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 0-23577


	MORGAN STANLEY DIVERSIFIED FUTURES FUND L.P.

	(Exact name of registrant as specified in its charter)

		Delaware						     13-3461507
(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









42

44
(Former name, former address, and former
 fiscal year, if changed since
last report)
47
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 DIVERSIFIED FUTURES FUND L.P.

INDEX TO QUARTERLY REPORT ON FORM 10-Q

March 31, 2008

<caption>



PART I. FINANCIAL INFORMATION

				<c>
Item 1. Financial Statements

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

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

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

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

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

		Notes to Financial Statements (Unaudited)...............7-16

Item 2.	Management?s Discussion and Analysis of
			Financial Condition and Results of Operations.......17-25

Item 3.	Quantitative and Qualitative Disclosures About
			Market Risk.........................................26-38

Item 4.	Controls and Procedures.............................38-39

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


PART II. OTHER INFORMATION

Item 1A.Risk Factors...........................................40

Item 5.	Other Information...................................40-42

Item 6.	Exhibits...............................................42
</table>


<page> <table> PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

	MORGAN STANLEY DIVERSIFIED FUTURES FUND L.P.
	STATEMENTS OF FINANCIAL CONDITION
<caption>

			March 31,	December 31,
			        2008        	        2007
			$	$
			(Unaudited)
ASSETS

		<c>	<c>
Trading Equity:
	Unrestricted cash	23,523,316	19,830,358
	Restricted cash	     1,717,343	    1,879,193

	     Total cash	   25,240,659	   21,709,551

     Net unrealized gain on open contracts (MS&Co.)	250,716	261,807
     Net unrealized gain (loss) on open contracts (MSIP)	           (594,958)	         11,898

		Total net unrealized gain (loss) on open contracts	(344,242)	273,705

	Options purchased (proceeds paid $889,841
           and $1,448,845, respectively)	      1,513,743	               1,131,684

		Total Trading Equity	26,410,160	23,114,940

Interest receivable (MS&Co.)	                  24,326	         42,623

		Total Assets	    26,434,486	  23,157,563

LIABILITIES AND PARTNERS? CAPITAL

Liabilities

Options written (premiums received $821,043
    and $1,415,459, respectively)				                 1,513,743	 	   1,131,684
Redemptions payable	379,897	338,077
Accrued management fees 	          31,093	         27,464
Administrative expenses payable	            15,000	         14,000

		Total Liabilities	     1,939,733	    1,511,225

Partners? Capital

Limited Partners (22,463.445 and
	23,320.265 Units, respectively)	24,234,488	21,400,179
General Partner (241.245 and
      268.245 Units, respectively)	        260,265	       246,159

		Total Partners? Capital	    24,494,753	  21,646,338

		Total Liabilities and Partners? Capital	    26,434,486	  23,157,563
NET ASSET VALUE PER UNIT	                                                       1,078.84	         917.66
<fn>
	The accompanying notes are an integral part
	of these financial statements.
</table>
- 2 -


<page> <table>  	MORGAN STANLEY DIVERSIFIED FUTURES FUND L.P.
	STATEMENTS OF OPERATIONS
(Unaudited)

<caption>
  	                                                                                        For the Quarters Ended March 31,


                                                                         		             2008   	     2007
                                                                               	                          $		        $

		<c>		<c>
INVESTMENT INCOME
	Interest income (MS&Co.)    	       103,933			        301,731


EXPENSES
	Brokerage commissions (MS&Co.)	             175,016	379,543
	Management fees 	     	88,320 	113,611
	Administrative expenses		15,000	12,000
	Transaction fees and costs		         10,852	        11,848

		  Total Expenses		     289,188	      517,002


NET INVESTMENT LOSS	   (185,255)	     (215,271)


TRADING RESULTS
Trading profit (loss):
	Realized		4,628,641	(1,777,920)
	Net change in unrealized		    (653,359)	    1,028,733

               Total Trading Results		    3,975,282	     (749,187)

NET INCOME (LOSS)  	     3,790,027	     (964,458)


NET INCOME (LOSS) ALLOCATION

	Limited Partners                	                3,746,792	     (953,748)
	General Partner            	                     43,235	 	       (10,710)


NET INCOME (LOSS) PER UNIT

	Limited Partners                                                  		                  161.18	(33.03)
	General Partner                                                   		                  161.18	  (33.03)


		                                                       Units     	                             Units
WEIGHTED AVERAGE NUMBER
	OF UNITS OUTSTANDING                          	   23,166.700		 28,808.380
<fn>

The accompanying notes are an integral part
of these financial statements.
</table>
- 3 -
<page> <table> MORGAN STANLEY DIVERSIFIED FUTURES FUND L.P.
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	29,629.631	30,865,627	341,508 	31,207,135

Net Loss                               -    	             (953,748)	             (10,710)	(964,458)

Redemptions	   (1,737.578)	       (1,756,316)             (30,606)       (1,786,922)

Partners? Capital,
March 31, 2007	    27,892.053	   28,155,563	             300,192	 28,455,755




Partners? Capital,
December 31, 2007	23,588.510	21,400,179	246,159 	21,646,338

Net Income                                                               ?    	            3,746,792	              43,235	3,790,027

Redemptions	     (883.820)	           (912,483)            (29,129)          (941,612)

Partners? Capital,
March 31, 2008	    22,704.690	   24,234,488	             260,265	 24,494,753




<fn>













The accompanying notes are an integral part
	of these financial statements.
</table>
- 4 -
 <page> <table>	MORGAN STANLEY DIVERSIFIED FUTURES FUND L.P.
	STATEMENTS OF CASH FLOWS
(Unaudited)


<caption>



				     For the Quarters Ended March 31,

	      2008        	        2007
	       $	$


			<c>	<c>
CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)	3,790,027	(964,458)
Noncash item included in net income (loss):
	Net change in unrealized	653,359	(1,028,733)

(Increase) decrease in operating assets:
	Restricted cash	 161,850	(493,820)
	Net option proceeds	(35,412)	75,690
     Interest receivable (MS&Co.)		 			         18,297	         	          9,256

Increase (decrease) in operating liabilities:
	Accrued management fees 	3,629	         (3,361)
	Administrative expenses payable                                  1,000          	(20,117)
	Accrued incentive fee	               -                                    (64,875)

Net cash provided by (used for) operating activities	   4,592,750	    (2,490,418)


CASH FLOWS FROM FINANCING ACTIVITIES

Cash paid for redemptions of Units	      (899,792)	    (1,556,638)

Net cash used for financing activities	      (899,792)	    (1,556,638)

Net increase (decrease) in unrestricted cash	    3,692,958	        (4,047,056)

Unrestricted cash at beginning of period	   19,830,358	   30,083,827

Unrestricted cash at end of period	   23,523,316	   26,036,771






<fn>
The accompanying notes are an integral part
	of these financial statements.
</table>
- 5 -
<page> <table> MORGAN STANLEY DIVERSIFIED FUTURES FUND L.P.
CONDENSED 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:  $24,494,753





<c>
<c>
<c>
<c>
<c>
Commodity
   (721,799)
       (2.95)
          ?
          ?
  (721,799)
Equity
         ?
          ?
   (86,168)
      (0.35)
  (86,168)
Foreign currency
     (44,011)
       (0.18)
   (183,238)
      (0.75)
   (227,249)
Interest rate
    613,935
        2.51
     (22,050)
      (0.09)
    591,885






     Grand Total:
   (151,875)
       (0.62)
   (291,456)
      (1.19)
  (443,331)

     Unrealized Currency Gain





    30,291

     Total Net Unrealized Loss



  (413,040)







December 31, 2007, Partnership Net Assets:  $21,646,338










Commodity
        4,079
        0.02
    258,330
       1.19
  262,409
Equity
         ?
          ?
    70,228
       0.32
  70,228
Foreign currency
   (271,847)
       (1.25)
    123,818
       0.57
   (148,029)
Interest rate
     (11,061)
       (0.05)
      36,751
       0.17
      25,690






     Grand Total:
   (278,829)
       (1.28)
    489,127
       2.25
   210,298

     Unrealized Currency Gain





    30,021

     Total Net Unrealized Gain



   240,319


<fn>


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




- 6 -
<page> MORGAN STANLEY DIVERSIFIED FUTURES FUND L.P.
NOTES TO FINANCIAL STATEMENTS

March 31, 2008

(Unaudited)


The unaudited 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 Diversified Futures Fund L.P. (the
?Partnership?).  The 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 Diversified Futures Fund L.P. is a Delaware limited
partnership organized in 1987 to engage primarily in the
speculative trading of futures contracts, options on futures and
forward contracts, and forward contracts on physical commodities
and other commodity interests, including, but not limited to,
foreign currencies, financial instruments, metals, energy, and
agricultural products (collectively, ?Futures Interests?).

The Partnership may buy or write put and call options through
listed exchanges and the over-the-counter market.  The buyer has
the right to purchase (in the case of a call option) or sell (in
the case of a put option) a specified quantity of a specific
Futures Interest or underlying asset at a specified price prior to

- 7 -
<page> MORGAN STANLEY DIVERSIFIED FUTURES FUND L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

or on a specified expiration date.  The writer of an option is
exposed to the risk of loss if the market price of the underlying
asset declines (in the case of a put option) or increases (in the
case of a call option).  The writer of an option can never profit
by more than the premium paid by the buyer but can lose an
unlimited amount.

Premiums received/paid from writing/purchasing options are
recorded as liabilities/assets on the Statements of Financial
Condition and are subsequently adjusted to current values.  The
difference between the current value of an option and the premium
received/paid is treated as an unrealized gain or loss.

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.  Morgan
Stanley Capital Group Inc. ("MSCG") acts as the counterparty on
all trading of options on foreign currency forward contracts.
MSIP serves as the commodity broker for trades on the London Metal
Exchange. Demeter, MS&Co., MSIP, and MSCG are wholly-owned
subsidiaries of Morgan Stanley. Hyman Beck & Company Inc. (the
?Trading Advisor?) is the trading advisor to the Partnership.

- 8 -
<page> MORGAN STANLEY DIVERSIFIED FUTURES FUND L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)


2.  Related Party Transactions
The Partnership?s cash is on deposit with MS&Co. and MSIP in
futures, forward, and options trading accounts to meet margin
requirements as needed.  Monthly, MS&Co. pays the Partnership
interest income on 80% of the Partnership?s average daily Net
Assets for the month at a rate equal to the monthly average yield
on the 4-week U.S. Treasury bill discount rate during such month.
The Partnership pays brokerage commissions 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.

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

- 9 -
<page> MORGAN STANLEY DIVERSIFIED FUTURES FUND L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

factors which may significantly influence the market value of
these contracts, including interest rate volatility.

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

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



1)	One or more underlying notional amounts or payment
provisions;
- 10 -
<page> MORGAN STANLEY DIVERSIFIED FUTURES FUND L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)


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 (losses) on open contracts, reported as a
component of ?Trading Equity? on the Statements of Financial
Condition, and their longest contract maturities were as follows:


                  Net Unrealized Gains/(Losses)
                          on Open Contracts                Longest Maturities

                 Exchange-  Off-Exchange-              Exchange- Off-Exchange-
Date              Traded       Traded        Total      Traded      Traded
                     $           $             $

Mar. 31, 2008    (185,791)	(227,249)	 (413,040)	 Dec. 2008	  Aug. 2008
Dec. 31, 2007     388,364	(148,045)	  240,319	 Sep. 2008    Aug. 2008

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 Statements of Financial Condition.

-	11 ?
<page> MORGAN STANLEY DIVERSIFIED FUTURES FUND L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)


The Partnership also has credit risk because MS&Co., MSIP, and/or
MSCG act as the futures commission merchants or the counter-
parties, 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?), 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 $25,054,868 and
$22,097,915 at March 31, 2008, and December 31, 2007, respect-
ively. With respect to the Partnership?s off-exchange-traded
forward currency contracts and forward currency options
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.
                               - 12 -
<page> MORGAN STANLEY DIVERSIFIED FUTURES FUND L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)


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.  With respect to those off-exchange-traded
forward currency options contracts, the Partnership is at risk to
the ability of MSCG, the sole counterparty on all such contracts,
to perform.  The Partnership has a netting agreement with each
counterparty. These agreements, which seek to reduce both the
Partnership?s and the counterparties? exposure on off-exchange-
traded forward currency contracts, including options on such
contracts, should materially decrease the Partnership?s credit
risk in the event of MS&Co.?s or MSCG?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
                              - 13 ?

<page> MORGAN STANLEY DIVERSIFIED FUTURES FUND L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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.

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(loss) on open contracts
$      (185,791)
 $     (227,249)
 n/a

 $      (413,040)
Options purchased
            ?
    1,513,743
 n/a

      1,513,743
    Total Assets
$      (185,791)
  $    1,286,494
 n/a

   $    1,100,703






Liabilities





Options written
         ?
$    1,513,743
 n/a

    $    1,513,743






Net unrealized loss on open





  contracts
$      (185,791)
$     (227,249)
 n/a

$     (413,040)
</table>                      - 14 -
<page> MORGAN STANLEY DIVERSIFIED FUTURES FUND L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)


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
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.


- 15 -


<page> MORGAN STANLEY DIVERSIFIED FUTURES FUND L.P.
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)


7.  Reclassification

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




















- 16 -
<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
                               - 17 -
<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.

- 18 -
<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 the Partnership during the period in question. Past
performance is no guarantee of future results.
- 19 -
<page> The Partnership?s results of operations set forth in the
financial statements on pages 2 through 16 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 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 commissions,
and transaction fees and costs of the Partnership are recorded on
an accrual basis.

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


- 20 -
<page> For the Quarter Ended March 31, 2008
The Partnership recorded total trading results including interest
income totaling $4,079,215 and expenses totaling $289,188,
resulting in net income of $3,790,027 for the quarter ended March
31, 2008.  The Partnership?s net asset value per Unit increased
from $917.66 at December 31, 2007, to $1,078.84 at March 31,
2008.

The most significant trading gains of approximately 8.9% were
recorded in the currency sector throughout the quarter from long
positions in the Japanese yen, euro, and Swiss franc versus the
U.S. dollar as the value of the U.S. dollar moved lower against
these currencies due to disappointing economic data in the U.S.,
weak corporate earnings reports, and fears of a possible U.S.
recession, which fueled speculation of continued interest rate
cuts by the U.S. Federal Reserve.  Elsewhere, short positions in
the British pound versus the Japanese yen and euro resulted in
gains, primarily during March, as the value of the British pound
declined relative to these currencies amid speculation that a
global credit crunch and falling home prices in the United
Kingdom may cause the Bank of England to reduce interest rates.
Within the global interest rate sector, gains of approximately
6.4% were experienced, primarily during January and February,
from long positions in U.S., German, and Japanese fixed-income
futures as prices increased in a ?flight-to-quality? following a
sharp decline in the global equity markets and concerns that an
economic slowdown in the United States may weaken the global
                             - 21 -
<page> economy.  Furthermore, U.S. fixed-income futures prices
moved higher as the U.S. Federal Reserve cut interest rates by
200 basis points throughout the quarter, while U.S. government
reports showed a rise in unemployment and slower-than-expected
fourth quarter Gross Domestic Product growth.  Additional gains
of approximately 5.9% were recorded in the global stock index
sector throughout the quarter from short positions in European,
Pacific Rim, and U.S. equity index futures as prices decreased 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.  A portion of the Partnership?s gains for the
quarter was offset by losses of approximately 3.0% in the metals
markets from short futures positions in aluminum, copper, and
zinc as prices increased in January and February due to news of
weak global supplies amid rising demand from China and India.
During March, further losses were incurred from newly established
long positions in aluminum futures as prices reversed lower amid
speculation that a slumping U.S. economy may lead to a decline in
global demand for base metals.  Additional losses of
approximately 0.4% were experienced within the energy sector,
primarily during January, from short positions in natural gas
futures as prices moved higher amid forecasts for colder weather
and expectations of a decline in U.S. inventories.  Elsewhere,
long futures positions in crude oil resulted in losses, primarily
during January, as prices reversed lower due to fears that a
possible economic recession in the U.S. may curb demand from the
                            - 22 -
<page> world's largest energy consumer.  Smaller losses of
approximately 0.3% were recorded in the agricultural markets,
primarily during March, from long positions in coffee futures as
prices fell amid forecasts that Brazil's crop may be larger than
previously estimated.  Lastly, losses were incurred in the
agricultural complex during March from long futures positions in
cotton as prices decreased on concern that the aforementioned
economic slowdown may erode global demand.


For the Quarter Ended March 31, 2007
The Partnership recorded total trading results including interest
income totaling $(447,456) and expenses totaling $517,002,
resulting in a net loss of $964,458 for the quarter ended March
31, 2007.  The Partnership?s net asset value per Unit decreased
from $1,053.24 at December 31, 2006, to $1,020.21 at March 31,
2007.

The most significant trading losses of approximately 1.7% were
experienced in the currency sector primarily during late February
and early March from short positions in the Japanese yen relative
to the U.S. dollar, euro, and British pound as the value of the
Japanese yen reversed sharply higher amid an almost 10% drop in
the Shanghai stock market and a warning from Rodrigo Rato,
Managing Director of the International Monetary Fund, that a weak
Japanese yen "could lead to more entrenched exchange rate
misalignments that worsen global imbalances", which encouraged

- 23 -
<page> traders to unwind short positions in the Japanese yen
against most of its major rivals.  Furthermore, investor
speculation that consistently strong economic data out of Japan
might force the Bank of Japan to continue raising interest rates
in order to combat possible inflation also pushed the value of
the Japanese yen higher.  Additional losses were incurred during
later February and early March from short positions in the Swiss
franc versus the U.S. dollar as the value of the Swiss franc
moved higher on news that Switzerland?s economy had accelerated
faster than expected in February for the second straight month.
Elsewhere in the currency sector, losses were incurred during
March from long positions in the New Zealand dollar versus the
U.S. dollar as the value of the New Zealand dollar declined after
the Reserve Bank of New Zealand indicated that interest rates
might remain steady in the near term.  Additional losses of
approximately 1.2% were incurred in the global interest rate
sector, primarily during February from short positions in U.S
fixed-income futures as prices reversed sharply higher due to a
worldwide "flight-to-quality" after a sell-off in the global
equity markets that began on February 27, 2007, with 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.  Within the metals
sector, losses of approximately 0.6% were incurred primarily in

                             - 24 ?
<page> February and March from short positions in copper futures
as prices moved higher on continued speculation that low
stockpiles and supply disruptions might create a supply shortage
in the future and news of stronger-than-expected Chinese
industrial data.  Additional losses were recorded in the metals
markets from short positions in gold futures as prices increased
amid uncertainty regarding the future direction of the U.S.
dollar.  Further losses of approximately 0.4% were experienced
within the global stock index sector during February and March
from long positions in U.S. and French equity index futures as
prices fell suddenly and sharply due to the aforementioned
factors that affected the global interest rate futures markets.
Smaller losses of approximately 0.1% were experienced within the
energy markets primarily in January and February from short
positions in natural gas futures as prices reversed higher amid
colder weather in the U.S Northeast and news from the U.S.
Department of Energy that supplies were weaker-than-expected.  A
portion of the Partnership?s losses for the quarter was offset by
gains of approximately 0.5% in the agricultural sector primarily
during March from long positions in cocoa futures as prices moved
higher after dry weather in the Ivory Coast increased speculation
that this year?s crop might be smaller-than-expected, as well as
increased political tensions in that country.  Lastly, gains were
experienced from short futures positions in sugar as prices moved
lower during January due to speculative-selling, while prices
fell during March amid increased production from Brazil,
Thailand, and India.
- 25 -
<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 on such contracts 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, 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 and forward currency options 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
                            - 26 -
<page> Partnership accounts with the counterparty, which is
accomplished by daily maintenance of the cash balance in a
custody account held at MS&Co.

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

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

The Partnership?s past performance is no guarantee of its future
results.  Any attempt to numerically quantify the Partnership?s
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.
- 27 -
<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 Partnership?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,
interest rates, foreign exchange rates, and correlation among
                             - 28 -
<page> 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
and systems capabilities improve.  Please note that the VaR model
is used to numerically quantify market risk for historic
                            - 29 -
<page> 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 $24 million and $28 million, respectively.

Primary Market            March 31, 2008         March 31, 2007
Risk Category	  	      Value at Risk          Value at Risk

Currency					(0.61)%		   	    (1.22)%

Interest Rate				(0.60)			    (1.17)

Equity				     (0.28)			    (0.42)

Commodity				    	(0.54)			    (0.77)

Aggregate Value at Risk	 	(1.15)%		    	    (1.60)%


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.

- 30 -
<page> Because the business of the Partnership is the speculative
trading of futures, forwards, and options on such contracts, 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.

Primary Market Risk Category        High      Low      Average
Currency						(1.68)%	(0.61)%	(0.99)%

Interest Rate					(1.16)	(0.60)	(0.82)

Equity						(0.63)	(0.09)	(0.32)

Commodity						(0.75)	(0.38)	(0.57)


Aggregate Value at Risk			(2.57)%	(1.15)%	(1.62)%



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:
-	31 ?
<page>
*	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 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.
                              - 32 -
<page> 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 MS&Co.; as of March 31, 2008,
such amount was equal to approximately 98% 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
                             - 33 -
<page> 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 expropria-
tions, 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.



- 34 -
<page> Currency.   The largest market exposure of the Partnership
at March 31, 2008, was to the currency sector.  The Partnership?s
currency exposure is 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 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 the euro, Japanese yen, and
British pound 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.

Interest Rate.  The second largest market exposure of the
Partnership at March 31, 2008, was to the global interest rate
sector.  This Exposure was primarily spread across Japanese,
U.S., European, and Canadian 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 the Partnership?s stock index and currency
positions.  Interest rate movements in one country, as well as
relative interest rate movements between countries, materially
                             - 35 -
<page> impact the Partnership?s profitability.  The Partnership?s
primary interest rate exposure is generally to interest rate
fluctuations in the U.S. and the other G-7 countries.  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 will remain the primary interest rate exposure of the
Partnership for the foreseeable future.  The speculative futures
positions held by the Partnership may 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.  At March 31, 2008, the Partnership had market exposure
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 S&P 500 (U.S.), FTSE 100 (Britain), NIKKEI 225
(Japan), CAC 40 (France), SPI 200 (Australia), and DAX (Germany)
stock indices.  The Partnership is exposed to the risk of adverse
price trends or static markets in the U.S., European, Japanese,
and Australian 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.

- 36 -
<page>
	Commodity.

Metals.	The third largest market exposure of the
Partnership at March 31, 2008, was to the metals sector.
The Partnership's metals exposure was to fluctuations in the
price of precious metals, such as gold and silver.  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.

Soft Commodities and Agriculturals.  At March 31, 2008, the
Partnership had market exposure in the markets that comprise
these sectors.  Most of the exposure was to the soybean oil
and corn markets.  Supply and demand inequalities, severe
weather disruptions, and market expectations affect price
movements in these markets.

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 Japanese yen,
Australian dollars, British pounds, Canadian dollars, euros,
Swiss francs, and Mexican pesos.  The Partnership controls
                        - 37 -
<page> 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.

Demeter monitors and controls the risk of the Partnership?s non-
trading instrument, 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

- 38 -
<page> 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.











-	39 -
<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

- 40 -
<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 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.

- 41 -
<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.















- 42 -


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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 Diversified Futures 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.










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