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, 2006 or

[ ]	Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from                to

Commission File Number 0-18314

	MORGAN STANLEY PRINCIPAL PLUS FUND L.P.

	(Exact name of registrant as specified in its charter)

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


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

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

Dean Witter Principal Plus Fund L.P.

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

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

Yes    X       	No__________

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

Large accelerated filer___Accelerated filer____Non-accelerated filer X

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


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

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

	INDEX TO QUARTERLY REPORT ON FORM 10-Q

	June 30, 2006

<caption>


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

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

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

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

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

		Notes to Consolidated Financial Statements (Unaudited)...6-11

Item 2.	Management?s Discussion and Analysis of
			Financial Condition and Results of Operations........12-26

Item 3.	Quantitative and Qualitative Disclosures about
			Market Risk..........................................27-39

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


PART II. OTHER INFORMATION

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

Item 5.	Other Information.......................................41

Item 6.	Exhibits................................................42

</table>


<page> <table> PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

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

	<c>	<c>
Equity in futures interests trading accounts:
	Unrestricted cash	 14,872,793	16,730,219
	Restricted cash	        413,671	         720,459

	     Total cash	  15,286,464	   17,450,678

	Net unrealized gain (loss) on open contracts (MS&Co.)	49,945	     (122,269)
	Net unrealized gain on open contracts (MSIL)	            34,547	         11,578

	     Total net unrealized gain (loss) on open contracts	          84,492	      (110,691)

	     Total Trading Equity	15,370,956	  17,339,987

Interest receivable (Morgan Stanley DW)	         55,450	        53,551

	     Total Assets	   15,426,406	 17,393,538

LIABILITIES AND PARTNERS? CAPITAL

Liabilities

Redemptions payable	204,411	277,078
Accrued administrative expenses	88,447	120,879
Accrued brokerage fees (Morgan Stanley DW)	51,127	57,576
Accrued management fees  	       12,782	       14,393

	     Total Liabilities                                                 	     356,767	      469,926

Minority Interest	         1,238	          2,754

Partners? Capital
Limited Partners (7,894.454 and
   8,819.337 Units, respectively)	14,864,984	16,716,099
General Partner (108.030 Units)	      203,417	       204,759

	     Total Partners? Capital	   15,068,401  	   16,920,858

	     Total Liabilities and Partners? Capital	   15,426,406	   17,393,538


NET ASSET VALUE PER UNIT 	       1,882.97	       1,895.39

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




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

	<caption>

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


                      2006   	              2005    	        2006   	    2005
                         $	                 $	            $	 	$

	             <c>	<c>			<c>			<c>
INVESTMENT INCOME
	Interest income (Morgan Stanley DW)	    172,217		     125,175	   331,899
235,468

EXPENSES
	Brokerage commissions (Morgan Stanley DW)	158,864	198,334	326,072	408,802
	Management fees	39,716      	    49,583	81,518	   102,200
	Administrative expenses	27,000	32,000	52,000	60,000
	Transaction fees and costs	       9,992	         8,941	      22,508	        19,485

		   Total Expenses 	    235,572	      288,858	    482,098	        590,487

NET INVESTMENT LOSS 	     (63,355)	    (163,683)	   (150,199)	   (355,019)

TRADING RESULTS
Trading profit (loss):
	Realized	80,643 	162,723	(137,021)	(148,122)
	Net change in unrealized	   (166,428)	        136,762 	     195,183	         (124,119)

		   Total Trading Results	    (85,785)	       299,485	       58,162	      (272,241)

NET INCOME (LOSS) BEFORE
 MINORITY INTEREST	(149,140)	135,802	(92,037)	(627,260)

Less: Minority Interest	       (1,817)        	       1,030	      (1,516)	         (7,418)

NET INCOME (LOSS)	   (147,323)	        134,772	    (90,521)	     (619,842)

NET INCOME (LOSS) ALLOCATION

	Limited Partners	(145,250)	  132,728	(89,179)	(611,335)
	General Partner 	(2,073)	2,044		       (1,342)	(8,507)


NET INCOME (LOSS) PER UNIT

	Limited Partners                                                  	(19.19)                13.27	(12.42)             	(55.23)
	General Partner                                                   	(19.19)                13.27	          (12.42)  	(55.23)


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

</table>


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

<caption>



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

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

Net Loss                   	?		(611,335)	(8,507)	(619,842)

Redemptions	      (1,205.886)	 (2,313,518)                 ?      	  (2,313,518)

Partners? Capital,
	June 30, 2005  	          10,097.915	  19,040,219	  294,932	 19,335,151



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




<fn>






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


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



<caption>

	          For the Six Months Ended June 30,

	      2006     	      2005
	      $	      $


	<c>	<c>
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss	(90,521)	(619,842)
Noncash item included in net loss:
	Net change in unrealized	(195,183)	124,119

(Increase) decrease in operating assets:
	Restricted cash	306,788	243,333
	Interest receivable (Morgan Stanley DW)	(1,899)	(5,258)

Decrease in operating liabilities:
	Accrued administrative expenses	(32,432)	(9,827)
	Accrued brokerage fees (Morgan Stanley DW)	(6,449)	(10,920)
	Accrued management fees	      (1,611)	      (2,729)

Net cash used for operating activities	     (21,307)	   (281,124)


CASH FLOWS FROM FINANCING ACTIVITIES

Cash paid for redemptions of Units	(1,834,603)  	 (2,634,867)
Decrease in minority interest	       (1,516)	          (7,418)

Net cash used for financing activities	  (1,836,119)	  (2,642,285)

Net decrease in unrestricted cash	(1,857,426)	(2,923,409)

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

Unrestricted cash at end of period	  14,872,793	  18,753,616




<fn>

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



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

June 30, 2006

(Unaudited)

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

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

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

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

The Partnership?s general partner is Demeter Management Corporation
(?Demeter?). The non-clearing commodity broker is Morgan Stanley
DW Inc. (?Morgan Stanley DW?).  The clearing commodity brokers
are Morgan Stanley & Co. Incorporated (?MS & Co.?) and Morgan
Stanley & Co. International Limited (?MSIL?).  Demeter, Morgan
Stanley DW, MS & Co., and MSIL are wholly-owned subsidiaries of
Morgan Stanley.  The trading advisor to the Partnership is SSARIS
Advisors, LLC (the ?Trading Advisor?).  Dean Witter 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
Morgan Stanley DW, MS & Co., and MSIL in futures, forwards, and
options trading accounts to meet margin requirements as needed.
Monthly, Morgan Stanley DW pays interest income on 100% and 90% of
the Partnership?s and the Trading Company?s, respectively, average
daily Net Assets as defined in the Limited Partnership Agreement
for the month at a prevailing rate on U.S. Treasury bills.  The
Trading Company pays brokerage fees to Morgan Stanley DW.
<page> MORGAN STANLEY PRINCIPAL PLUS FUND L.P.
(formerly, Dean Witter Principal Plus Fund L.P.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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



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

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

provisions of Statement of Financial Accounting Standards No.
133, ?Accounting for Derivative Instruments and Hedging
Activities? (?SFAS No. 133?).  SFAS No. 133 defines a
derivative as a financial instrument or other contract that has
all three of the following characteristics:

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

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

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





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

	Net Unrealized Gains/(Losses)
	on Open Contracts	Longest Maturities
		Off-			Off-
	Exchange-	Exchange-		Exchange-	Exchange-
Date	 Traded 	 Traded 	Total	 Traded 	 Traded
	  $	   $	  $
Jun. 30, 2006	86,260		(1,768)	84,492   Dec. 2006	Sep. 2006
Dec. 31, 2005	(114,913)      4,222		(110,691)  	Mar. 2006   Mar. 2006

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

The Partnership also has credit risk because Morgan Stanley DW, MS
& Co., and MSIL act as the futures commission merchants or the
counterparties, with respect to most of the Partnership?s assets.
Exchange-traded futures, forward, and futures-styled options
contracts are marked to market on a daily basis, with variations in
value settled on a daily basis.  Morgan Stanley DW, MS & Co., and
MSIL, each as a futures commission merchant for the Partnership?s
exchange-traded futures, forward, and futures-styled options
contracts, are required, pursuant to regulations of the Commodity
Futures Trading Commission (?CFTC?), to segregate from

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

their own assets, and for the sole benefit of their commodity
customers, all funds held by them with respect to exchange-traded
futures, forward, and futures-styled options contracts, including
an amount equal to the net unrealized gains (losses) on all open
futures, forward, and futures-styled options contracts, which
funds, in the aggregate, totaled $15,372,724 and $17,335,765
at June 30, 2006 and December 31, 2005, respectively.  With respect
to the Partnership?s off-exchange-traded forward currency
contracts, there are no daily exchange-required settlements of
variation in value, nor is there any requirement that an amount
equal to the net unrealized gains (losses) on open forward
contracts be segregated.  However, the Partnership is required to
meet margin requirements equal to the net unrealized loss on open
contracts in the Partnership accounts with the counterparty, which
is accomplished by daily maintenance of the cash balance in a
custody account held at Morgan Stanley DW for the benefit of MS &
Co.  With respect to those off-exchange-traded forward currency
contracts, the Partnership is at risk to the ability of MS & Co.,
the sole counterparty on all such contracts, to perform. The
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.


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


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

The Partnership?s investment in futures, forwards, and options may,
from time to time, be illiquid.  Most U.S. futures exchanges limit
fluctuations in prices during a single day by regulations referred
to as ?daily price fluctuations limits? or ?daily limits?.
Trades may not be executed at prices beyond the daily limit.  If
the price for a particular futures or options contract has
increased or decreased by an amount equal to the daily limit,
positions in that futures or options contract can neither be taken
nor liquidated unless traders are willing to effect trades at or
within the limit.  Futures prices have occasionally moved the daily
limit for several consecutive days with little or no   <page>
trading. These market conditions could prevent the Partnership 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 expects to
have, any capital assets.  Redemptions of units of limited
partnership interest (?Unit(s)?) in the future will affect the
amount of funds available for investments in futures, forwards, and
options in subsequent periods.  It is not possible to estimate the
amount, and therefore the impact, of future outflows of Units.
<page> There are no known material trends, favorable or
unfavorable, that would affect, nor any expected material changes
to, the Partnership?s capital resource arrangements at the present
time.

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

Results of Operations
General.  The Partnership?s results depend on the Trading Advisor
and the ability of the Trading Advisor?s trading program to take
advantage of price movements in the futures, forwards, and options
markets.  The following presents a summary of the Partnership?s
operations for the three and six month periods ended June 30, 2006
and 2005, and a general discussion of its trading activities during
each period.  It is important to note, however, that the Trading
Advisor trades in various markets at different times and that prior
activity in a particular market does not mean that such market will
be actively traded by the Trading Advisor or will be profitable in
the future. Consequently, the results of operations of the
Partnership are difficult to discuss other than in the context of
the Trading Advisor?s trading activities on behalf of <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 11 of this report are
prepared in accordance with accounting principles generally
accepted in the United States of America, which require the use
of certain accounting policies that affect the amounts reported
in these financial statements, including the following:  The
contracts the Partnership trades are accounted for on a trade-
date basis and marked to market on a daily basis. The difference
between their cost and market value is recorded on the
Consolidated Statements of Operations as ?Net change in
unrealized trading profit (loss)? for open (unrealized)
contracts, and recorded as ?Realized trading profit (loss)?
when open positions are closed out.  The sum of these amounts
constitutes the Partnership?s trading results.  The market value
of a futures contract is the settlement price on the exchange on
which that futures contract is traded on a particular day.  The
value of foreign currency forward contracts is based on the spot
rate as of the close of business.  Interest income, as well as
management fees, incentive fees, brokerage fees, and transaction
fees and costs of the Partnership are recorded on an accrual
basis.

<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, 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
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.
<page> 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 will 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
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, news that
South Africa?s Current-Account deficit widened to a 24-year high,
and on expectations that the country?s Gross Domestic Product
growth will be weaker-than-expected. Additional gains in the
currency sector were recorded during April from short positions
<page> 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 may 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 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
<page> 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 will raise
interest rates and end its ?zero-interest-rate? policy.
Additional losses of approximately 0.3% were incurred from
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
<page> 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
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 on expectations that the country?s Gross
Domestic Product growth will be weaker-than-expected.

      For the Three and Six Months Ended June 30, 2005
The Partnership recorded total trading results including interest
income totaling $424,660, expenses totaling $288,858, and
minority interest of $1,030, resulting in net income of $134,772
for the three months ended June 30, 2005.  The Partnership?s net
<page> asset value per Unit increased from $1,901.50 at March 31,
2005 to $1,914.77 at June 30, 2005.

The most significant trading gains of approximately 1.7% were
recorded in the global interest rate sector from long positions
in European interest rate futures.  Prices moved higher
throughout the quarter on concerns for euro-zone economic growth,
speculation for reductions in European interest rates by the
European Central Bank, and rejections of a proposed European
Union constitution.  Elsewhere in the global interest rate
sector, smaller gains were recorded during May from long
positions in U.S. interest rate futures as prices increased due
to market speculation that certain hedge funds may have
experienced relatively significant losses and strength in the
U.S. dollar.  Additional gains of 0.6% were experienced in the
currency markets during May and June from short positions in the
euro and Swiss franc versus the U.S. dollar as the values of
these currencies weakened in response to the rejection of the
European Union constitution, as well as the release of
disappointing European economic data.  Smaller gains were
recorded from short positions in the euro against the Norwegian
krone as the value of the euro declined against most of its
rivals.  Short foreign currency positions and long positions in
the U.S. dollar index also benefited from an advancing U.S.
dollar supported by China?s reluctance to move towards a flexible
yuan exchange rate, better-than-expected U.S. trade statistics,
<page> and the ninth consecutive quarter-point interest rate hike
by the U.S. Federal Reserve.  Additional gains of approximately
0.2% were achieved in the global stock indices, primarily during
May, from long positions in U.S. equity index futures as prices
finished higher on strong U.S. inflation data and strength in the
technology sector.  A portion of the Partnership?s gains for the
quarter was offset by losses of approximately 0.6% experienced in
the energy markets during April and June from positions in crude
oil and its related products, and natural gas.  During April,
long positions incurred losses after prices reversed lower amid
greater refinery production, slower demand growth, and weaker
economic growth.  Losses also resulted from long positions in
natural gas as prices declined with crude oil prices.  During
June, losses stemmed from futures positions in crude oil and its
related products, and natural gas.  Short natural gas positions
experienced losses as prices reversed higher on supply worries
caused by a tropical storm in the Gulf of Mexico.  Short crude
oil positions also experienced losses after prices increased due
to news of weak supply.  Further losses were recorded later in
June from newly established long crude oil positions as prices
reversed sharply lower in response to news of rising U.S. oil
supplies.  Additional losses of approximately 0.2% were
experienced in the metals markets during April from long
positions in nickel and copper as prices fell due to news of an
increase in supply and fears that a slowing global economy will
weaken demand.  Further losses were experienced during June from
<page> short futures positions in copper as prices reversed
higher and touched a sixteen-year high after the U.S. dollar
temporarily weakened in the wake of a softer-than-expected U.S.
employment report.  Smaller losses of approximately 0.2% were
experienced in the agricultural sector from futures positions in
corn, soybeans, and soybean related products as prices moved
without consistent direction throughout the quarter due to
conflicting news regarding supply and demand.

The Partnership recorded total trading results including interest
income totaling $(36,773), expenses totaling $590,487, and
minority interest of $7,418, resulting in a net loss of $619,842
for the six months ended June 30, 2005.  The Partnership?s net
asset value per Unit decreased from $1,970.00 at December 31,
2004 to $1,914.77 at June 30, 2005.

The most significant trading losses of approximately 1.1% were
recorded in the currency markets during the first quarter from
positions in various foreign currencies versus the U.S. dollar,
as well as in outright positions in the U.S. dollar index.
During January, short U.S. dollar positions versus the South
African rand resulted in losses after the U.S. dollar?s value
reversed sharply higher amid conflicting economic data,
improvements in U.S. trade deficit data, and speculation for
higher U.S. interest rates.  Additional losses resulted during
January from long positions in the Singapore dollar versus the
U.S. dollar as the U.S. dollar advanced due to the reluctance of
<page> the Chinese government to re-value the yuan.  During
February, short positions in the euro and Singapore dollar versus
the U.S. dollar experienced losses as the U.S. dollar declined
amid news of disappointing U.S. economic data and proposed U.S.
dollar reductions in foreign central bank currency reserves.
Losses also resulted during March from long positions in the
Singapore dollar and euro versus the U.S. dollar, as well as from
outright short positions in the U.S. dollar index.  Losses
continued into April from short positions in the South African
rand versus the U.S. dollar as the value of the U.S. dollar
declined versus the rand on speculation that China will remove
its fixed peg rate to the U.S. dollar and on renewed doubts about
the long-term sustainability of U.S economic growth.  Within the
global stock index futures markets, losses of approximately 1.0%
were recorded in January from long positions in U.S. equity index
futures as prices finished the month lower amid weak consumer
confidence data, concerns regarding U.S. interest rate policy,
and the potential for corporate profit growth to slow down.
Further losses were experienced during March from long positions
in the U.S. equity index futures after prices moved lower early
in the month amid concerns about the growing U.S. trade deficit,
inflation fears, and a surge in crude oil prices.  In April,
losses were experienced from long positions in U.S. stock index
futures as prices declined sharply towards the beginning of the
month on concerns for economic growth.  Consistently weak global
economic data, as well as the weaker-than-expected U.S. Gross
<page> Domestic Product data, resulted in prices continuing their
decline throughout the second half of April, causing additional
losses from long positions.  Losses of approximately 0.4% were
incurred in the energy markets primarily during the second
quarter from positions in unleaded gasoline, crude oil, and
natural gas.  During April, long positions incurred losses after
prices reversed lower amid greater refinery production, slower
demand growth, and weaker economic growth.  Losses also resulted
from long positions in natural gas as prices declined with crude
oil prices.  During June, losses stemmed from futures positions
in crude oil and its related products, and natural gas.  Short
natural gas positions experienced losses as prices reversed
higher on supply worries caused by a tropical storm in the Gulf
of Mexico. Short crude oil positions also experienced losses
after prices increased due to news of weak supply.  Partnership
losses of approximately 0.3% were recorded in the agricultural
markets throughout a majority of the year from positions in corn.
During January, March, and April, long positions resulted in
losses after prices declined amid a stronger U.S. dollar,
technically-based selling, improved crop conditions, and reduced
foreign demand.  Short positions held during May resulted in
losses as prices increased due to weather-related concerns.
During June, newly established long positions incurred losses as
prices moved lower on news of increased supply.  Smaller losses
of approximately 0.2% occurred in the metals markets from
positions in base metals.  During January, long positions in
<page> copper, zinc, and nickel incurred losses after prices
weakened on renewed strength in the U.S. dollar, lower equity
prices, and news of a drop in Chinese demand.  During April and
May, long positions in base metals finished with losses after
prices fell due to news of increases in supply, fears that a
slowing global economy would weaken demand, and a stronger U.S.
dollar.  During June, short futures positions in copper
experienced losses as prices reversed higher.  A portion of the
Partnership?s losses was offset by gains of approximately 1.6%
achieved in the global interest rate markets primarily during the
second quarter from long positions in European interest rate
futures as prices trended higher amid concerns for euro-zone
economic growth, speculation for reductions in European interest
rates by the European Central Bank, and rejections of a proposed
European Union constitution.
<page> Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK

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

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

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

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

The Partnership?s past performance is no guarantee of its future
results.  Any attempt to numerically quantify the Partnership?s
market risk is limited by the uncertainty of its speculative
trading.  The Partnership?s speculative trading and use of
leverage may cause future losses and volatility (i.e., ?risk of
ruin?) that far exceed the Partnership?s experience to date
under the ?Partnership?s Value at Risk in Different Market
Sectors? section and significantly exceed the Value at Risk
(?VaR?) tables disclosed.
<page> Limited partners will not be liable for losses exceeding
the current net asset value of their investment.

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

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

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

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

VaR models, including the Partnership?s, are continually evolving
as trading portfolios become more diverse and modeling techniques
<page> 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, 2006 and 2005. At June 30,
2006 and 2005, the Partnership?s total capitalization was
approximately $15 million and $19 million, respectively.

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

Equity	(0.57)%	(1.17)%
Interest Rate                  	(0.35)	(1.36)
Currency                  	(0.04)	(0.21)
Commodity           	(0.12)            	(0.27)
Aggregate Value at Risk        (0.75)%		(1.67)%


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
<page> 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, which 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, 2005 through June 30, 2006.

Primary Market Risk Category        High      Low      Average
Equity	(1.56)%	(0.57)%	(1.18)%
Interest Rate	(2.89)	(0.35)	(1.26)
Currency	(0.15)	(0.04)	(0.08)
Commodity	(0.20)	(0.12)	(0.16)
Aggregate Value at Risk	(2.86)%	(0.75)%	(1.81)%


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

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

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

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

The Partnership also maintains a substantial portion of its
available assets in cash at Morgan Stanley DW; as of June 30,
2006, such amount is equal to approximately 101% of the
Partnership?s net asset value.  A decline in short-term interest
rates would result in a decline in the Partnership?s cash
management income.  This cash flow risk is not considered to be
material.

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

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

<page> The following were the primary trading risk exposures of the
Partnership at June 30, 2006 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,
2006 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 law limited to
futures on broadly-based indices.  At June 30, 2006, the
Partnership?s primary exposures were to the S&P 500 (U.S.), DAX
(Germany), NIKKEI 225 (Japan), RUSSELL 2000 (U.S.), and NASDAQ 100
(U.S.) stock indices.  The Partnership is primarily exposed to the
risk of adverse price trends or static markets in the U.S.,
European, and Japanese stock indices.  Static markets would not
cause major market changes, but would make it difficult for the
Partnership to avoid trendless price movements, resulting in
numerous small losses.

Interest Rate.  The second largest market exposure of the
Partnership at June 30, 2006 was to the global interest rate
sector.  Exposure was primarily spread across the European, U.S.,
New Zealand, Australian, and Japanese interest rate sectors.
Interest rate movements directly affect the price of the sovereign
bond futures positions held by the Partnership and indirectly
<page> 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., Australia and New Zealand.  Demeter anticipates
that the G-7 countries interest rates, as well as Australian and
New Zealand interest rates, will remain the primary interest rate
exposures of the Partnership for the foreseeable future.  The
speculative futures positions held by the Partnership range from
short to long-term instruments.  Consequently, changes in short,
medium, or long-term interest rates may have an effect on the
Partnership.

Currency.  At June 30, 2006, the Partnership had market exposure to
the currency sector.  The 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, 2006, the Partnership?s major exposures were to the euro,
Norwegian krone, Australian dollar, British pound, <page> and
Japanese yen 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.

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

Energy.  At June 30, 2006, the Partnership had market exposure
to the energy sector.  The Partnership?s energy exposure was
primarily to 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 June 30, 2006:

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

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

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


Item 4.  CONTROLS AND PROCEDURES

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

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


Item 1A.  RISK FACTORS

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


Item 5.  OTHER INFORMATION
Management.  In connection with the election of new directors to
the Board of Directors of Demeter, the following information
updates the disclosures in the Partnership?s Form 8-K filed on
March 27, 2006 and Form 8-K filed on April 5, 2006:

On May 11, 2006, the National Futures Association approved Mr.
Walter Davis, Mr. Michael McGrath, and Mr. Andrew Saperstein as
directors of Demeter.

On July 20, 2006, the National Futures Association approved Mr.
Walter Davis as an associated person of Demeter.

Effective July 20, 2006, Dean Witter Principal Plus Fund L.P. was
renamed to Morgan Stanley Principal Plus Fund L.P.
<page>
Item 6.  EXHIBITS

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














<page>





SIGNATURE



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




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

                      By:   Demeter Management Corporation
                            (General Partner)

August 14, 2006       By:  /s/Kevin Perry
                              Kevin Perry
                              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