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 March 31, 2008 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



(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, a non-accelerated filer, or a smaller
reporting company.  See the definitions of "large accelerated filer",
"accelerated filer" and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.

Large accelerated filer_______ 		Accelerated filer_______
Non-accelerated filer   X   		Smaller reporting company_______

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

	March 31, 2008
<caption>



PART I. FINANCIAL INFORMATION

				<c>
Item 1. Financial Statements

	Consolidated Statements of Financial Condition as of
	March 31, 2008 (Unaudited) and December 31, 2007..............2

	Consolidated Statements of Operations for the Quarters
	Ended March 31, 2008 and 2007 (Unaudited).....................3

	Consolidated Statements of Changes in Partners? Capital for
the Quarters Ended March 31, 2008 and 2007 (Unaudited) .......4

	Consolidated Statements of Cash Flows for the Quarters
	Ended March 31, 2008 and 2007 (Unaudited).....................5

	Condensed Consolidated Schedules of Investments as of
	March 31, 2008 (Unaudited) and December 31, 2007..............6

	Notes to Consolidated Financial Statements (Unaudited).....7-15

Item 2.	Management?s Discussion and Analysis of
			Financial Condition and Results of Operations........16-26

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

Item 4.	Controls and Procedures..............................39-40

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


PART II. OTHER INFORMATION

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

Item 5.	Other Information....................................41-43

Item 6.	Exhibits................................................43

</table>


<page> <table> PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

	MORGAN STANLEY PRINCIPAL PLUS FUND L.P.
	CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<caption>
	                       March 31,	     December 31,
                                         2008      	    2007
	                      $	    $
	                        (Unaudited)
ASSETS

	<c>	<c>
Trading Equity:
	Unrestricted cash	9,948,612	10,672,528
    Restricted cash					                            647,715	       794,923

	     Total cash	   10,596,327	   11,467,451

	Net unrealized gain on open contracts (MS&Co.)	269,434	175,590
	Net unrealized loss on open contracts (MSIP)	        (28,408)	         (1,445)

	     Total net unrealized gain on open contracts	        241,026	       174,145

	     Total Trading Equity	10,837,353	11,641,596

Interest receivable (MS&Co.)	          12,536	        27,058

	     Total Assets	   10,849,889	  11,668,654

LIABILITIES AND PARTNERS? CAPITAL

Liabilities

Redemptions payable	151,469	135,954
Accrued administrative expenses	129,267	108,641
Accrued brokerage fees (MS&Co.)	35,735	38,533
Accrued management fees  	           8,933	          9,633

	     Total Liabilities                      325,404		      292,761

Minority Interest	         (2,869)	              294

Partners? Capital

Limited Partners (5,645.330 and
    5,967.302 Units, respectively)	10,329,683	11,173,321
General Partner (108.030 Units)	        197,671	        202,278

	     Total Partners? Capital	   10,527,354  	   11,375,599

	     Total Liabilities and Partners? Capital	   10,849,889	   11,668,654


NET ASSET VALUE PER UNIT 	      1,829.78	       1,872.42


<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 OPERATIONS
(Unaudited)

<caption>

183  	    For the Quarters Ended March 31,
184

                                                                         		          2008    	      2007
                                                                               	                      $		          $

		<c>		<c>
INVESTMENT INCOME
	Interest income (MS&Co.)		       55,523			     155,921

EXPENSES
	Brokerage fees (MS&Co.)		111,133	135,945
	Administrative expenses		29,000	 29,000
	Management fees	     	27,783	33,986
	Transaction fees and costs		      12,128	      12,560

		   Total Expenses		    180,044	     211,491

NET INVESTMENT LOSS	   (124,521)	      (55,570)

TRADING RESULTS
Trading profit (loss):
	Realized			(195,032)	(349,679)
	Net change in unrealized		      66,881	      85,312

    		Total Trading Results		   (128,151)	   (264,367)

	NET LOSS BEFORE MINORITY INTEREST      	   (252,672)	 (319,937)

	Less:  Minority Interest		        (3,163)	        (3,524)

NET LOSS		    (249,509)	    (316,413)

NET LOSS ALLOCATION

	Limited Partners              		(244,902)	 (311,633)
    	General Partner                                        (4,607)                             (4,780)

NET LOSS PER UNIT

	Limited Partners                                                             	(42.64)	(44.25)
  	General Partner                                                  		(42.64)	(44.25)


		                                                  Units     	                           Units
WEIGHTED AVERAGE NUMBER
	OF UNITS OUTSTANDING                          	    5,909.174		    7,121.995


<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 Quarters Ended March 31, 2008 and 2007
	(Unaudited)

<caption>



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

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

Net Loss                   	?		(311,633)	(4,780)	(316,413)

Redemptions	      (397.408)	    (749,512)                 ?      	  (749,512)

Partners? Capital,
	March 31, 2007  	           6,935.727	  12,737,719	  201,541	 12,939,260





Partners? Capital,
	December 31, 2007	   6,075.332	11,173,321	          202,278	              11,375,599

Net Loss                   	?		(244,902)	(4,607)	(249,509)

Redemptions                                                       (321.972)	    (598,736)                 ?      	  (598,736)

Partners? Capital,
	March 31, 2008  	           5,753.360	 10,329,683	  197,671	 10,527,354





<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 Quarters Ended March 31,

	      2008     	      2007
	      $	      $


	<c>	<c>
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss	(249,509)	(316,413)
Noncash item included in net loss:
	Net change in unrealized	(66,881)	(85,312)

Decrease in operating assets:
	Restricted cash	147,208	192,557
	Interest receivable (MS&Co.)	14,522	2,047

Decrease in operating liabilities:
	Accrued administrative expenses	20,626	(3,357)
	Accrued brokerage fees (MS&Co.)	(2,798)	(3,515)
	Accrued management fees	             (700)	               (880)

Net cash used for operating activities	      (137,532)	        (214,873)


CASH FLOWS FROM FINANCING ACTIVITIES

Cash paid for redemptions of Units	(583,221)	(730,220)
Decrease in minority interest	          (3,163)	           (3,524)

Net cash used for financing activities	     (586,384)	       (733,744)

Net decrease in unrestricted cash	(723,916)	(948,617)

Unrestricted cash at beginning of period	 10,672,528	    13,494,110

Unrestricted cash at end of period	   9,948,612	    12,545,493



<fn>






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


<page> <table> MORGAN STANLEY PRINCIPAL PLUS FUND L.P.
CONDENSED CONSOLIDATED SCHEDULES OF INVESTMENTS
March 31, 2008 (Unaudited) and December 31, 2007

<caption>


Futures and Forward Contracts
Long
Unrealized
Gain/(Loss)

Percentage of
  Net Assets
      Short
  Unrealized
 Gain/(Loss)

Percentage of
  Net Assets
       Net
  Unrealized
  Gain/(Loss)

$
%
$
%
$

 March 31, 2008, Partnership Net Assets:  $10,527,354





<c>
<c>
<c>
<c>
<c>
Commodity
    (20,825)
       (0.20)
      64,085
       0.61
     43,260
Equity
   29,491
        0.28
      (5,689)
      (0.05)
     23,802
Foreign currency
     15,393
    0.15
      14,399
       0.13
     29,792
Interest rate
     85,978
        0.82
      22,069
       0.21
   108,047






     Grand Total:
   110,037
        1.05
      94,864
       0.90
   204,901

     Unrealized Currency Gain





     36,125

     Total Net Unrealized Gain



    241,026


 December 31, 2007, Partnership Net Assets: $11,375,599









Commodity
     36,831
        0.32
      (2,953)
      (0.03)
     33,878
Equity
   77,062
        0.68
      (8,416)
      (0.07)
     68,646
Foreign currency
     ?
     ?
       4,126
       0.04
       4,126
Interest rate
     41,660
        0.36
      (7,908)
      (0.07)
     33,752






     Grand Total:
   155,553
        1.36
    (15,151)
      (0.13)
   140,402

     Unrealized Currency Gain





     33,743

     Total Net Unrealized Gain



    174,145




<fn>







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

March 31, 2008

(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, 2007, 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").  The commodity brokers are Morgan Stanley
& Co. Incorporated ("MS&Co.") and Morgan Stanley & Co.
International plc ("MSIP").  MS&Co. also acts as the counterparty
on all trading of foreign currency forward contracts.  MSIP serves
as the commodity broker for trades on the London Metal Exchange.

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


Demeter, MS&Co., and MSIP 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 MSIP 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 the 4-week
U.S. Treasury bills discount rate during such month.  The Trading
Company pays brokerage fees to MS&Co.

3.  Income Taxes
No provision for income taxes has been made in the accompanying
financial statements, as partners are individually responsible
for reporting income or loss based upon their respective share of
the Partnership?s revenues or expenses for income tax purposes.
The Partnership files U.S. federal and state tax returns.  The
2004 through 2007 tax years generally remain subject to
examination by U.S. federal and most state tax authorities.
<page> MORGAN STANLEY PRINCIPAL PLUS FUND L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



4.  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
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.

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

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.


The net unrealized gains on open contracts, reported as a
component of "Trading Equity" on the Consolidated Statements of
Financial Condition, and their longest contract maturities were as
follows:





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



	Net Unrealized Gains
	on Open Contracts	Longest Maturities
		Off-			Off-
	Exchange-	Exchange-		Exchange-	Exchange-
Date	 Traded 	 Traded 	Total	 Traded 	 Traded
	  $	   $	  $
Mar. 31, 2008	241,026	-  	241,026    Sep. 2008       -
Dec. 31, 2007	174,145	-  	174,145    	Jun. 2008       -

The Partnership has credit risk associated with counterparty non-
performance.  As of the date of the consolidated 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 MS&Co. and MSIP 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
MSIP, each acting as a commodity broker 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"),

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

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 $10,837,353 and $11,641,596 at March 31, 2008, and
December 31, 2007, respectively.  With respect to the
Partnership?s off-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

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



contracts, should materially decrease the Partnership?s credit
risk in the event of MS&Co.?s bankruptcy or insolvency.




5.  New Accounting Developments

In September 2006, the Financial Accounting Standards Board
("FASB") issued Statement of Financial Accounting Standards No.
157 ("SFAS" 157"), "Fair Value Measurements".  SFAS 157 requires
use of a fair value hierarchy that prioritizes the inputs to
valuation techniques used to measure fair value into three
levels: Level 1 - quoted market prices in active markets for
identical assets and liabilities; Level 2 - inputs other than
quoted market prices that are observable for the asset or
liability, either directly or indirectly (including quoted prices
for similar investments, interest rates, credit risk); and Level
3 - unobservable inputs for the asset or liability (including the
Partnership?s own assumptions used in determining the fair value
of investments).

Demeter evaluated the impact of adopting SFAS 157 on the
Partnership?s financial statements.  The Partnership adopted SFAS
157 as of January 1, 2008.  Based on its analysis, the effect of
applying SFAS 157 to the investments included in the financial
statements does not have a material impact on the Partnership?s
financial statements.
<page> MORGAN STANLEY PRINCIPAL PLUS FUND L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The following table summarizes the Valuation of the Partnership?s
investments by the above SFAS 157 fair value hierarchy as of March
31, 2008:
<table> <caption>



Assets
   Quoted Prices in
  Active Markets for
    Identical Assets
          (Level 1)
Significant Other
     Observable
         Inputs
       (Level 2)
Significant
  Unobservable
   Inputs
 (Level 3)




            Total


<c>
<c>
 <c>

<c>
Unrealized gain on open contracts
 $     241,026
 n/a
 n/a

 $  241,026
 </table>
In March 2008, the FASB issued SFAS No. 161, Disclosures about
Derivative Instruments and Hedging Activities ("SFAS 161").  SFAS
161 is intended to improve financial reporting about derivative
instruments and hedging activities by requiring enhanced
disclosures to enable investors to better understand how those
instruments and activities are accounted for; how and why they are
used; and their effects on a Partnership?s financial position,
financial performance, and cash flows.  SFAS 161 is effective for
financial statements issued for fiscal years beginning after
November 15, 2008, and interim periods within those fiscal years.
The Partnership is currently evaluating the impact that the
adoption of SFAS No. 161 will have on its financial statement
disclosures.
6.  Restricted and Unrestricted Cash
As reflected on the Partnership?s Statements of Financial
Condition, restricted cash equals the cash portion of assets on

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


deposit to meet margin requirements plus the cash required to
offset unrealized losses on foreign currency forwards and options
and offset losses on offset London Metal Exchange positions.  All
of these amounts are maintained separately.  Cash that is not
classified as restricted cash is therefore classified as
unrestricted cash.

7.  Reclassification
Certain prior year amounts relating to cash balances were
reclassified on the Consolidated Statements of Cash Flows to
conform to 2008 presentation.  Such reclassification has no impact
on the Partnership?s reported net income (loss).



<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
MSIP 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 month periods ended March 31, 2008 and
2007, 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 15 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 gain (loss)" for open (unrealized) contracts,
and recorded as "Realized trading gain (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.

Demeter believes that, based on the nature of the operations of
the Partnership, no assumptions relating to the application of
<page> critical accounting policies other than those presently
used could reasonably affect reported amounts.

For the Quarter Ended March 31, 2008
The Partnership recorded total trading results including interest
income totaling $(72,628), expenses totaling $180,044, and
minority interest of $(3,163), resulting in a net loss of
$249,509 for the quarter ended March 31, 2008.  The Partnership?s
net asset value per Unit decreased from $1,872.42 at December 31,
2007, to $1,829.78 at March 31, 2008.

The most significant trading losses of approximately 3.9% were
recorded within the global stock index sector primarily during
January from long positions in European and U.S. equity index
futures as prices moved lower on concerns that a persistent U.S.
housing slump, mounting losses linked to U.S. sub-prime mortgage
investments, and a weakening job market may restrain consumer
spending and curb global economic growth. Prices continued to
decrease during March amid weak corporate earnings reports and
expectations of a U.S. economic recession, resulting in further
losses from long positions. Additional losses of approximately
0.4% were incurred within the currency sector from long positions
in the euro versus the Norwegian krone as the value of the euro
declined against the Norwegian krone during February and March
after reports showed the Euro-Zone?s Gross Domestic Product
slowed more-than-expected in the fourth quarter of 2007.
<page> Conversely, the value of the Norwegian krone was pushed
higher amid rising energy prices. Elsewhere in the currency
sector, losses were recorded from short positions in the British
pound versus the Swiss franc and U.S. dollar as the value of the
British pound strengthened throughout the quarter after retail
sales in the United Kingdom unexpectedly increased and minutes
from the Bank of England indicated the central bank had
significant concerns about accelerating inflation in the United
Kingdom. Furthermore, the value of the British pound moved higher
against the U.S. dollar after the Bank of England decided to hold
interest rates steady in an attempt to tame inflation. Finally,
losses were incurred from long positions in the Australian dollar
versus the New Zealand dollar as the value of the Australian
dollar declined relative to the New Zealand dollar during March
after reports showed Australian consumer confidence at a 15-year
low. Within the metals sector, losses of approximately 0.2% were
recorded during January from short positions in nickel and zinc
futures as prices moved higher amid rising demand from China and
news of weak global supplies. During March, newly established
long positions in nickel and zinc resulted in losses as prices
reversed lower amid speculation that a slumping U.S. economy may
lead to a decline in global demand for base metals. Smaller
losses of approximately 0.1% were recorded within the energy
sector from both long and short futures positions in gasoline as
prices moved without consistent direction due to conflicting data
regarding supply and demand. A portion of the Partnership?s
<page> losses for the quarter was offset by gains of
approximately 2.1% in the agricultural sector from long futures
positions in corn and the soybean complex as prices rose during
January and February following news that global production may
drop amid higher demand for alternative biofuels and speculation
that demand from China may climb after severe winter storms
damaged some of the nation?s major crops. Elsewhere in the
agricultural complex, gains were achieved from long futures
positions in sugar as prices increased amid speculation that
future demand may strengthen. Finally, gains were experienced
during January and March from short positions in live cattle and
lean hog futures as prices declined amid speculative selling.
Additional gains of approximately 1.1% were experienced in the
global interest rate sector primarily during January from long
positions in U.S. and Japanese fixed-income futures as prices
increased amid stronger demand, following a sharp decline in
global equity markets, and concerns that a possible economic
recession in the United States may weaken the global economy.
Prices continued to move higher in March amid weakness in the
global equity markets and news of continued corporate losses,
which spurred demand for the relative "safety" of government
bonds.

For the Quarter Ended March 31, 2007
The Partnership recorded total trading results including interest
income totaling $(108,446), expenses totaling $211,491, and
<page> minority interest of $(3,524), resulting in a net loss of
$316,413 for the quarter ended March 31, 2007.  The Partnership?s
net asset value per Unit decreased from $1,909.85 at December 31,
2006, to $1,865.60 at March 31, 2007.

The most significant trading losses of approximately 1.4% were
recorded within the global stock index sector, primarily during
February and early March, from long positions in U.S., European,
and Pacific Rim stock index futures as prices reversed sharply
lower after a massive sell-off in the global equity markets that
began on February 27, 2007, following comments from former U.S.
Federal Reserve Chairman Alan Greenspan that the U.S. economy
could be due for a recession.  In addition, concerns that tighter
credit conditions in China and Japan might dampen global growth
first sent Chinese stock markets plunging before the sell-off
spread to other equity markets.  Furthermore, global equity
prices were negatively affected by sub-prime loan delinquency
concerns in the United States.  Smaller losses were experienced
during March from newly established short positions in Japanese
equity index futures as prices drifted higher on investor
sentiment that markets had been oversold in recent weeks.
Additional losses of approximately 0.7% were experienced in the
global interest rate futures markets primarily during February
from short positions in German, U.S., and Australian fixed-income
futures as prices moved higher in a worldwide ?flight-to-quality?
after the aforementioned sell-off in the global equity markets.
<page> During March, newly established long positions in German
and U.S. interest rate futures incurred further losses as prices
declined later in the month amid reduced demand for the "safe
haven" of fixed-income investments amid the stabilization of the
global equity markets after investors concluded that markets had
been oversold in recent weeks.  Furthermore, German interest rate
futures were pressured lower on strong economic data out of
Germany, while U.S. interest rate prices declined after a
stronger-than-expected government jobs report.  Smaller losses of
approximately 0.3% were incurred in the currency sector during
January and March from long positions in the euro versus the
Norwegian krone as the value of the Norwegian krone strengthened
relative to most of its major rivals after stronger-than-expected
economic data was reported out of Norway.  Meanwhile, losses were
recorded during January 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.
Additional losses in the currency markets were experienced from
long positions in the Mexican peso versus the U.S. dollar during
January and February as the value of the U.S. dollar moved higher
on speculation that the U.S. Federal Reserve would not cut
interest rates in the near term.  In addition, the value of the
Mexican peso was pulled lower in tandem with falling U.S. equity
markets.  Losses of approximately 0.3% were recorded in the
agricultural markets from short positions in lean hog futures as
prices increased during January on worries that freezing
<page> temperatures might negatively impact supply.  Further
losses were experienced during March from both short and long
positions in lean hog futures as prices moved without consistent
direction.  Elsewhere in the agricultural complex, long positions
in orange juice futures resulted in losses during January as
prices declined on technically-based selling.  During February,
additional losses were incurred from newly established short
positions in orange juice futures as prices reversed higher due
to freezing weather across much of the growing regions of the
United States.  A portion of the Partnership?s losses for the
quarter was offset by gains of approximately 0.5% in the metals
sector, primarily during February and March, from long positions
in nickel futures as prices moved higher on speculation that low
stockpiles and supply disruptions might create a supply shortage.
Short positions in copper futures experienced further gains
during January as prices weakened due to an overabundance in
supply by producer countries.  During March, gains were recorded
from long positions in copper futures as prices moved higher on
news that China?s industrial production increased at a strong
pace in January and February.  Elsewhere in the metals markets,
smaller gains were experienced during March from short positions
in silver and gold futures as prices moved lower on technically-
based selling.  Additional gains of approximately 0.2% were
experienced in the energy markets primarily during March from
long futures positions in gasoline and Brent crude oil as prices
increased after data indicated higher U.S. fuel consumption.  In
<page> addition, prices moved higher amid rising geopolitical
concerns in the Middle East after the United Nations Security
Council voted unanimously to increase sanctions against Iran.
Prices also rose on news that Iran had captured 15 members of the
British Royal Navy in the Persian Gulf, adding to investor
worries about the stability of the world?s oil supply in the
region.


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,
<page> and cash flow.  Gains and losses on open positions of
exchange-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.

<page> 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 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
<page> 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
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
<page> 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.

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 March 31, 2008 and 2007. At
March 31, 2008 and 2007, the Partnership?s total capitalization
was approximately $11 million and $13 million, respectively.





<page>
Primary Market              March 31, 2008        March 31, 2007
Risk Category	  	        Value at Risk         Value at Risk

Interest Rate	                    (1.22)%	(0.79)%
Equity	                           (0.62)                	(0.75)
Currency                  	       (0.09)	(0.22)
Commodity           	(0.31)            	(0.17)
Aggregate Value at Risk 	(1.34)%        	(1.17)%


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 April 1, 2007, through March 31, 2008.

<page>
Primary Market Risk Category        High      Low      Average
Interest Rate	(1.22)%	(0.69)%	(0.93)%
Equity	(1.54)	(0.62)	(0.99)
Currency	(0.17)	(0.09)	(0.14)
Commodity	(0.42)	(0.28)	(0.35)
Aggregate Value at Risk	(1.83)%	(1.32)%	(1.50)%


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 March 31, 2007, and for the four quarter-end
reporting periods from April 1, 2007, through March 31, 2008.  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 March 31, 2008, such
amount was 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 March 31, 2008, by market sector.  It may be
anticipated, however, that these market exposures will vary
materially over time.

Interest Rate.  The largest market exposure of the Partnership at
March 31, 2008, was to the global interest rate sector.  Exposure
was primarily spread across the Japanese, U.S., European, and
Australian 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
<page> 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., Australia.  Demeter
anticipates that the G-7 countries? interest rates, as well as
Australian interest rates, will remain the primary interest rates
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.

Equity.  The third largest market exposure of the Partnership at
March 31, 2008, 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 March 31, 2008, the Partnership?s
primary exposures were to the DAX (Germany), FTSE 100 (United
Kingdom), S&P 500 (U.S.), CAC 40 (France), Hang Seng (Hong Kong),
EURO STOX 50 (Europe), ASX AOI (Australia), and NIKKEI 225
(Japan) stock indices.  The Partnership is primarily exposed to
<page> 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.

Currency.  At March 31, 2008, 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 Partner-
ship trades a large number of currencies, including cross-rates -
i.e., positions between two currencies other than the U.S.
dollar. At March 31, 2008, the Partnership?s major exposures were
to British pound, Swiss franc, 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 anticipate that the risk associated with the
Partnership?s currency trades will change significantly in the
future.

Commodity.
Soft Commodities and Agriculturals.  The second largest
market exposure of the Partnership at March 31, 2008, was to
<page> the markets that comprise these sectors.  Most of the
exposure was to the lean hogs, live cattle, corn, soybean
meal, feeder cattle, sugar, soybeans, orange juice, cotton,
and coffee markets.  Supply and demand inequalities, severe
weather disruptions, and market expectations affect price
movements in these markets.

Metals.  At March 31, 2008, 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 nickel, zinc, and aluminum.  Economic forces, supply
and demand inequalities, geopolitical factors, and market
expectations 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 Trading Advisor will continue to do so.

Energy.  At March 31, 2008, the Partnership had market
exposure to the energy sector.  The Partnership?s energy
exposure was shared primarily by futures contracts in oil
related products.  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.
<page>
Qualitative Disclosures Regarding Non-Trading Risk Exposure
The following was the only non-trading risk exposure of the
Partnership at March 31, 2008:

Foreign Currency Balances.  The Partnership?s primary
foreign currency balances at March 31, 2008, were in British
pounds, euros, Hong Kong dollars, New Zealand dollars,
Australian dollars, Norwegian kroner, Canadian dollars,
Japanese yen, and Swiss francs.  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
	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.

Changes in Internal Control over Financial Reporting
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, 2007.


Item 5.  OTHER INFORMATION
Management.  Effective March 20, 2008, Mr. Michael Durbin, age
40, was named a Director of Demeter, subject to approval by the
National Futures Association.  Mr. Durbin is a Managing Director
of Morgan Stanley and has been Chief Operating Officer of
National Sales since February 2008.  Mr. Durbin joined Morgan
Stanley in 1990 and has served in a succession of leadership
positions in both its institutional and wealth management
businesses, most recently as head of Global Wealth Management
Group Capital Markets from October 2007 to February 2008.  Mr.
Durbin also served as Head of Equity Products and Services from
March 2006 to October 2007, Head of International Private Wealth
Management from May 2005 to March 2006, Chief Strategic and Risk
Officer of Global Wealth Management Group from September 2004 to
May 2005, and Chief Administrative Officer of each of Private
Wealth Management and Global Wealth Management Group from January
<page> 2002 to September 2004.  Mr. Durbin received his B.B.A.
from the University of Notre Dame in 1990 and an M.B.A. from the
New York University in 1998.

Effective March 20, 2008, Mr. Jose Morales, age 31, was named a
Director of Demeter, subject to approval by the National Futures
Association.  Mr. Morales is a Vice President at Morgan Stanley
and has headed the Product Development Group for the firm?s
Global Wealth Management business since August 2007.  Mr. Morales
joined the firm in September 1998 as an analyst in the investment
management division, and subsequently held positions in the
Morgan Stanley Investment Management Global Product Development
Group from May 2000 to December 2003, in the Global Wealth
Management Product Development Group from December 2003 to June
2006, and in Global Wealth Management Alternative Investments
Product Development & Management from June 2006 to August 2007.
Mr. Morales is a member of the Global Wealth Management New
Products Committee and the Consulting Services Due Diligence
Committee.  Prior to his appointment as a Director of Demeter,
Mr. Morales served as a member of the Managed Futures Investment
Management Committee from March 2005 to March of 2008.  Mr.
Morales received an M.B.A. with a concentration in Finance from
the NYU Stern School of Business in June 2007 and a B.S. in
International Business Administration with a concentration in
Economics from Fordham University in 1998.

<page> Effective April 1, 2008, Mr. Andrew Saperstein no longer
serves as a Director of Demeter.


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)

May 15, 2008          By:  /s/Christian Angstadt
                              Christian Angstadt
                              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
6
- 15 -

- 44 -