Morgan Stanley Charter Welton LP – IPO: ‘424B3’ on 8/29/01

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Initial Public Offering (IPO):  Prospectus   —   Rule 424(b)(3)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Charter Welton                                        10     47K 

Document Table of Contents

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Morgan Stanley Dean Witter Charter Series                                       
Monthly Report                                                                  
July 2001                                                                       

Dear Limited Partner:                                                           

The Net Asset Value per Unit for each of the four Morgan Stanley Dean Witter    
Charter Funds as of July 31, 2001 was as follows:                               

Funds   N.A.V.   % change for month                                             
Charter DWFCM   $17.08   -0.93%                                                 
Charter Graham  $11.90   -3.52%                                                 
Charter Millburn        $  9.67  -6.17%                                         
Charter Welton  $  6.70   2.06%                                                 

For most of the Charter Series Funds, performance over the past 12 months has   
generally followed a pattern often seen in managed futures where periods of     
moderate positive or negative performance are punctuated by periods of more     
significant positive or negative performance.  The table below shows the        
performance of each Charter Series Fund over the last year (August 1, 2000      
through July 31, 2001).                                                         

    Funds           12-Month Performance

Charter DWFCM           +26.69% 
       Charter Graham                  +36.00%
       Charter Millburn                +18.65%
        Charter Welton                   -10.07%

The reason for this is that the trading of most managed futures managers        
benefits                                                                      
most whenever a sustained price trend emerges in a market they trade in.  When  
these markets move in a trendless fashion with little price change, performance 
tends to be characterized by moderate gains or losses.  But, when trends emerge 
and run their course, this strategy can generate significant profits in rather  
short                                                                           
periods.  Finally, markets will often reverse course after a period of          
sustained                                                                       
trending and, as a result, a portion of previous gains may be lost.             

Over the past 12 months, this pattern has generally held true for Charter       
DWFCM, Charter Graham and Charter Millburn.  During the period from             
August to October 2000, these funds generated modest gains as many markets      
exhibited little clear direction over that three month period.  This was        
followed                                                                      
by a five month period from November 2000 to March 2001 in which strong         
gains were produced as trends developed and continued in a wide variety of      
markets.  This period of strong performance ended in April when many of the     
trends that produced profits in the previous five months reversed direction or  
consolidated.  For the three months ending in July, performance has been        
moderately negative in Charter Graham and Charter Millburn and modestly         
positive in Charter DWFCM, as markets resumed fluctuating in a range and        
await the return of the influences that may cause them to move in a more clear  
direction or trend over a sustained period of time.                             

Charter Welton underperformed in the prior 12 months largely because of the     
structure of the portfolio and its approach to the markets.  In general,        
this led to                                                                   
positions being established and exited later on a relative basis to             
those in the                                                                  
other three Charter Funds.  Additionally, there is a greater relative           
exposure to                                                                   
stock index futures in the Fund, which is a sector that did not provide         
the types                                                                     

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of trending opportunities consistent with the Trading Advisor's models.  As     
such, it did not experience the same magnitude of gains in the November 2000 to 
March 2001 period produced by the other three Charter Funds.  Other factors     
that contributed to its one year results were modestly negative performance     
during the August to October 2000 time period and a proportionately larger      
return of previously recorded profits in April 2001 when the markets reversed   
direction and consolidated.                                                     

Charter DWFCM                                                                   

Charter DWFCM decreased in value during July primarily due to losses recorded   
in the currency and energy markets.  In the currency markets, the most          
significant losses were recorded from short positions in the euro as the        
value of                                                                        
the European common currency strengthened versus the British pound, U.S.        
dollar and other currencies as hints of possible intervention by the European   
Central Bank to support the euro remained.  Additional currency losses were     
recorded from short Singapore dollar positions as its value increased           
relative to a                                                                 
weakening U.S. dollar.  In the energy markets, short crude oil futures          
positions                                                                     
recorded losses early in the month as prices moved higher as concerns over      
supply levels re-emerged.  A portion of these losses was offset by gains        
experienced in the metals markets from short base metal futures positions as    
aluminum, copper and nickel prices continued to move lower amid technical       
weakness and ongoing demand doldrums.  Additional profits were recorded in      
the global interest rate futures markets from long U.S. and European            
interest rate                                                                   
futures positions as a flight to quality from investors pushed prices higher.   
Smaller gains were recorded from short positions in S&P 500 and Nikkei Index    
futures as a large number of companies reported weaker-than-expected earnings,  
sending equity prices lower.                                                    

Charter Graham                                                                  

Charter Graham decreased in value during July primarily due to losses recorded  
in the agricultural markets early in the month from short positions in corn and 
wheat futures as prices increased on forecasts for hotter and drier weather     
in the                                                                        
U.S. Midwest.  Additional losses were experienced in the currency markets later 
in the month from short positions in the euro and Swiss franc as the value of   
these currencies reversed higher versus the U.S. dollar, which resulted in a    
partial giveback of previously recorded profits, following Chairman Greenspan's 
testimony highlighting that the U.S. economy still faces weakness and benign    
European inflation data.  A portion of these losses was offset by gains         
recorded                                                                      
in the metals markets from short positions in copper and aluminum futures as    
prices declined later in the month on waning demand prompted by weak U.S.       
economic data.  Additional profits were recorded later in the month             
in the global                                                                   
interest rate futures markets from long positions in U.S. interest rate         
futures as                                                                      
prices moved higher after the release of U.S. Gross Domestic Product data       
showed growth was sluggish in the second quarter.  In the global stock index    
futures markets, gains were recorded from short positions in Nikkei Index       
futures as equity prices decreased on corporate profit warnings from            
high-profile                                                                  
technology companies.                                                           

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On June 14, 2001, the General Partner, after consultation with Graham Capital   
Management ("Graham Capital"), the Trading Advisor to Charter Graham (the       
"Fund"), stopped using Graham's Non Trend Based Program ("NTB") to trade        
Fund assets on the basis that NTB was not performing up to expectations.  The   
General Partner instructed Graham Capital to liquidate all positions in NTB and 
to reallocate all assets from those positions to Graham Capital's K-4 Program,  
one of the other two Graham Capital programs used in the Fund.  (The other is   
the Global Diversified Program.)  With this reallocation, approximately 60% of  
the Fund's assets will be traded pursuant to the Global Diversified Program and 
40% pursuant to K-4.  Starting with the June closing, as well, the              
allocations of                                                                  
subscriptions, redemptions and exchanges will be similarly changed, with 60%    
allocated to the Global Diversified Program and 40% to the K-4 Program.         

Charter Millburn                                                                

Charter Millburn decreased in value during July primarily due to losses         
recorded in                                                                     
the currency markets from short positions in the euro and Swiss franc           
as the value                                                                    
of these currencies reversed higher versus the U.S. dollar, which               
resulted in a partial                                                         
giveback of previously recorded profits, following Chairman Greenspan's         
testimony                                                                     
highlighting that the U.S. economy still faces weakness and benign European     
inflation data.  Additional losses were recorded in the energy markets          
from short                                                                      
futures positions in crude oil as prices rose on the back of a 1-million-barrel 
-per-day                                                                        
OPEC production cut.  Additional energy losses were recorded from short         
positions in natural gas futures as prices increased on reports of lower-than-  
expected inventories.  In the soft commodities markets, losses were incurred    
early                                                                         
in the month from long sugar futures positions as prices reversed sharply       
lower on                                                                      
technically-based factors after hitting eight-month highs in June.  A portion   
of these                                                                      
losses was offset by gains recorded in the global stock index futures           
markets from                                                                  
short positions in Hang Seng Index futures as Hong Kong's equity prices         
decreased                                                                       
on corporate profit warnings from high-profile technology companies.            

Charter Welton                                                                  

Charter Welton increased in value during July primarily due to gains            
recorded in the                                                               
global interest rate futures markets from long positions in U.S. interest       
rate futures                                                                  
as prices increased as Chairman Greenspan signaled that the Federal Open Market 
Committee was prepared to lower interest rates further if it was needed         
to revive                                                                       
the U.S. economy.  Additional profits were recorded later in the month in the   
metals markets from short positions in aluminum and nickel futures as prices    
declined on waning demand prompted by weak U.S. economic data.                  
A portion of                                                                
these gains was offset by losses recorded in the energy markets early in the    
month                                                                         
from short positions in crude oil futures as prices reversed higher             
due to a drop in                                                                
crude oil inventories and an OPEC production cut.  Losses were also recorded in 
the currency markets from short positions in the Japanese yen as its value      
strengthened versus the U.S. dollar during mid-month on comments by a Japanese  
official that the G7 supports Prime Minister Koizumi's economic reform plans.   

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.                       

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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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                                                        [Enlarge/Download Table]
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 (7 months)                   -2.4%                                                    

Inception-to-Date Return:         70.8%                                                    
Annualized Return:                  7.5%                                                   
_______________________________________________________________________                    
Charter Graham                                                                             

Year                            Return                                                     

1999 (10 months)                          2.9%                                             
2000                             22.0%                                                     
2001 (7 months)                  -5.2%                                                     

Inception-to-Date Return:        19.0%                                                     
Annualized Return:                 7.5%                                                    
_______________________________________________________________________                    
Charter Millburn                                                                           

Year                            Return                                                     

1999 (10 months)                         -7.2%                                             
2000                                   12.1%                                               
2001 (7 months)                   -7.0%                                                    

Inception-to-Date Return:                       -3.3%                                      
Annualized Return:                      -1.4%                                              
_______________________________________________________________________                    
Charter Welton                                                                             
Year                            Return                                                     

1999 (10 months)                         -10.7%                                            
2000                               -8.2%                                                   
2001 (7 months)                   -18.3%                                                   

Inception-to-Date Return:                 -33.0%                                           
Annualized Return:                -15.3%                                                   

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Morgan Stanley Dean Witter Charter Series                                                                                
Statements of Operations                                                                                                 
For the Month Ended July 31, 2001                                                                                        
(Unaudited)                                                                                                              

                               Morgan Stanley Dean Witter Charter DWFCM      Morgan Stanley Dean Witter Charter Graham   
                        Percentage of                                   Percentage of                                    
                        July 1, 2001                                            July 1, 2001                             
                Beginning                                               Beginning                                        
                   Amount       Net Asset Value                 Amount          Net Asset Value                          
                      $       %                           $                      %                                       
REVENUES                                                                                                                 
                                                                                                                         
Trading profit (loss):                                                                                                   
  Realized        1,380,866          3.52                          (1,517,689)     (4.58)                                
  Net change in unrealized       (1,563,746)        (3.99)                            504,599       1.52                 

  Total Trading Results    (182,880)        (0.47)                         (1,013,090)     (3.06)                        
Interest Income (Note 2)            114,096          0.29                              95,255       0.29                 

  Total Revenues            (68,784)        (0.18)                           (917,835)     (2.77)                        

EXPENSES                                                                                                                 
Brokerage fees (Note 2)     228,656          0.58                             193,176       0.58                         
Management fees (Notes 2 & 3)        65,330          0.17                              55,193       0.17                 

  Total Expenses            293,986          0.75                             248,369       0.75                         

NET LOSS           (362,770)     (0.93)                    (1,166,204)     (3.52)                                        

Morgan Stanley Dean Witter Charter Series                                                                                
Statements of Changes in Net Asset Value                                                                                 
For the Month Ended July 31, 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,                                                                                                         
  July 1, 2001         2,274,090.830   39,198,154    17.24                      2,684,258.492    33,115,910     12.34    
Net Loss                       -         (362,770)   (0.16)                             -           (1,166,204) (0.44)   
Redemptions              (13,267.859)    (226,615)   17.08                        (30,374.195)     (361,453)    11.90    
Subscriptions             41,035.672      700,889    17.08                         99,403.102     1,182,897     11.90    

Net Asset Value,                                                                                                         
  July 31, 2001        2,301,858.643   39,309,658    17.08                      2,753,287.399    32,771,150     11.90    

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 July 31, 2001                                                                                        
(Unaudited)                                                                                                              

                               Morgan Stanley Dean Witter Charter Millburn      Morgan Stanley Dean Witter Charter Welton
                        Percentage of                            Percentage of                                           
                        July 1, 2001                                     July 1, 2001                                    
                Beginning                                        Beginning                                               
                   Amount       Net Asset Value                 Amount     Net Asset Value                               
                     $        %                            $              %                                              
REVENUES                                                                                                                 
                                                                                                                         
Trading profit (loss):                                                                                                   
  Realized         (470,123)        (1.48)                           (454,334)            (2.54)                         
  Net change in unrealized             (1,339,770)          (4.23)                            902,105      5.04          

  Total Trading Results  (1,809,893)        (5.71)                            447,771      2.50                          
Interest Income (Note 2)             92,038          0.29                              55,822      0.31                  

  Total Revenues         (1,717,855)        (5.42)                            503,593      2.81                          

EXPENSES                                                                                                                 
Brokerage fees (Note 2)                   184,823       0.58                       104,460         0.58                  
Management fees (Notes 2 & 3)              52,807       0.17                        29,846         0.17                  

  Total Expenses            237,630          0.75                             134,306      0.75                          

NET INCOME (LOSS)        (1,955,485)        (6.17)                            369,287              2.06                  

Morgan Stanley Dean Witter Charter Series                                                                                
Statements of Changes in Net Asset Value                                                                                 
For the Month Ended July 31, 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,                                                                                                         
  July 1, 2001         3,072,746.065  31,683,878    10.31                       2,727,741.740   17,907,488       6.56    
Net Income (Loss)               -     (1,955,485)   (0.64)                              -          369,287       0.14    
Redemptions              (28,747.452)   (277,988)    9.67                         (82,511.638)    (552,828)      6.70    
Subscriptions             53,120.493     513,675     9.67                          25,474.479      170,679       6.70    

Net Asset Value,                                                                                                         
  July 31, 2001        3,097,119.106  29,964,080     9.67                       2,670,704.581   17,894,626       6.70    

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").  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.                 

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                   

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

advisors to make 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

				Referenced-On Page
This ‘424B3’ Filing		Date		First		Last			Other Filings
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		12/31/25		9
Filed on:		8/29/01
		7/31/01		1		7
		7/1/01		6		7
		6/14/01		3
		8/1/00		1
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