EXHIBIT 3.01


                            CERTIFICATE OF AMENDMENT
                                       OF
                       CERTIFICATE OF LIMITED PARTNERSHIP
                                       OF
                 MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P.


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               PURSUANT TO SECTION 17-202 OF THE DELAWARE REVISED
                         UNIFORM LIMITED PARTNERSHIP ACT

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            The undersigned, for the purpose of amending the Certificate of
Limited Partnership of Morgan Stanley Dean Witter Charter Graham L.P. filed with
the Secretary of State of Delaware on July 15, 1998, does hereby certify as
follows:


                  First. Name of Limited Partnership. The name of the limited
            partnership is Morgan Stanley Dean Witter Charter Graham L.P.

                  Second. Amendment. Article First of the Certificate of Limited
            Partnership is amended to read in full as follows:

                  "First. Name of Limited Partnership. The name of the limited
                  partnership is Morgan Stanley Charter Graham L.P."


            IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment of Certificate of Limited Partnership as of the 1st day of November,
2001.



                              By:  Demeter Management Corporation,
                                   General Partner


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