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 June 30, 2007 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
522 Fifth Avenue, 13th Floor
New York, NY							      	10036
(Address of principal executive offices)	  	         (Zip Code)

Registrant?s telephone number, including area code       (212) 296-1999

330 Madison Avenue, 8th Floor, New York, NY 10017

(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.

	INDEX TO QUARTERLY REPORT ON FORM 10-Q

	June 30, 2007

<caption>


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

				<c>
	Consolidated Statements of Financial Condition as of
	June 30, 2007 (Unaudited) and December 31, 2006...............2

	Consolidated Statements of Operations for the Three and
	Six Months Ended June 30, 2007 and 2006 (Unaudited)...........3

	Consolidated Statements of Changes in Partners? Capital for
the Six Months Ended June 30, 2007 and 2006 (Unaudited).......4

	Consolidated Statements of Cash Flows for the Six Months
	Ended June 30, 2007 and 2006 (Unaudited)......................5

	Notes to Consolidated Financial Statements (Unaudited).....6-12

Item 2.	Management?s Discussion and Analysis of
			Financial Condition and Results of Operations........13-25

Item 3.	Quantitative and Qualitative Disclosures about
			Market Risk..........................................26-39

Item 4.	Controls and Procedures.................................39

Item 4T.	Controls and Procedures.................................40


PART II. OTHER INFORMATION

Item 1A.Risk Factors............................................41

Item 6.	Exhibits................................................41

</table>


<page> <table> PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

	MORGAN STANLEY PRINCIPAL PLUS FUND L.P.
	CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<caption>

	                   June 30,	     December 31,
                                   2007      	    2006
	                      $	    $
	                        (Unaudited)
ASSETS

	<c>	<c>
Equity in futures interests trading accounts:
	Unrestricted cash	11,935,948	13,545,110
    Restricted cash					                            829,473	       681,672

	     Total cash	   12,765,421	   14,226,782

	Net unrealized gain on open contracts (MS&Co.)	173,692   	         10,199
	Net unrealized gain on open contracts (MSIL)	           8,575	         11,335

	     Total net unrealized gain on open contracts	        182,267	         21,534

	     Total Trading Equity	12,947,688	  14,248,316

Interest receivable (MS&Co.)	         44,670	          56,037

	     Total Assets	  12,992,358	   14,304,353

LIABILITIES AND PARTNERS? CAPITAL

Liabilities

Redemptions payable	145,268	137,293
Accrued administrative expenses	102,088	99,434
Accrued brokerage fees (MS&Co.)	42,968	47,350
Accrued management fees  	       10,742	         11,838

  Total Liabilities                      301,066		      295,915

Minority Interest          4,354          3,253

Partners? Capital

Limited Partners (6,480.862 and
    7,225.105 Units, respectively)	12,478,926	13,798,864
General Partner (108.030 Units)	       208,012	        206,321

	     Total Partners? Capital	  12,686,938  	   14,005,185

	     Total Liabilities and Partners? Capital	   12,992,358	   14,304,353


NET ASSET VALUE PER UNIT 	       1,925.50	       1,909.85

<fn>

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


	<page> <table> MORGAN STANLEY PRINCIPAL PLUS FUND L.P.
	CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	<caption>

                           For the Three Months                    For the Six Months
                           Ended June 30,                           Ended June 30,

                           2007   	              2006    	        2007   	    2006
                               $	                       $	            $ 	$

	           <c>		<c>		<c>			<c.>
INVESTMENT INCOME
	Interest income (MS&Co.)   142,540    172,217	   298,461	           331,899
184:
EXPENSES
	Brokerage commissions (MS&Co.)	131,253	158,864	267,198	326,072
	Administrative expenses	35,000	27,000	64,000	52,000
	Management fees	32,813	39,716      	    66,799	81,518
	Transaction fees and costs	    11,680	       9,992	    24,240	      22,508

		   Total Expenses 	   210,746	    235,572	   422,237	    482,098

NET INVESTMENT LOSS 	    (68,206)	     (63,355)	   (123,776)	   (150,199)

TRADING RESULTS
Trading profit (loss):
	Realized	411,375	80,643 	61,696	(137,021)
	Net change in unrealized	    75,421	   (166,428)	      160,733	     195,183

		   Total Trading Results	   486,796	    (85,785)	    222,429	       58,162

NET INCOME (LOSS) BEFORE
 MINORITY INTEREST	418,590	(149,140)	98,653	(92,037)

Less: Minority Interest	     4,625	       (1,817)        	     1,101	      (1,516)

NET INCOME (LOSS)	  413,965	   (147,323)	   97,552   	    (90,521)

NET INCOME (LOSS) ALLOCATION

	Limited Partners	407,494	(145,250)	95,861  	(89,179)
	General Partner 	6,471	(2,073)		        1,691	       (1,342)


NET INCOME (LOSS) PER UNIT

           	59.90	        (19.19)        	    15.65	(12.42)
               	59.90                  	(19.19)               	15.65	          (12.42)



<fn>


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

</table>


<page> <table> MORGAN STANLEY PRINCIPAL PLUS FUND L.P.
	CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS? CAPITAL
	For the Six Months Ended June 30, 2007 and 2006
	(Unaudited)


<caption>


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

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

Net Loss                   	?		(89,179)	(1,342)	(90,521)

Redemptions	      (924.883)	 (1,761,936)                 ?      	  (1,761,936)

Partners? Capital,
	June 30, 2006  	          8,002.484	  14,864,984	  203,417	 15,068,401




Partners? Capital,
	December 31, 2006	   7,333.135	13,798,864	          206,321	              14,005,185

Net Income                   	?		95,861	1,691	97,552

Redemptions	      (744.243)	 (1,415,799)                 ?      	  (1,415,799)

Partners? Capital,
	June 30, 2007  	          6,588.892	  12,478,926	  208,012	 12,686,938






<fn>











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


<page> <table>
	MORGAN STANLEY PRINCIPAL PLUS FUND L.P.
	CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)



<caption>

	          For the Six Months Ended June 30,

	      2007     	      2006
	      $	      $


CASH FLOWS FROM OPERATING ACTIVITIES

			<c>	<c>
Net income (loss)	97,552	(90,521)
Noncash item included in net income (loss):
	Net change in unrealized	(160,733)	(195,183)

(Increase) decrease in operating assets:
	Restricted cash	(147,801)	306,788
	Interest receivable (MS&Co.)	11,367	(1,899)

Increase (decrease) in operating liabilities:
	Accrued administrative expenses	2,654	(32,432)
	Accrued brokerage fees (MS&Co.)	(4,382)	(6,449)
	Accrued management fees	       (1,096)	          (1,611)

Net cash used for operating activities	   (202,439)	        (21,307)


CASH FLOWS FROM FINANCING ACTIVITIES

Cash paid for redemptions of Units	(1,407,824)	(1,834,603)
Increase (decrease) in minority interest	           1,101	            (1,516)

Net cash used for financing activities	  (1,406,723)	     (1,836,119)

Net decrease in unrestricted cash	(1,609,162)	(1,857,426)

Unrestricted cash at beginning of period	  13,545,110	    16,730,219

Unrestricted cash at end of period	   11,935,948	    14,872,793




<fn>

341:

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


<page> MORGAN STANLEY PRINCIPAL PLUS FUND L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2007

(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. (the
?Partnership?).  The consolidated financial statements and
condensed notes herein should be read in conjunction with the
Partnership?s December 31, 2006, Annual Report on Form 10-K.

1.  Organization
Morgan Stanley 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?).

The Partnership?s general partner is Demeter Management
Corporation (?Demeter?).  Morgan Stanley & Co. Incorporated
(?MS&Co.?) is the Partnership?s principal commodity broker-dealer
and also acts as the counterparty on all trading of foreign
currency forward contracts.  In addition, Morgan Stanley & Co.


<page> MORGAN STANLEY PRINCIPAL PLUS FUND L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

International plc (?MSIL?) serves as the commodity broker for
trades on the London Metal Exchange.  Effective April 13, 2007,
Morgan Stanley & Co. International Limited changed its name to
Morgan Stanley & Co. International plc.  Demeter, 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.
(the ?Trading Company?) was established solely to trade in Futures
Interests on behalf of the Partnership.

2.  Related Party Transactions
The Partnership?s and Trading Company?s cash is on deposit with
MS&Co. and MSIL in futures, forward, and options trading accounts
to meet margin requirements as needed.  MS&Co. pays monthly
interest income on 100% and 90% of the Partnership?s and the
Trading Company?s, respectively, average daily Net Assets for the
month at a rate equal to the monthly average yield on 4-week U.S.
Treasury bills discount rate during such month.  The Trading
Company pays brokerage fees to MS&Co.

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

<page> MORGAN STANLEY PRINCIPAL PLUS FUND L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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
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:


<page> MORGAN STANLEY PRINCIPAL PLUS FUND L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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.


The net unrealized gains 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
	on Open Contracts	Longest Maturities
		Off-			Off-
	Exchange-	Exchange-		Exchange-	Exchange-
Date	 Traded 	 Traded 	Total	 Traded 	 Traded
	  $	   $	  $
Jun. 30, 2007	182,267	-  	182,267    	Dec. 2007       -
Dec. 31, 2006	21,534	-  	21,534    	Jun. 2007       -

The Partnership has credit risk associated with counterparty non-
performance.  As of the date of the financial statements, the

<page> MORGAN STANLEY PRINCIPAL PLUS FUND L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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 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, exchange-traded forward, and exchange-traded futures-
styled options contracts are marked to market on a daily basis,
with variations in value settled on a daily basis.  MS&Co. and
MSIL, each as a futures commission merchant for the Partnership?s
exchange-traded futures, exchange-traded forward, and exchange-
traded 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, exchange-traded forward, and exchange-
traded futures-styled options contracts, including an amount equal
to the net unrealized gains (losses) on all open exchange-traded
futures, exchange-traded forward, and exchange-traded futures-
styled options contracts, which  funds, in the aggregate, totaled
$12,947,688 and $14,248,316 at June 30, 2007, and December 31,
2006, respectively.  With respect to the Partnership?s off-

<page> MORGAN STANLEY PRINCIPAL PLUS FUND L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

exchange-traded forward currency contracts, there are no daily
settlements of variation in value, nor is there any requirement
that an amount equal to the net unrealized gains (losses) on such
contracts be segregated.  However, the Partnership is required to
meet margin requirements equal to the net unrealized loss on open
forward currency contracts in the Partnership accounts with the
counterparty, which is accomplished by daily maintenance of the
cash balance in a custody account held at 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 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 Financial Accounting Standards Board (?FASB?)
issued interpretation No. 48, ?Accounting for Uncertainty in
Income Taxes ? an interpretation of FASB Statement 109? (?FIN
48?).  FIN 48 clarifies the accounting for income taxes by
prescribing the minimum recognition threshold a tax position must
meet before being recognized in the financial statements.  FIN 48

<page> MORGAN STANLEY PRINCIPAL PLUS FUND L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONCLUDED)

was effective for the Partnership as of January 1, 2007.  Based
on its analysis, management believes that the adoption of FIN 48
has no impact on the Partnership?s Financial Statements.




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
disclosures about fair value measurements.  SFAS NO. 157 is
effective for the Partnership as of January 1, 2008.  The impact
to the Partnership?s Financial Statements, if any, is currently
being assessed.



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


Liquidity.  The Partnership deposits its assets with MS&Co. and
MSIL as commodity brokers in separate futures, forward, 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, forward, and options
markets.  The following presents a summary of the Partnership?s
operations for the three and six month periods ended June 30,
2007, and 2006, 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
<page> the Partnership during the period in question. Past
performance is no guarantee of future results.

The Partnership?s results of operations set forth in the
financial statements on pages 2 through 12 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 a foreign currency forward contract 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.

<page> 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.

For the Three and Six Months Ended June 30, 2007
The Partnership recorded total trading results including interest
income totaling $629,336, expenses totaling $210,746, and
minority interest of $4,625, resulting in net income of $413,965
for the three months ended June 30, 2007.  The Partnership?s net
asset value per Unit increased from $1,865.60 at March 31, 2007,
to $1,925.50 at June 30, 2007.

The most significant trading gains of approximately 1.9% were
recorded in the global interest rate sector primarily during May
and June from short positions in European fixed-income futures as
prices moved lower amid continued optimism about the European
economy.  Additionally, European interest rate futures prices
were pressured lower on news that Germany's unemployment rate
held at a six-year low, French unemployment dropped to the lowest
level in 24 years, and housing prices in the United Kingdom
showed their biggest jump this year.  Elsewhere in the interest
rate futures markets, gains were recorded from short positions in
Japanese government bond futures during June as prices moved
lower on weaker demand for Japanese yen-denominated assets.
Further gains of approximately 1.3% were experienced in the
<page> global stock index sector during April and May from long
positions in U.S. and German equity index futures as prices moved
higher on continued strong corporate earnings and increased
merger and acquisition activity.  In addition, prices were
pressured higher amid strong U.S. retail sales data as well as
rising consumer sentiment in the Euro-Zone.  Within the metals
markets, gains of approximately 0.5% were experienced primarily
during April from long positions in nickel and copper futures as
prices increased after the International Monetary Fund's strong
global growth forecasts bolstered sentiment that demand for base
metals might increase in 2007.  Additional gains were recorded
from newly established short positions in nickel futures during
June as prices reversed lower on news that China might cut
stainless steel output.  Elsewhere in the metals complex, short
positions in silver futures resulted in gains during June as
prices fell amid speculative selling.  Smaller gains of
approximately 0.1% were recorded in the energy markets primarily
during April from long futures positions in gasoline as prices
moved higher amid concerns of supply shortages going into the
U.S. summer driving season.  A portion of the Partnership?s gains
in the second quarter was offset by losses of approximately 0.1%
experienced in the agricultural markets during May from both
short and long futures positions in lean hogs, feeder cattle, and
live cattle as prices moved without consistent direction.
Elsewhere in the agricultural complex, short positions in corn
futures resulted in additional losses during May as prices moved
<page> higher amid lower production and increased demand for
alternative fuel sources.

The Partnership recorded total trading results including interest
income totaling $520,890, expenses totaling $422,237, and
minority interest of $ 1,101, resulting in net income of $97,552
for the six months ended June 30, 2007.  The Partnership?s net
asset value per Unit increased from $1,909.85 at December 31,
2006, to $1,925.50 at June 30, 2007.

The most significant trading gains of approximately 1.1% were
recorded in the global interest rate sector throughout a
majority of the year from short positions in European fixed-
income futures as prices trended lower amid consistently strong
consumer sentiment and unemployment data out of Germany, France,
and the United Kingdom.  Elsewhere in the interest rate futures
markets, gains were recorded from short positions in Japanese
government bonds primarily during June as prices moved lower on
weaker demand for Japanese yen-denominated assets.  Additional
gains of approximately 1.0% were experienced in the metals
markets during February, March, and April from long positions in
nickel and copper futures as prices moved higher on continued
speculation that low stockpiles might create a supply shortage
in the future and after the International Monetary Fund's strong
global growth forecasts bolstered sentiment that demand for base
metals might increase this year.  Further gains were recorded
<page> from newly established short positions in nickel futures
as prices reversed lower during June on news that China might
cut stainless steel output.  Elsewhere in the metals complex,
short positions in silver futures resulted in gains during March
and June as prices fell amid speculative selling.  Smaller gains
of approximately 0.3% were recorded in the energy markets during
March and April from long futures positions in gasoline and
Brent crude oil as prices increased amid concerns of rising
geopolitical tension in the Middle East and supply shortages
going into the U.S. summer driving season.  A portion of the
Partnership?s gains in the first six months of the year was
offset by losses of approximately 0.4% recorded in the
agricultural markets from both short and long positions in lean
hog futures as prices moved without consistent direction during
January, March, and May amid conflicting news regarding supply
and demand.  Meanwhile, long positions in corn futures resulted
in losses during January as prices declined due to speculative
selling.  Further losses were incurred from newly established
short positions in corn futures as prices reversed higher in May
amid lower production and increased demand for alternative fuel
sources.  Additional losses of approximately 0.3% were incurred
in the currency sector from long positions in the Mexican peso
versus the U.S. dollar during January, February, and June as the
value of the Mexican peso weakened leading up to and after the
Bank of Mexico?s decision to hold its benchmark rate at 7.25%.
Elsewhere, long positions in the euro versus the Norwegian krone
<page> resulted in losses during January and May.  Lastly,
losses were recorded from both short and long positions in the
South African rand versus the U.S. dollar as the value of the
South African rand moved without consistent direction throughout
a majority of the year.  Smaller losses of approximately 0.1%
were recorded in the global stock index sector primarily during
February and March from long positions in European equity index
futures as prices declined in a continuation of the sudden and
sharp downward move that began in late February with a 10% drop
in the Shanghai stock market.  During June, long positions in
European stock index futures resulted in further losses within
the global stock index futures markets as prices fell amid
speculation that there might be a correction in real estate
prices in Europe, while long positions in Australian equity
index futures moved lower due to weakness in the metals markets.



For the Three and Six Months Ended June 30, 2006
The Partnership recorded total trading results including interest
income totaling $86,432, expenses totaling $235,572, and minority
interest of $(1,817), resulting in a net loss of $147,323 for the
three months ended June 30, 2006.  The Partnership?s net asset
value per Unit decreased from $1,902.16 at March 31, 2006, to
$1,882.97 at June 30, 2006.

The most significant trading losses of approximately 0.9% were
recorded in the global stock index futures markets from long
<page> futures positions in the S&P 500 Index as prices reversed
sharply lower in May amid worries of inflation, slowing economic
growth, and uncertainty over the future interest rate policy of
the U.S. Federal Reserve. Additionally, higher than expected U.S.
consumer price data increased speculation that the U.S. Federal
Reserve would increase interest rates again, after increasing
them for the sixteenth consecutive time in early May.  Losses of
approximately 0.3% were incurred in the global interest rate
sector from long positions in U.S. fixed-income futures as prices
moved lower at the beginning of June on solid economic data and a
stronger than expected increase in the U.S. Consumer Price Index.
Additional losses were incurred from newly established short
positions in U.S. fixed-income futures as prices rose at the end
of June after a statement released by the U.S. Federal Reserve
showed little sign of another interest rate hike in the near
future. Elsewhere in the global interest rate sector, long
positions in Japanese fixed-income futures recorded losses as
prices decreased on speculation that the Bank of Japan would
raise interest rates and end its ?zero-interest-rate? policy.
Within the agricultural complex, losses of approximately 0.3%
were experienced during May from short futures positions in corn
as prices moved higher on news of strong demand and bullish
export data. Additional losses were incurred during June from
newly established long positions in corn futures as prices
reversed lower on favorable weather conditions in the U.S.
Midwest and reports of improved crop conditions. Elsewhere in the
<page> agricultural markets, long positions in wheat futures
incurred losses during June as prices reversed lower on positive
weather forecasts in the U.S. wheat belt. A portion of the
Partnership?s losses in the second quarter was offset by gains of
approximately 0.4% experienced in the currency sector from short
positions in the South African rand versus the U.S. dollar as the
value of the rand fell in tandem with falling commodities prices,
amid news that South Africa?s Current-Account deficit widened to
a 24-year high and expectations that the country?s Gross Domestic
Product growth would be weaker than expected. Additional gains in
the currency sector were recorded during April from short
positions in the U.S. dollar relative to the euro as the value of
the U.S. dollar moved lower on news that foreign central banks,
including Russia, Sweden, and several Middle Eastern central
banks, were diversifying their currency reserves away from the
U.S. dollar. Also pressuring the value of the U.S. dollar lower
were concerns over the steep U.S. trade deficit and speculation
that the U.S. Federal Reserve might be near the end of its
interest rate tightening campaign. The U.S. dollar continued to
trend lower against its major rivals in May on slower than
expected U.S. Gross Domestic Product growth and geopolitical
tensions between the U.S. and Iran regarding Iran?s uranium
enrichment program. Smaller gains of approximately 0.3% were
experienced in the metals markets from long futures positions in
copper, zinc, and nickel as prices trended higher in April and
early May on strong global industrial demand, particularly from
<page> the U.S., China, and India, and reports of decreasing
inventories.


The Partnership recorded total trading results including interest
income totaling $390,061, expenses totaling $482,098, and minority
interest of $(1,516), resulting in a net loss of $90,521 for the
six months ended June 30, 2006.  The Partnership?s net asset value
per Unit decreased from $1,895.39 at December 31, 2005, to
$1,882.97 at June 30, 2006.



The most significant trading losses of approximately 0.7% were
incurred in the global interest rate sector. In January, short
and long positions in European, Australian, Canadian, and U.S.
fixed-income futures incurred losses as prices moved without
consistent direction amid uncertainty regarding the future of
global interest rate policy. Additional losses were incurred
during May from short positions in European interest rate futures
as prices reversed higher after weakness in the equity markets
created strong demand for the safe-haven investments. European
interest rates were also pushed higher after the May ?ZEW?
Institute survey showed investor confidence in Germany falling
for a fourth straight month. Additionally, in June, losses were
incurred from long positions in Japanese interest rate futures as
prices fell on speculation that the Bank of Japan would raise
interest rates and end its ?zero-interest-rate? policy.
Additional losses of approximately 0.3% were incurred from <page>
positions in the energy sector. In March, short futures positions
in crude oil and its related products experienced losses 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. Smaller losses of approximately 0.2% were recorded in the
agricultural complex from short futures positions in corn as
prices moved higher during May on news of strong demand and
bullish export data. Newly established long positions in corn
futures also incurred losses as prices reversed lower in June on
favorable weather conditions in the U.S. Midwest and reports of
improved crop conditions. A portion of the Partnership?s losses
in the first six months of the year was offset by gains of
approximately 0.6% recorded in the metals market from long
futures positions in copper, zinc, and nickel as base metals
prices rallied throughout a majority of the year on strong global
demand and reports of falling inventories. Within the global
stock index futures markets, gains of approximately 0.5% were
recorded during January and March from long positions in
European, U.S., and Australian equity index futures as prices
trended higher on strong corporate earnings and solid economic
data. In addition, Australian equity markets strengthened on
higher commodity prices. Smaller gains of approximately 0.1% were
achieved in the currency sector from short positions in the South
<page> African rand against the U.S. dollar as the value of the
rand trended lower during the second quarter amid falling
commodities prices, news that South Africa?s Current-Account
deficit widened to a 24-year high, and expectations that the
country?s Gross Domestic Product growth would be weaker than
expected.

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-
<page> traded futures, exchange-traded forward, and exchange-
traded futures-styled options contracts are settled daily through
variation margin.  Gains and losses on off-exchange-traded
forward currency contracts are settled upon termination of the
contract.  However, the Partnership is required to meet margin
requirements equal to the net unrealized loss on open forward
currency contracts in the Partnership accounts with the
counterparty, which is accomplished by daily maintenance of the
cash balance in a custody account held at 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
<page> 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 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.
<page>
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
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.

<page> 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.

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 June 30, 2007 and 2006. At June
30, 2007 and 2006, the Partnership?s total capitalization was
approximately $13 million and $15 million, respectively.












<page>

Primary Market              June 30, 2007         June 30, 2006
Risk Category	  	        Value at Risk         Value at Risk

Equity	(1.54)%	(0.57)%
Interest Rate	(0.87)	(0.35)
Currency                  	(0.17)	(0.04)
Commodity           	(0.41)            	(0.12)
Aggregate Value at Risk 	         (1.83)%	(0.75)%


The VaR for a market category represents the one-day downside
risk for the aggregate exposures associated with this market
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 July 1, 2006, through June 30, 2007.
<page>
Primary Market Risk Category        High      Low      Average
Equity	(1.54)%	(0.75)%	(1.08)%
Interest Rate	(1.38)	(0.79)	(0.99)
Currency	(0.22)	(0.14)	(0.19)
Commodity	(0.41)	(0.17)	(0.24)
Aggregate Value at Risk	(1.83)%	(1.17)%	(1.44)%


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,
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;



<page>
*	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
aggregate basis at June 30, 2006, and for the four quarter-end
reporting periods from July 1, 2006 through June 30, 2007.  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.
<page>
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 MS&Co.; as of June 30, 2007, such
amount is equal to approximately 95% 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-
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
<page> 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 June 30, 2007, by market sector.  It may be
anticipated, however, that these market exposures will vary
materially over time.

Equity.  The largest market exposure of the Partnership at June
30, 2007, was to the global stock index sector, primarily to
equity price risk in the G-7 countries.  The G-7 countries
consist of France, the U.S., Britain, Germany, Japan, Italy, and
Canada.  The stock index futures traded by the Partnership are by
<page> law limited to futures on broadly-based indices.  At June
30, 2007, the Partnership?s primary exposures were to the S&P 500
(U.S.), FTSE 100 (United Kingdom), DAX (Germany), CAC 40
(France), NIKKEI 225 (Japan), SPI 200 (Australia), IBEX 35
(Spain), NASDAQ 100 (U.S.), and RUSSELL 2000 (U.S.) stock
indices.  The Partnership is primarily exposed to the risk of
adverse price trends or static markets in the U.S., Japanese, and
European 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.

Interest Rate.  The second largest market exposure of the
Partnership at June 30, 2007, was to the global interest rate
sector.  Exposure was primarily spread across the European, U.S.,
Japanese, Australian, and New Zealand 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.
However, the Partnership also takes futures positions in the
government debt of smaller countries ? e.g., New Zealand and
<page> Australia.  Demeter anticipates that the G-7 countries?
interest rates, as well as New Zealand and Australian 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.

Currency.  At June 30, 2007, 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 June 30, 2007, the Partnership?s major exposures
were to Australian dollar, New Zealand dollar, euro, and
Norwegian krone currency crosses, as well as 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 anticipate that the risk associated
with the Partnership?s currency trades will change significantly
in the future.


<page>
Commodity.
Soft Commodities and Agriculturals.  The third largest
market exposure of the Partnership at June 30, 2007, was to
the markets that comprise these sectors.  Most of the
exposure was to the soybeans, lean hogs, soybean meal, live
cattle, cotton, corn, orange juice, and coffee markets.
Supply and demand inequalities, severe weather disruptions,
and market expectations affect price movements in these
markets.

Energy.  At June 30, 2007, the Partnership had market
exposure to the energy sector.  The Partnership?s energy
exposure was shared primarily by futures contracts in oil
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.

Metals.  At June 30, 2007, the Partnership had market
exposure in the metals sector.  The Partnership?s metals
exposure was to fluctuations in the price of base metals,
such as zinc.  Economic forces, supply and demand
inequalities, geopolitical factors, and market expectations
<page> influence price movements in these markets.  The
Trading Advisor utilizes the trading system(s) to take
positions when market opportunities develop, and Demeter
anticipates that the Partnership will continue to do so.

Qualitative Disclosures Regarding Non-Trading Risk Exposure
The following was the only non-trading risk exposure of the
Partnership at June 30, 2007:

Foreign Currency Balances.  The Partnership?s primary
foreign currency balances at June 30, 2007, were in euros,
Japanese yen, Australian dollars, British pounds, Norwegian
krone, South African rand, Swiss francs, New Zealand
dollars, and Canadian 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 <page>
guidelines, often set in terms of the maximum margin to be
committed to positions in any one market sector or market-
sensitive instrument.

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.

Item 4T.  CONTROLS AND PROCEDURES
Not applicable.
<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, 2006, and the Partnership?s Report on Form
10Q for the quarter ended March 31, 2007.


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)

August 14, 2007       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