UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	FORM 10-Q


[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2006 or

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from                to

Commission File Number 0-18314

	MORGAN STANLEY PRINCIPAL PLUS FUND L.P.

	(Exact name of registrant as specified in its charter)

		Delaware						     13-3541588
(State or other jurisdiction of		   		  (I.R.S. Employer
incorporation or organization)			       Identification No.)


Demeter Management Corporation
330 Madison Avenue, 8th Floor
New York, NY							      	10017
(Address of principal executive offices)	  	         (Zip Code)

Registrant?s telephone number, including area code       (212) 905-2700







41:



(Former name, former address, and former fiscal year, if changed since
last report)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

Yes    X       	No__________

Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer.  See definition
of ?accelerated filer and large accelerated filer? in Rule 12b-2 of the
Exchange Act.  (Check one):

Large accelerated filer___Accelerated filer____Non-accelerated filer X

Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).  Yes___  No X


<page> <table> MORGAN STANLEY PRINCIPAL PLUS FUND L.P.

(formerly, Dean Witter Principal Plus Fund L.P.)

INDEX TO QUARTERLY REPORT ON FORM 10-Q

September 30, 2006


<caption>

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

				  <c>
		Consolidated Statements of Financial Condition as of
		September 30, 2006 (Unaudited) and December 31, 2005........2

		Consolidated Statements of Operations for the Three and
		Nine Months Ended September 30, 2006 and 2005
(Unaudited) ................................................3

		Consolidated Statements of Changes in Partners? Capital for
the Nine Months Ended September 30, 2006 and 2005
(Unaudited) ................................................4

		Consolidated Statements of Cash Flows for the Nine Months
		Ended September 30, 2006 and 2005 (Unaudited)...............5

		Notes to Consolidated Financial Statements (Unaudited)...6-13

Item 2.	Management?s Discussion and Analysis of
			Financial Condition and Results of Operations........14-28

Item 3.	Quantitative and Qualitative Disclosures about
			Market Risk..........................................28-41

Item 4.	Controls and Procedures.................................41


PART II. OTHER INFORMATION

Item 1A.Risk Factors............................................42

Item 5.	Other Information....................................42-43

Item 6.	Exhibits................................................44

</table>

117:
<page> <table>

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

	MORGAN STANLEY PRINCIPAL PLUS FUND L.P.
(formerly, Dean Witter Principal Plus Fund L.P.)
	CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<caption>
	                       September 30,	     December 31,
                                 2006      	    2005
	                      $	    $
	                        (Unaudited)
ASSETS

	<c>	<c>
Equity in futures interests trading accounts:
	Unrestricted cash	13,791,077 	16,730,219
	Restricted cash	      782,538	         720,459

	     Total cash	   14,573,615	   17,450,678

	Net unrealized gain (loss) on open contracts (MS&Co.)	343,608	     (122,269)
	Net unrealized gain (loss) on open contracts (MSIL)	           (19,481)	         11,578

	     Total net unrealized gain (loss) on open contracts	       324,127	      (110,691)

	     Total Trading Equity	14,897,742	  17,339,987

Interest receivable (Morgan Stanley DW)	         56,026	        53,551
148:
	     Total Assets	  14,953,768	 17,393,538

LIABILITIES AND PARTNERS? CAPITAL

Liabilities

Redemptions payable	287,700	277,078
Accrued administrative expenses	84,764	120,879
Accrued brokerage fees (Morgan Stanley DW)	49,563	57,576
Accrued management fees  	        12,391	       14,393

	     Total Liabilities                       	      434,418	      469,926

Minority Interest	          3,301	          2,754

Partners? Capital
Limited Partners (7,491.764 and
   8,819.337 Units, respectively)	14,309,705	16,716,099
General Partner (108.030 Units)	       206,344	       204,759

	     Total Partners? Capital	  14,516,049  	   16,920,858

	     Total Liabilities and Partners? Capital	    14,953,768	   17,393,538


NET ASSET VALUE PER UNIT 	       1,910.06	       1,895.39

<fn>
	The accompanying notes are an integral part
	of these consolidated financial statements.
</table>


<page> <table>
	MORGAN STANLEY PRINCIPAL PLUS FUND L.P.
(formerly, Dean Witter Principal Plus Fund L.P.)
	CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

<caption>

                                For the Three Months                       For the Nine Months
                              Ended September 30,                      Ended September 30,


                            2006   	              2005    	        2006   	    2005
                              $	                 $	           $          	$

	<c>		<c>		<c>			<c>
INVESTMENT INCOME
	Interest income (Morgan Stanley DW)	    171,682		     144,625	   503,581  	              380,093

EXPENSES
	Brokerage commissions (Morgan Stanley DW)	149,093	191,066	475,165	599,868
	Management fees	37,273      	    47,767	118,791	   149,967
	Administrative expenses	29,000	31,000	81,000	91,000
	Transaction fees and costs	    13,372	        10,351	    35,880	        29,836

		   Total Expenses 	   228,738	      280,184	   710,836	        870,671

NET INVESTMENT LOSS 	    (57,056)	    (135,559)	   (207,255)	   (490,578)

TRADING RESULTS
Trading profit (loss):
	Realized	26,781 	(106,315)	(110,240)	(254,437)
	Net change in unrealized	   239,635	        (11,885) 	    434,818	         (136,004)

		   Total Trading Results	   266,416	      (118,200)	    324,578	      (390,441)

NET INCOME (LOSS) BEFORE
 MINORITY INTEREST	209,360	(253,759)	117,323	(881,019)

Less: Minority Interest	       2,063        	        (3,100)	          547	        (10,518)

NET INCOME (LOSS)	   207,297	         (250,659)	    116,776	     (870,501)

NET INCOME (LOSS) ALLOCATION

	Limited Partners	204,370	  (247,332)	115,191	(858,667)
	General Partner 	2,927	(3,327)		        1,585	(11,834)


NET INCOME (LOSS) PER UNIT

	Limited Partners                                                  	27.09                 (25.60)	 14.67                  (80.83)
	General Partner                                                   	27.09                 (25.60)	14.67           	(80.83)

<fn>


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

</table>


<page> <table> 	MORGAN STANLEY PRINCIPAL PLUS FUND L.P.
(formerly, Dean Witter Principal Plus Fund L.P.)
	CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS? CAPITAL
	For the Nine Months Ended September 30, 2006 and 2005
	(Unaudited)


<caption>


	  Units of
	   Partnership	Limited	General
	   Interest   	Partners	Partner	   Total
		$	$	   $

	<c>	<c>	<c>	<c>
Partners? Capital,
	December 31, 2004	   11,303.801	21,965,072	          303,439	              22,268,511

Net Loss                   	?		(858,667)	(11,834)	(870,501)

Redemptions	   (1,674.797)	 (3,159,366)          (47,845)  	(3,207,211)

Partners? Capital,
	September 30, 2005	    9,629.004	  17,947,039	  243,760	  18,190,799




Partners? Capital,
	December 31, 2005	   8,927.367	16,716,099	          204,759	              16,920,858

Net Income                   	?		115,191	1,585	116,776

Redemptions	   (1,327.573)	 (2,521,585)                ?      	  (2,521,585)

Partners? Capital,
	September 30, 2006	    7,599.794	  14,309,705	  206,344	  14,516,049





<fn>








The accompanying notes are an integral part
	of these consolidated financial statements.
</table>


<page> <table>
	MORGAN STANLEY PRINCIPAL PLUS FUND L.P.
(formerly, Dean Witter Principal Plus Fund L.P.)
	CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)



<caption>

	          For the Nine Months Ended September 30,

	      2006     	      2005
	      $	      $


	<c>	<c>
CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)	116,776	(870,501)
Noncash item included in net income (loss):
	Net change in unrealized	(434,818)	136,004

(Increase) decrease in operating assets:
	Restricted cash	(62,079)	421,441
	Interest receivable (Morgan Stanley DW)	(2,475)	(12,072)

Decrease in operating liabilities:
	Accrued administrative expenses	(36,115)	(21,386)
	Accrued brokerage fees (Morgan Stanley DW)	(8,013)	(14,494)
	Accrued management fees	       (2,002)	      (3,622)

Net cash used for operating activities	   (428,726)	   (364,630)


CASH FLOWS FROM FINANCING ACTIVITIES

Cash paid for redemptions of Units	(2,510,963)  	 (3,448,965)
Increase (decrease) in minority interest	            547	       (10,519)

Net cash used for financing activities	   (2,510,416)	  (3,459,484)

Net decrease in unrestricted cash	(2,939,142)	(3,824,114)

Unrestricted cash at beginning of period	   16,730,219	   21,677,025

Unrestricted cash at end of period	  13,791,077	  17,852,911



<fn>




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

</table>


<page> MORGAN STANLEY PRINCIPAL PLUS FUND L.P.
(formerly, Dean Witter Principal Plus Fund L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2006

(Unaudited)

The unaudited consolidated financial statements contained herein
include, in the opinion of management, all adjustments necessary
for a fair presentation of the results of operations and financial
condition of Morgan Stanley Principal Plus Fund L.P. (formerly
known as Dean Witter Principal Plus Fund L.P.) (the
?Partnership?).  The consolidated financial statements and
condensed notes herein should be read in conjunction with the
Partnership?s December 31, 2005 Annual Report on Form 10-K.
Certain prior year amounts relating to cash balances were
reclassified on the Consolidated Statements of Financial Condition
and the related Consolidated Statements of Cash Flows to conform
to 2006 presentation. Such reclassifications have no impact on the
Partnership?s reported net income (loss).

1.  Organization
Morgan Stanley Principal Plus Fund L.P. (formerly known as Dean
Witter Principal Plus Fund L.P.) is a Delaware limited partnership
organized in 1989 to engage primarily in the speculative trading
of futures contracts, options on futures contracts, and forward
contracts on physical commodities and other commodity interests
(collectively, ?Futures Interests?).

<page> MORGAN STANLEY PRINCIPAL PLUS FUND L.P.
(formerly, Dean Witter Principal Plus Fund L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Effective July 20, 2006, Dean Witter Principal Plus Fund L.P. was
renamed to Morgan Stanley Principal Plus Fund L.P.


The Partnership?s general partner is Demeter Management
Corporation (?Demeter?). The non-clearing commodity broker is
Morgan Stanley DW Inc. (?Morgan Stanley DW?).  The clearing
commodity brokers are Morgan Stanley & Co. Incorporated (?MS &
Co.?) and Morgan Stanley & Co. International Limited (?MSIL?).
Demeter, Morgan Stanley DW, MS & Co., and MSIL are wholly-owned
subsidiaries of Morgan Stanley.  The trading advisor to the
Partnership is SSARIS Advisors, LLC (the ?Trading Advisor?).
Morgan Stanley Principal Plus Fund Management L.P. (formerly known
as Dean Witter Principal Plus Fund Management L.P.) (the ?Trading
Company?) was established solely to trade in Futures Interests on
behalf of the Partnership.

Effective October 5, 2006, Dean Witter Principal Plus Fund
Management L.P. was renamed to Morgan Stanley Principal Plus Fund
Management L.P.

2.  Related Party Transactions
The Partnership and Trading Company?s cash is on deposit with
Morgan Stanley DW, MS & Co., and MSIL in futures, forwards, and

<page> MORGAN STANLEY PRINCIPAL PLUS FUND L.P.
(formerly, Dean Witter Principal Plus Fund L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



options trading accounts to meet margin requirements as needed.
Monthly, Morgan Stanley DW pays interest income on 100% and 90% of
the Partnership?s and the Trading Company?s, respectively, average
daily Net Assets as defined in the Limited Partnership Agreement
for the month at a prevailing rate on U.S. Treasury bills.  The
Trading Company pays brokerage fees to Morgan Stanley DW.

3.  Financial Instruments
The Partnership trades Futures Interests.  Futures and forwards
represent contracts for delayed delivery of an instrument at a
specified date and price.  Risk arises from changes in the value
of these contracts and the potential inability of counterparties
to perform under the terms of the contracts.  There are numerous
factors which may significantly influence the market value of
these contracts, including interest rate volatility.



The market value of exchange-traded contracts is based on the
settlement price quoted by the exchange on the day with respect
to which market value is being determined.  If an exchange-traded
contract could not have been liquidated on such day due to the
operation of daily limits or other rules of the exchange, the
settlement price shall be the settlement price on the first

<page> MORGAN STANLEY PRINCIPAL PLUS FUND L.P.
(formerly, Dean Witter Principal Plus Fund L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



subsequent day on which the contract could be liquidated.  The
market value of off-exchange-traded contracts is based on the fair
market value quoted by the counterparty.


The Partnership?s contracts are accounted for on a trade-date
basis and marked to market on a daily basis.  The Partnership
accounts for its derivative investments in accordance with the
provisions of Statement of Financial Accounting Standards No.
133, ?Accounting for Derivative Instruments and Hedging
Activities? (?SFAS No. 133?).  SFAS No. 133 defines a derivative
as a financial instrument or other contract that has all three of
the following characteristics:

1)	One or more underlying notional amounts or payment
provisions;
2)	Requires no initial net investment or a smaller initial net
investment than would be required relative to changes in
market factors;
3)	Terms require or permit net settlement.

Generally, derivatives include futures, forward, swap or options
contracts, and other financial instruments with similar
characteristics such as caps, floors, and collars.

<page> MORGAN STANLEY PRINCIPAL PLUS FUND L.P.
(formerly, Dean Witter Principal Plus Fund L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The net unrealized gains (losses) on open contracts, reported as a
component of ?Equity in futures interests trading accounts? on the
Consolidated Statements of Financial Condition, and their longest
contract maturities were as follows:

	Net Unrealized Gains/(Losses)
	on Open Contracts	Longest Maturities
		Off-			Off-
	Exchange-	Exchange-		Exchange-	Exchange-
Date	 Traded 	 Traded 	Total	 Traded 	 Traded
	  $	   $	  $
Sep. 30, 2006	323,665		462	324,127   Mar. 2007	   Dec. 2006
Dec. 31, 2005	(114,913)      4,222		(110,691)  	Mar. 2006   Mar. 2006

The Partnership has credit risk associated with counterparty non-
performance.  As of the date of the financial statements, the
credit risk associated with the instruments in which the
Partnership trades is limited to the amounts reflected
in the Partnership?s Consolidated Statements of Financial
Condition.

The Partnership also has credit risk because Morgan Stanley DW, MS
& Co., and MSIL act as the futures commission merchants or the
counterparties, with respect to most of the Partnership?s assets.
Exchange-traded futures, forward, and futures-styled options
contracts are marked to market on a daily basis, with variations
in value settled on a daily basis.  Morgan Stanley DW, MS & Co.,

<page> MORGAN STANLEY PRINCIPAL PLUS FUND L.P.
(formerly, Dean Witter Principal Plus Fund L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

and MSIL, each as a futures commission merchant for the
Partnership?s exchange-traded futures, forward, and futures-styled
options contracts, are required, pursuant to regulations of the
Commodity Futures Trading Commission (?CFTC?), to segregate from
their own assets, and for the sole benefit of their commodity
customers, all funds held by them with respect to exchange-traded
futures, forward, and futures-styled options contracts, including
an amount equal to the net unrealized gains (losses) on all open
futures, forward, and futures-styled options contracts, which
funds, in the aggregate, totaled $14,897,280 and $17,335,765
at September 30, 2006 and December 31, 2005, respectively.  With
respect to the Partnership?s off-exchange-traded forward currency
contracts, there are no daily exchange-required settlements of
variation in value, nor is there any requirement that an amount
equal to the net unrealized gains (losses) on open forward
contracts be segregated.  However, the Partnership is required to
meet margin requirements equal to the net unrealized loss on open
contracts in the Partnership accounts with the counterparty, which
is accomplished by daily maintenance of the cash balance in a
custody account held at Morgan Stanley DW for the benefit of MS &
Co.  With respect to those off-exchange-traded forward currency
contracts, the Partnership is at risk to the ability of MS & Co.,
the sole counterparty on all such contracts, to perform. The

<page> MORGAN STANLEY PRINCIPAL PLUS FUND L.P.
(formerly, Dean Witter Principal Plus Fund L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


Partnership has a netting agreement with MS & Co. This agreement,
which seeks to reduce both the Partnership?s and MS & Co.?s
exposure to off-exchange-traded forward currency contracts, should
materially decrease the Partnership?s credit risk in the event of
MS & Co.?s bankruptcy or insolvency.

4.  New Accounting Developments
In July 2006, the FASB issued FASB Interpretation No. 48,
?Accounting for Uncertainty in Income Taxes, an interpretation of
FASB Statement No. 109? (?FIN 48?). FIN 48 clarifies the
accounting for uncertainty in income taxes recognized in a
company?s financial statements and prescribes a recognition
threshold and measurement attribute for the financial statement
recognition and measurement of a tax position taken or expected to
be taken in an income tax return. FIN 48 also provides guidance on
derecognition, classification, interest and penalties, accounting
in interim periods, disclosure and transition. FIN 48 is effective
for the Partnership as of January 1, 2007. The Partnership is cur-
rently evaluating the potential impact of adopting FIN 48.

In September 2006, the FASB issued SFAS No. 157, ?Fair Value
Measurements? (?SFAS No. 157?). SFAS No. 157 defines fair value,
establishes a framework for measuring fair value and expands

<page> MORGAN STANLEY PRINCIPAL PLUS FUND L.P.
(formerly, Dean Witter Principal Plus Fund L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONCLUDED)

disclosures about fair value measurements. SFAS No. 157 is
effective for the Partnership as of January 1, 2008 . The Part-
nership is currently evaluating the potential impact of adopting
SFAS No. 157.




















<page> Item 2.	MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL
	CONDITION AND RESULTS OF OPERATIONS


Liquidity.  The Partnership deposits its assets with Morgan
Stanley DW as non-clearing broker, and MS & Co. and MSIL as
clearing brokers in separate futures, forwards, and options
trading accounts established for the Trading Advisor.  Such assets
are used as margin to engage in trading and may be used as margin
solely for the Partnership?s trading. The assets are held in
either non-interest bearing bank accounts or in securities and
instruments permitted by the CFTC for investment of customer
segregated or secured funds.  Since the Partnership?s sole purpose
is to trade in futures, forwards, and options, it is expected that
the Partnership will continue to own such liquid assets for margin
purposes.

The Partnership?s investment in futures, forwards, and options
may, from time to time, be illiquid.  Most U.S. futures exchanges
limit fluctuations in prices during a single day by regulations
referred to as ?daily price fluctuations limits? or ?daily
limits?.  Trades may not be executed at prices beyond the daily
limit.  If the price for a particular futures or options contract
has increased or decreased by an amount equal to the daily limit,
positions in that futures or options contract can neither be taken
nor liquidated unless traders are willing to effect trades at or
within the limit.  Futures prices have occasionally moved the
daily limit for several consecutive days with little or no
trading. These market conditions could prevent the Partnership
<page> from promptly liquidating its futures or options contracts
and result in restrictions on redemptions.

There is no limitation on daily price moves in trading forward
contracts on foreign currencies.  The markets for some world
currencies have low trading volume and are illiquid, which may
prevent the Partnership from trading in potentially profitable
markets or prevent the Partnership from promptly liquidating
unfavorable positions in such markets, subjecting it to
substantial losses.  Either of these market conditions could
result in restrictions on redemptions. For the periods covered by
this report, illiquidity has not materially affected the
Partnership?s assets.

There are no known material trends, demands, commitments, events,
or uncertainties at the present time that are reasonably likely to
result in the Partnership?s liquidity increasing or decreasing in
any material way.

Capital Resources.  The Partnership does not have, nor does it
expect to have, any capital assets.  Redemptions of units of
limited partnership interest (?Unit(s)?) in the future will affect
the amount of funds available for investments in futures,
forwards, and options in subsequent periods.  It is not possible
to estimate the amount, and therefore the impact, of future
outflows of Units.

<page> There are no known material trends, favorable or
unfavorable, that would affect, nor any expected material changes
to, the Partnership?s capital resource arrangements at the present
time.

Off-Balance Sheet Arrangements and Contractual Obligations.  The
Partnership does not have any off-balance sheet arrangements, nor
does it have contractual obligations or commercial commitments to
make future payments that would affect its liquidity or capital
resources.

Results of Operations
General.  The Partnership?s results depend on the Trading Advisor
and the ability of the Trading Advisor?s trading program to take
advantage of price movements in the futures, forwards, and options
markets.  The following presents a summary of the Partnership?s
operations for the three and nine month periods ended September
30, 2006 and 2005, and a general discussion of its trading
activities during each period.  It is important to note, however,
that the Trading Advisor trades in various markets at different
times and that prior activity in a particular market does not mean
that such market will be actively traded by the Trading Advisor or
will be profitable in the future. Consequently, the results of
operations of the Partnership are difficult to discuss other than
in the context of the Trading Advisor?s trading activities on
behalf of the Partnership during the period in question. Past
performance is no guarantee of future results.
<page>
The Partnership?s results of operations set forth in the
financial statements on pages 2 through 13 of this report are
prepared in accordance with accounting principles generally
accepted in the United States of America, which require the use
of certain accounting policies that affect the amounts reported
in these financial statements, including the following:  The
contracts the Partnership trades are accounted for on a trade-
date basis and marked to market on a daily basis. The difference
between their cost and market value is recorded on the
Consolidated Statements of Operations as ?Net change in
unrealized trading profit (loss)? for open (unrealized)
contracts, and recorded as ?Realized trading profit (loss)? when
open positions are closed out.  The sum of these amounts
constitutes the Partnership?s trading results.  The market value
of a futures contract is the settlement price on the exchange on
which that futures contract is traded on a particular day.  The
value of foreign currency forward contracts is based on the spot
rate as of the close of business.  Interest income, as well as
management fees, incentive fees, brokerage fees, and transaction
fees and costs of the Partnership are recorded on an accrual
basis.

Demeter believes that, based on the nature of the operations of
the Partnership, no assumptions relating to the application of
critical accounting policies other than those presently used could
reasonably affect reported amounts.
<page> For the Three and Nine Months Ended September 30, 2006
The Partnership recorded total trading results including interest
income totaling $438,098, expenses totaling $228,738, and
minority interest of $2,063, resulting in net income of $207,297
for the three months ended September 30, 2006.  The Partnership?s
net asset value per Unit increased from $1,882.97 at June 30,
2006 to $1,910.06 at September 30, 2006.

The most significant trading gains of approximately 1.3% were
recorded in the global interest rate sector, primarily during
August, from long positions in U.S. fixed-income futures as
prices increased on higher demand amid concerns of a slowing
global economy and news that Iran would continue its nuclear
research program. During September, U.S. interest rate futures
prices moved higher following government reports showing a weak
housing market and slowing manufacturing activity. Additional
gains of approximately 0.9% were recorded in the global stock
index markets, during August and September, from long positions
in S&P 500 Index futures as prices moved higher on strong
performance in the technology sector, solid corporate earnings,
and a stronger-than-expected increase in U.S. consumer
confidence.  Within the metals markets, gains of approximately
0.1% were recorded, primarily during July and August, from long
positions in nickel futures as prices advanced on reports of weak
global stockpiles, consistently strong global demand, and lower-
than-forecasted production. In addition, prices were boosted by
news of labor disputes at mining facilities in Canada.  A portion
<page> of the Partnership?s overall gains for the quarter was
offset by losses of approximately 0.5% in the agricultural
markets during July from short positions in corn futures as
prices increased on high demand and low inventories.  Additional
losses were experienced from newly established long positions in
corn futures as prices reversed lower towards the latter half of
July on favorable weather forecasts.  Elsewhere in the
agricultural complex, losses were incurred during July from long
positions in orange juice futures as prices moved lower after the
U.S. Department of Agriculture reported an increase in orange
juice production.  Additional losses were incurred from newly
established short positions in orange juice futures as prices
reversed higher towards the end of July on concerns regarding
poor harvest due to hot weather and labor shortages.  Elsewhere
in the agricultural complex, long positions in lean hog and live
cattle futures incurred losses during July and September as
prices declined on technically-based selling.  Additional losses
of approximately 0.1% were incurred in the currency markets,
primarily during August, from long positions in the euro versus
the Australian dollar and U.S. dollar as the Australian dollar
strengthened on expectations that the Reserve Bank of Australia
would raise interest rates in the near-future, while the U.S.
dollar moved higher on stronger-than-expected economic data.

The Partnership recorded total trading results including interest
income totaling $828,159, expenses totaling $710,836, and minority
interest of $547, resulting in net income of $116,776 for the nine
<page> months ended September 30, 2006.  The Partnership?s net
asset value per Unit increased from $1,895.39 at December 31, 2005
to $1,910.06 at September 30, 2006.


The most significant trading gains of approximately 1.4% were
recorded in the global stock index markets, primarily during
January and March, from long positions in U.S. equity index
futures as prices trended higher on strong corporate earnings and
solid economic data.  Additional gains were experienced, during
August and September, from long positions in U.S. equity index
futures as prices increased on falling energy prices. In
addition, the S&P 500 Index closed at a five-and-a-half year high
after the U.S. Conference Board reported a stronger-than-expected
rebound in consumer confidence in September. Additional gains of
approximately 0.7% were experienced within the metals markets,
primarily during January and March, from long futures positions
in copper, nickel, and zinc as prices strengthened amid weak
supplies, forecasts for continued buying by China, and
acceleration in global demand. Further gains were experienced,
during July and August, from long positions in nickel futures as
prices advanced on reports of weak global stockpiles,
consistently strong global demand, and lower-than-forecasted
production. In addition, prices were boosted by news of labor
disputes at mining facilities in Canada.   Smaller gains of
approximately 0.6% were recorded in the global interest rate
futures markets, during March and April, from short positions in
U.S. fixed-income futures as prices trended lower amid strength
<page> in regional equity markets and investor sentiment that
interest rates in the United States would rise in order to combat
inflation.  During August, further gains were recorded from long
positions in U.S. fixed-income futures as prices increased on
higher demand amid concerns of a slowing global economy and news
that Iran would continue its nuclear research program.  U.S.
interest rate futures prices also moved higher during September
following government reports showing a weak housing market and
slowing manufacturing activity. A portion of the Partnership?s
overall gains for the first nine months of the year was offset by
losses of approximately 0.7% in the agricultural markets, during
May, from short futures positions in corn as prices moved higher
on news of strong demand and bullish export data. During June,
newly established long positions in corn futures incurred further
losses as prices reversed lower on favorable weather conditions
in the U.S. Midwest and reports of improved crop conditions.
Additional losses were recorded during July from short and long
positions in corn futures as prices moved higher amid high demand
but reversed lower at the end of the month as the U.S. corn
harvest started. Further losses in the agricultural complex were
incurred during July from long positions in orange juice futures
as prices moved lower after the U.S. Department of Agriculture
reported an increase in orange juice production.  Additional
losses were incurred from newly established short positions in
orange juice futures as prices reversed higher toward the end of
July on concerns regarding poor harvest due to hot weather and
labor shortages.  Within the energy markets, losses of
<page> approximately 0.2% were incurred during March from short
futures positions in crude oil and its related products as prices
moved higher on fears of supply disruptions fueled by news of
geopolitical tensions in Nigeria.  Newly established long
positions in crude oil futures experienced additional losses as
prices fell during May after supply data from the U.S. Department
of Energy showed crude oil inventory levels at an eight-year
high.  Crude oil prices continued to fall into June on news of
the death of Iraqi insurgent leader Abu Musab al-Zarqawi and
positive steps taken regarding the nuclear standoff between the
U.S. and Iran.  Elsewhere in the energy markets, further losses
were incurred during July from short positions in natural gas
futures as prices moved higher amid hot weather across much of
the U.S. and news of a decline in domestic supplies. During
August, additional losses were recorded from newly established
long positions in natural gas futures as prices reversed lower on
an overabundance in supply.

      For the Three and Nine Months Ended September 30, 2005
The Partnership recorded total trading results including interest
income totaling $26,425, expenses totaling $280,184, and minority
interest of $(3,100), resulting in a net loss of $250,659 for the
three months ended September 30, 2005.  The Partnership?s net
asset value per Unit decreased from $1,914.77 at June 30, 2005 to
$1,889.17 at September 30, 2005.

<page> The most significant trading losses of approximately 2.7%
were recorded in the global interest rate futures markets
throughout the quarter from both long and short positions in
U.S., European, and Canadian fixed-income futures as prices moved
without consistent direction amid conflicting economic data,
uncertainty regarding the future interest rate policy of the
United States and the European Union, and volatility in energy
prices.  Additional losses of approximately 0.4% were incurred in
the currency markets during July from short positions in the
Singapore dollar against the U.S. dollar as the value of the
Singapore dollar reversed higher due to strong investor sentiment
about the future economic performance of Singapore.  During
August, losses were incurred from long U.S. dollar positions
against the Singapore dollar, New Zealand dollar, and euro as the
value of the U.S. dollar declined amid higher crude oil prices,
lower durable goods orders, the U.S. trade imbalance, and
economic warnings from U.S. Federal Reserve Chairman Alan
Greenspan.  Additional losses stemmed from short euro cross-rate
positions against the Norwegian krone after the euro?s value
moved higher in response to U.S. dollar weakness.  A portion of
the Partnership?s overall losses for the quarter was offset by
gains of approximately 1.4% in the global stock indices sector,
primarily during July from long positions in U.S. stock index
futures as prices steadily rose throughout the month.  Positive
economic data pushed prices higher in the beginning of the month
as the strong U.S. jobs number indicated that the world?s largest
economy was undergoing strong growth.  Prices continued to <page>
strengthen after China reformed its U.S. dollar currency peg
policy, leading market participants to conclude that the re-
valuation in the Chinese yuan would likely ease trade tensions
between China and the U.S.  During September, long Japanese stock
index futures positions experienced gains as prices increased on
positive comments from Bank of Japan Governor Toshihiko Fukui,
who said that the Japanese economy was in the process of emerging
from a soft patch.  Additional gains of approximately 0.8% were
experienced in the energy markets during August from long
positions in natural gas futures as prices climbed higher after
Hurricane Katrina struck the U.S. Gulf Coast, resulting in
heavily damaged or destroyed refineries and production
facilities. Further gains were experienced during September from
long positions in natural gas as prices continued to strengthen
in response to concern for the long-term effects on supplies in
the Gulf of Mexico after Hurricane Katrina.  Also pushing prices
higher was anticipation of strong demand in the coming winter
months and fears for the approach of Hurricane Rita and the
additional damage it could have caused to output in the Gulf of
Mexico.  In the agricultural markets, gains of approximately 0.2%
were recorded during August and September from short futures
positions in soybeans and soybean-related products as prices
moved lower due to forecasts for supply increases spurred by
moisture in parts of the U.S. growing regions.

The Partnership recorded total trading results including interest
income totaling $(10,348), expenses totaling $870,671, and <page>
minority interest of $(10,518), resulting in a net loss of
$870,501 for the nine months ended September 30, 2005.  The
Partnership?s net asset value per Unit decreased from $1,970.00
at December 31, 2004 to $1,889.17 at September 30, 2005.

The most significant trading losses of approximately 1.4% were
incurred in the currency markets primarily during the first and
third quarters.  During the first quarter, losses stemmed from
long positions in the Singapore dollar versus the U.S. dollar as
the U.S. dollar advanced due to expectations that the Chinese
government would announce postponement of Chinese yuan re-
valuation for the foreseeable future.  Additional losses resulted
during January from short U.S. dollar positions versus the South
African rand and euro after the U.S. dollar?s value reversed
sharply higher amid conflicting economic data, improvements in
U.S. trade deficit data, and speculation for higher U.S. interest
rates.  During February, short positions in the Singapore dollar
and euro versus the U.S. dollar experienced losses as the U.S.
dollar?s value declined amid news of disappointing U.S. economic
data and proposed U.S. dollar reductions in foreign central bank
currency reserves.  Additional losses resulted during March from
long positions in the Singapore dollar and euro versus the U.S.
dollar, as well as from outright short positions in the U.S.
dollar index, after the value of the U.S. dollar reversed sharply
higher supported by market expectations for, and the eventual
increase in the U.S. federal funds rate by the U.S. Federal
Reserve.  The value of the U.S. dollar strengthened further
<page> following the release of a larger-than-expected increase
in February consumer prices.  During the latter half of August
and September, losses were incurred from long positions in the
New Zealand dollar against the U.S. dollar as the value of the
New Zealand dollar declined on fears for an economic slow-down in
New Zealand during 2006.  Smaller losses were incurred from long
positions in the euro versus the U.S. dollar in September as the
value of the euro was pulled down after the release of lower 2005
and 2006 growth estimates for the European economy and news that
Germany?s incumbent Chancellor, Gerhard Schroeder, refused to
concede defeat to the opposition leader, Angela Merkel, in the
days after the election.  Finally, losses were incurred during
July and August from positions in the Singapore dollar relative
to the U.S. dollar.  Within the global interest rates futures
markets, losses of approximately 1.1% were recorded during the
third quarter from positions in U.S. fixed-income futures as
prices moved without consistent direction amid conflicting
economic data, uncertainty regarding the future interest rate
policy of the United States and the European Union, and
volatility in energy prices.  In the metals markets, losses of
approximately 0.2% occurred during the first quarter from long
futures positions in nickel, copper, and zinc as prices declined
in response to strength in the U.S. dollar, lower equity prices,
and news of a drop in Chinese demand.  Further losses were
recorded in August and September from both long and short
positions in nickel futures as ?whipsawing? in market prices
resulted in trendless markets.  Smaller losses of approximately
<page> 0.1% resulted in the agricultural markets from long
futures positions in corn held during the first quarter after
prices declined amid a stronger U.S. dollar and technically-based
selling.  Additional sector losses resulted from long futures
positions in cocoa held during the third quarter as prices moved
lower on new hopes for political stability in the Ivory Coast.  A
portion of the Partnership?s overall losses for the first nine
months of the year was offset by gains of approximately 0.4%
recorded in the global stock index markets, during July and
August, from long positions in Japanese equity index futures as
prices trended higher on optimism about the future of the
Japanese economy.  Finally, during September, long Japanese stock
index futures positions experienced gains as prices increased
sharply on positive comments from Bank of Japan Governor
Toshihiko Fukui, who said that the Japanese economy was in the
process of emerging from a soft patch.  Smaller Partnership gains
of approximately 0.4% were recorded in the energy markets,
primarily during March, August, and September, from long futures
positions in natural gas.  During March, natural gas moved higher
in tandem with crude oil as prices were bolstered after OPEC oil
ministers stated that there were no plans to raise output at the
March 16 meeting.  Also strengthening natural gas prices was a
report by the Energy Information Administration stating that U.S.
inventories of gasoline and heating oil measured significantly
lower-than-expected.  During the third quarter, profits were
recorded as natural gas prices climbed higher on supply and
demand concerns after Hurricane Katrina struck the Gulf of <page>
Mexico.  Also pushing prices higher was anticipation of strong
demand in the coming winter months and fears for the additional
damage Hurricane Rita could have caused to output in the Gulf of
Mexico.

Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Introduction
The Partnership is a commodity pool engaged primarily in the
speculative trading of futures, forwards, and options.  The
market-sensitive instruments held by the Partnership are acquired
for speculative trading purposes only and, as a result, all or
substantially all of the Partnership?s assets are at risk of
trading loss.  Unlike an operating company, the risk of market-
sensitive instruments is inherent to the primary business
activity of the Partnership.

The futures, forwards, and options traded by the Partnership
involve varying degrees of related market risk.  Market risk is
often dependent upon changes in the level or volatility of
interest rates, exchange rates, and prices of financial
instruments and commodities, factors that result in frequent
changes in the fair value of the Partnership?s open positions,
and consequently in its earnings, whether realized or unrealized,
and cash flow.  Gains and losses on open positions of exchange-
traded futures, forwards, and options are settled daily through
variation margin.  Gains and losses on off-exchange-traded
forward currency contracts are settled upon termination of the
<page> contract.  However, the Partnership is required to meet
margin requirements equal to the net unrealized loss on open
contracts in the Partnership accounts with the counterparty,
which is accomplished by daily maintenance of the cash balance in
a custody account held at Morgan Stanley DW for the benefit of MS
& Co.

The Partnership?s total market risk may increase or decrease as
it is influenced by a wide variety of factors, including, but not
limited to, the diversification among the Partnership?s open
positions, the volatility present within the markets, and the
liquidity of the markets.

The face value of the market sector instruments held by the
Partnership is typically many times the applicable margin
requirements.  Margin requirements generally range between 2% and
15% of contract face value.  Additionally, the use of leverage
causes the face value of the market sector instruments held by
the Partnership typically to be many times the total
capitalization of the Partnership.

The Partnership?s past performance is no guarantee of its future
results.  Any attempt to numerically quantify the Partnership?s
market risk is limited by the uncertainty of its speculative
trading.  The Partnership?s speculative trading and use of
leverage may cause future losses and volatility (i.e., ?risk of
ruin?) that far exceed the Partnership?s experience to date under
<page> the ?Partnership?s Value at Risk in Different Market
Sectors? section and significantly exceed the Value at Risk
(?VaR?) tables disclosed.

Limited partners will not be liable for losses exceeding the
current net asset value of their investment.

Quantifying the Partnership?s Trading Value at Risk
The following quantitative disclosures regarding the Partner-
ship?s market risk exposures contain ?forward-looking statements?
within the meaning of the safe harbor from civil liability
provided for such statements by the Private Securities Litigation
Reform Act of 1995 (set forth in Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of
1934).  All quantitative disclosures in this section are deemed
to be forward-looking statements for purposes of the safe harbor,
except for statements of historical fact.

The Partnership accounts for open positions on the basis of mark
to market accounting principles.  Any loss in the market value of
the Partnership?s open positions is directly reflected in the
Partnership?s earnings and cash flow.

The Partnership?s risk exposure in the market sectors traded by
the Trading Advisor is estimated below in terms of VaR. The
Partnership estimates VaR using a model based upon historical
simulation (with a confidence level of 99%) which involves <page>
constructing a distribution of hypothetical daily changes in the
value of a trading portfolio.  The VaR model takes into account
linear exposures to risk including equity and commodity prices,
interest rates, foreign exchange rates, and correlation among
these variables.  The hypothetical changes in portfolio value are
based on daily percentage changes observed in key market indices
or other market factors (?market risk factors?) to which the
portfolio is sensitive.  The one-day 99% confidence level of the
Partnership?s VaR corresponds to the negative change in portfolio
value that, based on observed market risk factors, would have been
exceeded once in 100 trading days, or one day in 100.  VaR
typically does not represent the worst case outcome.  Demeter uses
approximately four years of daily market data (1,000 observations)
and re-values its portfolio (using delta-gamma approximations) for
each of the historical market moves that occurred over this time
period.  This generates a probability distribution of daily
?simulated profit and loss? outcomes.  The VaR is the appropriate
percentile of this distribution.  For example, the 99% one-day VaR
would represent the 10th worst outcome from Demeter?s simulated
profit and loss series.

The Partnership?s VaR computations are based on the risk
representation of the underlying benchmark for each instrument or
contract and do not distinguish between exchange and non-exchange
dealer-based instruments.  They are also not based on exchange
and/or dealer-based maintenance margin requirements.

<page> VaR models, including the Partnership?s, are continually
evolving as trading portfolios become more diverse and modeling
techniques and systems capabilities improve.  Please note that the
VaR model is used to numerically quantify market risk for
historic reporting purposes only and is not utilized by either
Demeter or the Trading Advisor in their daily risk management
activities.  Please further note that VaR as described above may
not be comparable to similarly-titled measures used by other
entities.


The Partnership?s Value at Risk in Different Market Sectors
The following table indicates the VaR associated with the
Partnership?s open positions as a percentage of total Net Assets
by primary market risk category at September 30, 2006 and 2005. At
September 30, 2006 and 2005, the Partnership?s total
capitalization was approximately $15 million and $18 million,
respectively.

Primary Market           September 30, 2006    September 30, 2005
Risk Category	  	        Value at Risk        Value at Risk

Interest Rate	                   (1.38)%	(2.89)%
Equity	(1.12)	(1.22)
Currency                  	(0.22)	(0.15)
Commodity           	(0.18)            	(0.20)
Aggregate Value at Risk        	(1.36)%	(2.86)%


The VaR for a market category represents the one-day downside
risk for the aggregate exposures associated with this market
<page> category.  The Aggregate Value at Risk listed above
represents the VaR of the Partnership?s open positions across all
the market categories, and is less than the sum of the VaRs for
all such market categories due to the diversification benefit
across asset classes.

Because the business of the Partnership is the speculative trading
of futures, forwards, and options, the composition of its trading
portfolio can change significantly over any given time period, or
even within a single trading day.  Such changes could positively
or negatively materially impact market risk as measured by VaR.

The table below supplements the quarter-end VaR set forth above
by presenting the Partnership?s high, low, and average VaR, as a
percentage of total Net Assets for the four quarter-end reporting
periods from October 1, 2005 through September 30, 2006.

Primary Market Risk Category        High      Low      Average
Interest Rate	(1.38)%	(0.35)%	(0.88)%
Equity	(1.56)	(0.57)	(1.16)
Currency	(0.22)	(0.04)	(0.10)
Commodity	(0.20)	(0.12)	(0.15)
Aggregate Value at Risk	(2.10)%	(0.75)%	(1.43)%


Limitations on Value at Risk as an Assessment of Market Risk

VaR models permit estimation of a portfolio?s aggregate market
risk exposure, incorporating a range of varied market risks,
<page> reflect risk reduction due to portfolio diversification or
hedging activities, and can cover a wide range of portfolio
assets.  However, VaR risk measures should be viewed in light of
the methodology?s limitations, which include, but may not be
limited to the following:
*	past changes in market risk factors will not always result in
accurate predictions of the distributions and correlations of
future market movements;
*	changes in portfolio value caused by market movements may
differ from those of the VaR model;
*	VaR results reflect past market fluctuations applied to current
trading positions while future risk depends on future
positions;
*	VaR using a one-day time horizon does not fully capture the
market risk of positions that cannot be liquidated or hedged
within one day; and
*	the historical market risk factor data used for VaR estimation
may provide only limited insight into losses that could be
incurred under certain unusual market movements.

In addition, the VaR tables above, as well as the past performance
of the Partnership, give no indication of the Partnership?s
potential ?risk of ruin?.

The VaR tables provided present the results of the Partnership?s
VaR for each of the Partnership?s market risk exposures and on an
<page> aggregate basis at September 30, 2005, and for the four
quarter-end reporting periods from October 1, 2005 through
September 30, 2006.  VaR is not necessarily representative of the
Partnership?s historic risk, nor should it be used to predict the
Partnership?s future financial performance or its ability to
manage or monitor risk.  There can be no assurance that the
Partnership?s actual losses on a particular day will not exceed
the VaR amounts indicated above or that such losses will not occur
more than once in 100 trading days.

Non-Trading Risk
The Partnership has non-trading market risk on its foreign cash
balances.  These balances and any market risk they may represent
are immaterial.

The Partnership also maintains a substantial portion of its
available assets in cash at Morgan Stanley DW; as of September 30,
2006, such amount is equal to approximately 97% of the
Partnership?s net asset value.  A decline in short-term interest
rates would result in a decline in the Partnership?s cash
management income.  This cash flow risk is not considered to be
material.

Materiality, as used throughout this section, is based on an
assessment of reasonably possible market movements and any
associated potential losses, taking into account the leverage,
optionality, and multiplier features of the Partnership?s market-
<page> sensitive instruments, in relation to the Partnership?s Net
Assets.

Qualitative Disclosures Regarding Primary Trading Risk Exposures
The following qualitative disclosures regarding the Partnership?s
market risk exposures ? except for (A) those disclosures that are
statements of historical fact and (B) the descriptions of how the
Partnership manages its primary market risk exposures ? constitute
forward-looking statements within the meaning of Section 27A of
the Securities Act and Section 21E of the Securities Exchange Act.
The Partnership?s primary market risk exposures, as well as the
strategies used and to be used by Demeter and the Trading Advisor
for managing such exposures, are subject to numerous
uncertainties, contingencies and risks, any one of which could
cause the actual results of the Partnership?s risk controls to
differ materially from the objectives of such strategies.
Government interventions, defaults and expropriations, illiquid
markets, the emergence of dominant fundamental factors, political
upheavals, changes in historical price relationships, an influx of
new market participants, increased regulation, and many other
factors could result in material losses, as well as in material
changes to the risk exposures and the risk management strategies
of the Partnership.  Investors must be prepared to lose all or
substantially all of their investment in the Partnership.

The following were the primary trading risk exposures of the
Partnership at September 30, 2006 by market sector.  It may be
<page> anticipated, however, that these market exposures will
vary materially over time.

Interest Rate.  The largest market exposure of the Partnership at
September 30, 2006 was to the global interest rate sector.
Exposure was primarily spread across the U.S., New Zealand,
European, and Japanese interest rate sectors.  Interest rate
movements directly affect the price of the sovereign bond futures
positions held by the Partnership and indirectly affect the value
of its stock index and currency positions.  Interest rate
movements in one country, as well as relative interest rate
movements between countries, materially impact the Partnership?s
profitability.  The Partnership?s interest rate exposure is
generally to interest rate fluctuations in the U.S. and the other
G-7 countries interest rates.  The G-7 countries consist of
France, the U.S., Britain, Germany, Japan, Italy, and Canada.
However, the Partnership also takes futures positions in the
government debt of smaller countries ? e.g., New Zealand.
Demeter anticipates that the G-7 countries? interest rates, as
well as New Zealand interest rates, will remain the primary
interest rate exposures of the Partnership for the foreseeable
future.  The speculative futures positions held by the
Partnership range from short to long-term instruments.
Consequently, changes in short, medium, or long-term interest
rates may have an effect on the Partnership.

<page> Equity.  The second largest market exposure of the
Partnership at September 30, 2006 was to the global stock index
sector, primarily to equity price risk in the G-7 countries.  The
stock index futures traded by the Partnership are by law limited
to futures on broadly-based indices.  At September 30, 2006, the
Partnership?s primary exposures were to the S&P 500 (U.S.), DAX
(Germany), NASDAQ 100 (U.S.), RUSSELL 2000 (U.S.), NIKKEI 225
(Japan), and SPI 200 (Australia) stock indices.  The Partnership
is primarily exposed to the risk of adverse price trends or
static markets in the U.S., European, and Japanese stock indices.
Static markets would not cause major market changes, but would
make it difficult for the Partnership to avoid trendless price
movements, resulting in numerous small losses.

Currency.  At September 30, 2006 the Partnership had market
exposure to the currency sector.  Exposure was to exchange rate
fluctuations, primarily fluctuations which disrupt the historical
pricing relationships between different currencies and currency
pairs.  Interest rate changes, as well as political and general
economic conditions influence these fluctuations.  The
Partnership trades a large number of currencies, including cross-
rates - i.e., positions between two currencies other than the
U.S. dollar.  At September 30, 2006, the Partnership?s major
exposures were to the euro and Norwegian krone currency crosses,
as well as to outright U.S. dollar positions.  Outright positions
consist of the U.S. dollar vs. other currencies.  These other
currencies include major and minor currencies.  Demeter does not
<page> anticipate that the risk associated with the Partnership?s
currency trades will change significantly in the future.

Commodity.
Soft Commodities and Agriculturals.  The third largest
market exposure of the Partnership at September 30, 2006 was
to the markets that comprise these sectors.  Most of the
exposure was to the wheat, soybeans, live cattle, cotton,
feeder cattle, lean hogs, corn, orange juice, and coffee
markets.  Supply and demand inequalities, severe weather
disruptions, and market expectations affect price movements
in these markets.

Energy.  At September 30, 2006, the Partnership had market
exposure to the energy sector.  The Partnership?s energy
exposure was shared primarily by futures contracts in crude
oil and its related products, and natural gas.  Price
movements in these markets result from geopolitical
developments, particularly in the Middle East, as well as
weather patterns and other economic fundamentals.
Significant profits and losses, which have been experienced
in the past, are expected to continue to be experienced in
the future.  Natural gas has exhibited volatility in prices
resulting from weather patterns and supply and demand
factors and will likely continue in this choppy pattern.

<page> Qualitative Disclosures Regarding Non-Trading Risk
Exposure
The following was the only non-trading risk exposure of the
Partnership at September 30, 2006:

Foreign Currency Balances.  The Partnership?s primary
foreign currency balances at September 30, 2006 were in
euros, Australian dollars, Norwegian krones, Japanese yen,
British pounds, Canadian dollars, South African rand, Swiss
francs, and New Zealand dollars. The Partnership controls
the non-trading risk of foreign currency balances by
regularly converting them back into U.S. dollars upon
liquidation of their respective positions.

Qualitative Disclosures Regarding Means of Managing Risk Exposure
The Partnership and the Trading Advisor, separately, attempt to
manage the risk of the Partnership?s open positions in essentially
the same manner in all market categories traded.  Demeter attempts
to manage market exposure by diversifying the Partnership?s assets
among different market sectors and trading approaches, and by
monitoring the performance of the Trading Advisor daily.  In
addition, the Trading Advisor establishes diversification
guidelines, often set in terms of the maximum margin to be
committed to positions in any one market sector or market-
sensitive instrument.

<page> Demeter monitors and controls the risk of the Partnership?s
non-trading instruments, cash.  Cash is the only Partnership
investment directed by Demeter, rather than the Trading Advisor.

Item 4.  CONTROLS AND PROCEDURES
(a)	As of the end of the period covered by this quarterly report,
the President and Chief Financial Officer of Demeter, the
general partner of the Partnership, have evaluated the
effectiveness of the Partnership?s disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) of
the Exchange Act), and have judged such controls and
procedures to be effective.

(b)	There have been no material changes during the period
covered by this quarterly report in the Partnership?s
internal control over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f) of the Exchange Act) or in
other factors that could significantly affect these controls
subsequent to the date of their evaluation.
<page> PART II.  OTHER INFORMATION


Item 1A.  RISK FACTORS

Information regarding risk factors appears in Item 2.
?Management?s Discussion and Analysis of Financial Condition and
Results of Operations? and Item 3. ?Quantitative and Qualitative
Disclosures about Market Risk? of this Form 10-Q.  There have been
no other material changes from the risk factors previously
referenced in the Partnership?s Report on Form 10-K for the fiscal
year ended December 31, 2005 and the Partnership?s Reports on Form
10-Q for the quarters ended March 31, 2006 and June 30, 2006.


Item 5.  OTHER INFORMATION
Management.  On September 22, 2006, the following individual was
elected as a Director of Demeter.  Jacques Chappuis, age 37, is a
Director of Demeter, and will be a principal of Demeter, pending
approval by and registration with the National Futures
Association.  Mr. Chappuis is a Managing Director of Morgan
Stanley and Head of Alternative Investments for the Global Wealth
Management Group.  Prior to joining Morgan Stanley in 2006, Mr.
Chappuis was Head of Alternative Investments for Citigroup?s
Global Wealth Management Group and prior to that a Managing
Director at Citigroup Alternative Investments.  Before joining
Citigroup, Mr. Chappuis was a consultant at the Boston Consulting
Group, where he focused on the financial services sector, and a
corporate finance Associate at Bankers Trust Company.  Mr.
Chappuis received a B.A. degree in finance from Tulane University
<page> in 1991 and an MBA in finance, with honors, from the
Columbia University Graduate School of Business in 1998.

On November 6, 2006, Mr. Kevin Perry resigned his position as
Chief Financial Officer of Demeter effective November 7, 2006.

On November 7, 2006, the Board of Directors of Demeter appointed
Mr. Lee Horwitz as the Chief Financial Officer of Demeter.  Lee
Horwitz, age 55, is the Chief Financial Officer of Demeter, and
will be a principal of Demeter, pending approval by and
registration with the National Futures Association.  Mr. Horwitz
currently serves as an Executive Director and Controller within
the Global Wealth Management Group at Morgan Stanley.  Mr.
Horwitz joined Morgan Stanley in March 1984 and has held a
variety of positions throughout Morgan Stanley?s organization
during his tenure.  Mr. Horwitz received a B.A. degree from
Queens College and an MBA from Rutgers University.  Mr. Horwitz
is a Certified Public Accountant.

Other.  Effective July 20, 2006, Dean Witter Principal Plus Fund
L.P. was renamed to Morgan Stanley Principal Plus Fund L.P.

Effective October 5, 2006, Dean Witter Principal Plus Fund
Management L.P. was renamed to Morgan Stanley Principal Plus Fund
Management L.P.


<page>
Item 6.  EXHIBITS

31.01	Certification of President of Demeter Management
Corporation, the general partner of the Partnership,
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
31.02	Certification of Chief Financial Officer of Demeter
Management Corporation, the general partner of the
Partnership, pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002.
32.01	Certification of President of Demeter Management
Corporation, the general partner of the Partnership,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
32.02	Certification of Chief Financial Officer of Demeter
Management Corporation, the general partner of the
Partnership, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.















<page>




SIGNATURE



Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.




                      Morgan Stanley Principal Plus Fund L.P.
                      (Registrant)

                      By:   Demeter Management Corporation
                            (General Partner)

November 14, 2006     By:  /s/Lee Horwitz
                              Lee Horwitz
                              Chief Financial Officer




The General Partner which signed the above is the only party
authorized to act for the Registrant.  The Registrant has no
principal executive officer, principal financial officer,
controller, or principal accounting officer and has no Board of
Directors.











DEAN WITTER PRINCIPAL PLUS FUND L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1489: