to make all trading decisions for the           
Partnership. Charter DWFCM pays management and incentive fees (if any)          
to DWFCM.                                                                       

3.  Trading Advisors                                                            

Demeter, on behalf of Charter DWFCM, Charter Graham, Charter Millburn           
and Charter Welton retains certain commodity trading advisors to make           

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Morgan Stanley Dean Witter Charter Series                                       
Notes to Financial Statements                                                   
(Concluded)                                                                     

all trading decisions for the Partnerships.  The trading advisors are           
as follows:                                                                     

Morgan Stanley Dean Witter Charter DWFCM L.P.                                   
Dean Witter Futures & Currency Management Inc.                              

Morgan Stanley Dean Witter Charter Graham L.P.                                  
Graham Capital Management L.P.                                              

Morgan Stanley Dean Witter Charter Millburn L.P.                                
Millburn Ridgefield Corporation                                             

Morgan Stanley Dean Witter Charter Welton L.P.                                  
Welton Investment Corporation                                               

Compensation to the trading advisors by the Partnerships consists of a          
management fee and an incentive fee as follows:                                 

Management Fee - Each Partnership pays a flat-rate monthly fee of 1/12          
of 2% of the Net Assets under management by each trading advisor as of          
the first day of each month (a 2% annual rate).                                 

Incentive Fee - Each Partnership's incentive fee is equal to 20% of             
the trading profits, which is paid on a quarterly basis for Charter             
DWFCM, and paid on a monthly basis for Charter Graham, Charter                  
Millburn and Charter Welton.                                                    

Trading profits represent the amount by which profits from futures,             
forwards and options trading exceed losses after brokerage and                  
management fees are deducted.  When a trading advisor experiences               
losses with respect to Net Assets as of the end of a calendar month,            
or calendar quarter with respect to Charter DWFCM, the trading advisor          
must earn back such losses before that trading advisor is eligible for          
an incentive fee in the future.                                                 

Dates Referenced Herein   and   Documents Incorporated by Reference

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