Morgan Stanley Charter Welton LP – IPO: ‘424B3’ on 6/22/01

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

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Morgan Stanley Dean Witter Charter Welton Lp           8     44K 

Document Table of Contents

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Morgan Stanley Dean Witter Charter Series                                       
Monthly Report                                                                  
May 2001                                                                        

Dear Limited Partner:                                                           

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

Funds   N.A.V.   % change for month                                             
Charter DWFCM   $17.61     5.95%                                                
Charter Graham  $12.42     0.75%                                                
Charter Millburn        $10.63     1.58%                                        
Charter Welton  $  6.92   -3.40%                                                

Charter DWFCM                                                                   

The Fund increased in value during May due primarily to gains recorded in the   
currency and  energy markets.  In the currency markets, short positions in the
 euro profited as its value  weakened relative to the U.S. dollar, British pound
and Japanese yen, amid pessimism about  European growth prospects.            
Additional gains were recorded from short positions in the Swiss            
franc and Swedish krona as the value of these currencies                        
weakened in line with the euro.  In the                                       
energy markets, short natural gas futures positions                             
recorded gains as prices fell when the                                          
American Gas Association reported growing inventories                           
and lack of demand throughout most of                                         
the United States.  A portion of these gains was                                
offset by losses experienced in the metals                                    
markets.  Losses were incurred from short                                       
copper futures positions as prices moved higher on                              
hopes that domestic stock markets, and the U.S                                  
. economy overall, may have bottomed out                                      
leading to an increase in demand.  Additional                                   
losses were recorded from newly established long                              
gold futures positions as gold prices sharply                                   
reversed lower, after spiking higher earlier in the                             
month after reports that Russian President                                      
Vladimir Putin was willing to sell part of Russia's                             
gold reserves to help flood victims in eastern Siberia.                         

Charter Graham                                                                  

Charter Graham increased in value during May primarily                          
due to gains recorded in the agricultural                                       
markets from short corn and wheat futures                                       
positions as prices dropped on forecasts for wet, cool                        
weather conditions in the U.S. Midwest and on                                   
reports of declining demand.  In the energy                                     
markets, gains were recorded from short positions                               
in natural gas futures as prices declined on                                  
continued concerns regarding rising U.S.                                        
natural gas inventories and mild weather across the                           
United States.  A portion of these gains was                                    
offset by losses recorded in the metals markets later                           
in the month from long positions in gold and                                    
copper futures as prices dropped following the                                  
return of more bearish sentiment regarding                                      
the outlook for the U.S. economy.  Smaller losses                             
were experienced in the soft commodities                                        
markets from trading sugar futures as prices moved                              
without consistent direction throughout the month.                              

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.                                                                        

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Charter Millburn                                                                

Charter Millburn increased in value during May                                  
primarily due to gains recorded in the currency                                 
markets during the second half of the month                                     
from short positions in the euro and Swiss franc as                           
the value of these European currencies                                          
weakened relative to the U.S. dollar following reports of                     
weak European economic data.  In the global                                     
interest rate futures markets, profits were recorded                            
from long positions in short-term U.S. interest                                 
rate futures as prices increased after a host of                                
economic data kept alive hopes for a deeper                                     
U.S. Federal Reserve interest-rate cut.  Smaller gains                        
were recorded from long positions in Japanese                                   
government bond futures as prices rose due to                                 
strength caused by the Japanese government's                                    
pledge for fiscal reform.  In energies, gains                                 
recorded from short natural gas futures positions                               
were offset by losses experienced in crude oil                                
futures and its related products.  A portion of overall                         
gains was offset by losses recorded in the                                      
global stock index futures markets as prices                                    
generally moved in an erratic, directionless pattern                            
on conflicting economic information and investor                                
sentiment.  Smaller losses were experienced                                     
from trading sugar futures as prices moved without                              
consistent direction throughout the month.                                    

Charter Welton                                                                  

Charter Welton decreased in value during May primarily                          
due to losses recorded in the metals                                          
markets late in the month from long positions in                                
gold futures as gold prices sharply reversed                                  
lower, after spiking higher earlier in the month,                               
following the return of more bearish sentiment                                  
regarding the outlook for the U.S. economy.  In the                             
currency markets, losses were recorded from                                   
short positions in the Japanese yen as the value                                
of the yen reversed its previous downward trend                                 
and strengthened versus the U.S. dollar as                                      
Japanese investors sold euros for yen, which                                    
subsequently weighed heavily on the U.S. dollar.                                
The yen was boosted further on news that the                                    
minutes from the Bank of Japan's April 13th meeting                             
stated that members voted against increasing                                    
outright purchases of JGB's in order to limit the rise in                       
long-term interest rates.  Losses were                                        
experienced in the global stock index futures markets                           
as prices generally moved in an erratic,                                      
directionless pattern on conflicting economic information                       
and investor sentiment.  A portion of                                         
these losses was offset by gains recorded in the global                         
interest rate futures markets from long                                       
positions in Japanese government bond futures as                                
prices rose due to strength caused by the                                     
Japanese government's pledge for fiscal reform.                                 
Additional profits were recorded later in the                               
month from long positions in short-term U.S. interest                           
rate futures as prices increased after a host                                 
of economic data kept alive hopes for a deeper                                  
U.S. Federal Reserve interest-rate cut.  Smaller                                
gains were recorded from short positions in                                     
German interest rate futures as bond prices declined                          
following a sharp downturn in the euro and early                                
indications of spiking inflation rates in                                       
Germany.                                                                        

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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                                                        [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 (5 months)                    0.6%                                                                   

Inception-to-Date Return:         76.1%                                                                   
Annualized Return:                  8.1%                                                                  

Charter Graham                                                                                            

Year                            Return                                                                    

1999 (10 months)                          2.9%                                                            
2000                             22.0%                                                                    
2001 (5 months)                  -1.0%                                                                    

Inception-to-Date Return:        24.2%                                                                    
Annualized Return:               10.1%                                                                    

Charter Millburn                                                                                          

Year                            Return                                                                    

1999 (10 months)                         -7.2%                                                            
2000                                   12.1%                                                              
2001 (5 months)                    2.2%                                                                   

Inception-to-Date Return:                        6.3%                                                     
Annualized Return:                       2.8%                                                             

Charter Welton                                                                                            

Year                            Return                                                                    

1999 (10 months)                         -10.7%                                                           
2000                               -8.2%                                                                  
2001 (5 months)                   -15.6%                                                                  

Inception-to-Date Return:                 -30.8%                                                          
Annualized Return:                -15.1%                                                                  

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

                               Morgan Stanley Dean Witter Charter DWFCM      Morgan Stanley Dean Witter Charter Graham   
                        Percentage of                                   Percentage of                                    
                        May 1, 2001                                             May 1, 2001                              
                Beginning                                               Beginning                                        
                   Amount       Net Asset Value                 Amount          Net Asset Value                          
                       $              %                          $                       %                               
REVENUES                                                                                                                 
                                                                                                                         
Trading profit (loss):                                                                                                   
  Realized        2,690,055          7.42                              49,821       0.16                                 
  Net change in unrealized         (395,409)        (1.09)                            302,695       0.99                 

  Total Trading Results   2,294,646          6.33                             352,516       1.15                         
Interest Income (Note 2)            131,637          0.36                             109,613       0.35                 

  Total Revenues          2,426,283          6.69                             462,129       1.50                         

EXPENSES                                                                                                                 
Brokerage fees (Note 2)     211,397          0.58                             179,259       0.58                         
Management fees (Notes 2 & 3)        60,399          0.16                              51,217       0.17                 

  Total Expenses            271,796          0.74                             230,476       0.75                         

NET INCOME        2,154,487       5.95                        231,653       0.75                                         

Morgan Stanley Dean Witter Charter Series                                                                                
Statements of Changes in Net Asset Value                                                                                 
For the Month Ended May 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,                                                                                                         
  May 1, 2001          2,180,281.400   36,239,505    16.62                      2,493,510.843    30,730,185     12.32    
Net Income                     -        2,154,487     0.99                              -              231,653   0.10    
Redemptions              (12,806.826)    (225,528)   17.61                        (45,402.949)     (563,905)    12.42    
Subscriptions             69,624.096    1,226,080    17.61                        186,219.034     2,312,840     12.42    

Net Asset Value,                                                                                                         
  May 31, 2001         2,237,098.670   39,394,544    17.61                      2,634,326.928    32,710,773     12.42    

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 May 31, 2001                                                                                         
(Unaudited)                                                                                                              


                               Morgan Stanley Dean Witter Charter Millburn      Morgan Stanley Dean Witter Charter Welton
                        Percentage of                      Percentage of                                                 
                        May 1, 2001                                May 1, 2001                                           
                Beginning                                  Beginning                                                     
                   Amount       Net Asset Value                 Amount     Net Asset Value                               
                       $              %                          $                %                                      

REVENUES                                                                                                                 
                                                                                                                         
Trading profit (loss):                                                                                                   
  Realized          657,195          2.08                            (137,133)            (0.69)                         
  Net change in unrealized          (30,424)        (0.10)                           (459,216)    (2.32)                 

  Total Trading Results     626,771          1.98                            (596,349)    (3.01)                         
Interest Income (Note 2)            109,263          0.35                              72,134      0.36                  

  Total Revenues            736,034          2.33                            (524,215)    (2.65)                         

EXPENSES                                                                                                                 
Brokerage fees (Note 2)                   184,592       0.58                       115,426         0.58                  
Management fees (Notes 2 & 3)              52,740       0.17                        32,979         0.17                  

  Total Expenses            237,332          0.75                             148,405      0.75                          

NET INCOME (LOSS)           498,702          1.58                            (672,620)            (3.40)                 

Morgan Stanley Dean Witter Charter Series                                                                                
Statements of Changes in Net Asset Value                                                                                 
For the Month Ended May 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,                                                                                                         
  May 1, 2001          3,024,820.605  31,644,326    10.46                       2,760,254.396   19,787,168       7.17    
Net Income (Loss)               -        498,702     0.17                               -         (672,620)     (0.25)   
Redemptions              (72,924.903)   (775,192)   10.63                         (40,860.249)    (282,753)      6.92    
Subscriptions            109,913.792   1,168,384    10.63                          40,274.495      278,700       6.92    

Net Asset Value,                                                                                                         
  May 31, 2001         3,061,809.494  32,536,220    10.63                       2,759,668.642   19,110,495       6.92    

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.                                  

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     

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

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 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                                             

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

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
		12/31/35		7					None on these Dates
		12/31/25		7
Filed on:		6/22/01
		6/14/01		1
		5/31/01		1		5
		5/1/01		4		5
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