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 0-25605

MORGAN STANLEY CHARTER MILLBURN L.P.
	(Exact name of registrant as specified in its charter)

		Delaware						      13-4018065
(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





(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 CHARTER MILLBURN L.P.

	INDEX TO QUARTERLY REPORT ON FORM 10-Q

	June 30, 2006

<caption>

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

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

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

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

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

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

Item 2. Management's Discussion and Analysis of
		   Financial Condition and Results of Operations........13-28

Item 3. Quantitative and Qualitative Disclosures about
		   Market Risk.........................................28-42

Item 4. Controls and Procedures................................42


PART II. OTHER INFORMATION

Item 1A.Risk Factors............................................43

Item 2. Unregistered Sales of Equity Securities and
		   Use of Proceeds......................................43-44

Item 5. Other Information.......................................44

Item 6. Exhibits.............................................44-45

</table>


<page> <table> PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

	MORGAN STANLEY CHARTER MILLBURN L.P.
	STATEMENTS OF FINANCIAL CONDITION
<caption>
				  June 30,	December 31,
				         2006       	       2005
				  $	$
				(Unaudited)
ASSETS

			<c>	<c>
Equity in futures interests trading accounts:
	Unrestricted cash	39,090,209	40,758,493
	Restricted cash	     4,052,631	    6,129,461

	     Total cash	   43,142,840	   46,887,954

	Net unrealized gain on open contracts (MS&Co.)	      2,172,468	      326,059
	Net unrealized gain (loss) on open contracts (MSIL)	      (162,990)	          59,761

		Total net unrealized gain on open contracts              	    2,009,478 	        385,820

		Total Trading Equity	45,152,318	47,273,774

Subscriptions receivable	1,383,280	268,850
Interest receivable (Morgan Stanley DW)	        177,956	         137,932

		Total Assets	    46,713,554	   47,680,556

LIABILITIES AND PARTNERS' CAPITAL

Liabilities

Redemptions payable	779,230	1,234,240
Accrued brokerage fees (Morgan Stanley DW)	230,242	236,081
Accrued management fees	          76,747	          78,694

		Total Liabilities	     1,086,219	     1,549,015
Partners' Capital

Limited Partners (4,229,202.465 and
	4,363,058.843 Units, respectively)	45,139,821	45,625,125
General Partner (45,675.701 and
      48,427.701 Units, respectively)	       487,514	         506,416

		Total Partners' Capital	    45,627,335	    46,131,541

		Total Liabilities and Partners' Capital	    46,713,554	    47,680,556
NET ASSET VALUE PER UNIT	             10.67	             10.46
<fn>
	The accompanying notes are an integral part
	of these financial statements.
</table>
<page> <table> 	MORGAN STANLEY CHARTER MILLBURN L.P.
	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)	   563,725	         336,519 		 1,065,667	          640,158

EXPENSES
	Brokerage fees (Morgan Stanley DW)	714,364	826,291	1,420,242		1,745,935
	Management fees	          238,121	          264,415	       473,414		      558,700

	  	Total Expenses 	    952,485	        1,090,706	  1,893,656		     2,304,635

NET INVESTMENT LOSS 	   (388,760)	         (754,187)	   (827,989)		  (1,664,477)

TRADING RESULTS
Trading profit (loss):
	Realized	(1,411,599)	(2,867,739)	259,696		(3,091,018)
	Net change in unrealized	    (789,956)	       3,619,923 	    1,623,658	     (135,306)

		Total Trading Results	   (2,201,555)	          752,184	   1,883,354		  (3,226,324)

NET INCOME (LOSS)                                      (2,590,315)		  (2,003)	    1,055,365		 (4,890,801)

NET INCOME (LOSS) ALLOCATION

	Limited Partners	(2,562,120)	 (2,868)	  1,044,050		(4,834,721)
	General Partner 	(28,195)	865	   11,315		(56,080)


NET INCOME (LOSS) PER UNIT

	Limited Partners                                                	    (0.62)	                         0.01	0.21		(0.84)
	General Partner                                                	(0.62)                          0.01	0.21 		(0.84)



<fn>





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

<page> <table> MORGAN STANLEY CHARTER MILLBURN L.P.
	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	5,760,547.025	59,881,786	706,754	60,588,540

Offering of Units	336,488.991	3,281,785	?  	3,281,785

Net Loss		?	(4,834,721)	(56,080)	(4,890,801)

Redemptions                                                 (784,008.151)	   (7,532,080)                 ?  	  (7,532,080)

Partners? Capital,
	June 30, 2005                                         5,313,027.865	  50,796,770	      650,674	 51,447,444




Partners? Capital,
	December 31, 2005	4,411,486.544	45,625,125	506,416	46,131,541

Offering of Units	423,584.477	4,676,812	?  	4,676,812

Net Income	?	1,044,050	11,315	1,055,365

Redemptions                                                 (560,192.855)	   (6,206,166)            (30,217)	  (6,236,383)

Partners? Capital,
	June 30, 2006                                         4,274,878.166	  45,139,821	      487,514	 45,627,335



<fn>





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

</table>


<page> <table> MORGAN STANLEY CHARTER MILLBURN L.P.
	STATEMENTS OF CASH FLOWS
(Unaudited)



<caption>


				       For the Six Months Ended June 30,

				               2006      	          2005
				       $	   $

CASH FLOWS FROM OPERATING ACTIVITIES

			<c>	<c>
Net income (loss)	1,055,365	(4,890,801)
Noncash item included in net income (loss):
	Net change in unrealized	(1,623,658)	135,306

(Increase) decrease in operating assets:
	Restricted cash	2,076,830	(436,958)
	Interest receivable (Morgan Stanley DW)                                             (40,024)	(20,775)

Decrease in operating liabilities:
	Accrued brokerage fees (Morgan Stanley DW)	 (5,839)	(46,611)
	Accrued management fees 	             (1,947)	          (14,916)

Net cash provided by (used for) operating activities	    1,460,727	   (5,274,755)


CASH FLOWS FROM FINANCING ACTIVITIES

Cash received from offering of Units	3,562,382	3,882,839
Cash paid for redemptions of Units	   (6,691,393)	   (6,404,785)

Net cash used for financing activities	   (3,129,011)	    (2,521,946)

Net decrease in unrestricted cash	(1,668,284)	(7,796,701)

Unrestricted cash at beginning of period	  40,758,493	   53,092,121

Unrestricted cash at end of period	    39,090,209	   45,295,420



<fn>




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


<page> MORGAN STANLEY CHARTER MILLBURN L.P.
NOTES TO FINANCIAL STATEMENTS

June 30, 2006

(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 Charter Millburn L.P. (the ?Partnership?).  The
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 Statements of Financial
Condition and the related 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 Charter Millburn L.P. is a Delaware limited
partnership organized in 1998 to engage primarily in the
speculative trading of futures contracts, options on futures
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. The Partnership is one of the Morgan


<page> MORGAN STANLEY CHARTER MILLBURN L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Stanley Charter Series of funds, comprised of three continuously-
offered limited partnerships: the Partnership, Morgan Stanley
Charter Graham L.P., and Morgan Stanley Charter MSFCM L.P., and
effective as of May 1, 2006, one closed-end limited partnership,
Morgan Stanley Charter Campbell 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. Millburn Ridgefield Corporation
(the ?Trading Advisor?) is the trading advisor to the Partnership.

2.  Related Party Transactions
The Partnership'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 the Partnership interest income equal to 100% of its average
daily funds held at Morgan Stanley DW at a rate equal to that
earned by Morgan Stanley DW on its U.S. Treasury bill investments.
In addition, Morgan Stanley DW pays the Partnership interest

<page> MORGAN STANLEY CHARTER MILLBURN L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)




received from MS & Co. and MSIL with respect to such Partnership?s
assets deposited as margin.  The Partnership pays brokerage fees
to Morgan Stanley DW.



3.  Financial Instruments
The Partnership trades futures contracts, options on futures
contracts, and forward contracts on physical commodities and other
commodity interests, including, but not limited to, foreign
currencies, financial instruments, metals, energy, and agricul-
tural products.  Futures and forwards represent contracts for
delayed delivery of an instrument at a specified date and price.
Risk arises from changes in the value of these contracts and the
potential inability of counterparties to perform under the terms
of the contracts.  There are numerous factors which may
significantly influence the market value of these contracts,
including interest rate volatility.

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

<page> MORGAN STANLEY CHARTER MILLBURN L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)


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

The Partnership?s contracts are accounted for on a trade-date
basis and marked to market on a daily basis.  The Partnership
accounts for its derivative investments in accordance with the
provisions of Statement of Financial 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.


<page> MORGAN STANLEY CHARTER MILLBURN L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

The net unrealized gains (losses) on open contracts, reported as a
component of ?Equity in futures interests trading accounts? 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
	$	  $	  $

Jun. 30, 2006	2,395,389	(385,911)	2,009,478	Jun. 2007	Sep. 2006
Dec. 31, 2005	1,984,446	(1,598,626)	385,820	Oct. 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 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

<page> MORGAN STANLEY CHARTER MILLBURN L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

options contracts, are required, pursuant to regulations of the
Commodity Futures Trading Commission (?CFTC?), to segregate from
their own assets, and for the sole benefit of their commodity
customers, all funds held by them with respect to exchange-traded
futures, forward, and futures-styled options contracts, including
an amount equal to the net unrealized gains (losses) on all open
futures, forward, and futures-styled options contracts, which
funds, in the aggregate, totaled $45,538,229 and $48,872,400 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

<page> MORGAN STANLEY CHARTER MILLBURN L.P.
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)

exposure on 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, exchanges, and sales 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
<page> possible to estimate the amount, and therefore the impact,
of future inflows and outflows of Units.

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
<page> 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.

The Partnership?s results of operations set forth in the financial
statements on pages 2 through 12 of this report are prepared in
accordance with accounting principles generally accepted in the
United States of America, which require the use of certain
accounting policies that affect the amounts reported in these
financial statements, including the following:  The contracts the
Partnership trades are accounted for on a trade-date basis and
marked to market on a daily basis.  The difference between their
cost and market value is recorded on the 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, and brokerage fees
expenses of the Partnership are recorded on an accrual basis.

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

For the Three and Six Months Ended June 30, 2006
The Partnership recorded total trading results including interest
income totaling $(1,637,830) and expenses totaling $952,485,
resulting in a net loss of $2,590,315 for the three months ended
June 30, 2006.  The Partnership?s net asset value per Unit
decreased from $11.29 at March 31, 2006 to $10.67 at June 30,
2006.

The most significant trading losses of approximately 6.5% were
incurred during May from long positions in U.S., European, and
Pacific Rim (Japanese and Taiwanese) stock index futures as
equity prices moved lower.  U.S. and European stock indices
declined due to inflation concerns and uncertainty regarding
future interest rate policy, while Japanese equity prices
suffered from a heavy sell-off as investors expressed concerns
that the Japanese economy, which is heavily dependent on exports,
could be significantly impacted by a global economic slowdown.
Additional losses were recorded from newly established short
futures positions in the Taiwanese stock index as prices reversed
higher towards the end of June, on hopes of a pause in U.S.
interest rate hikes.  Within the currency markets, losses of
approximately 3.1% were incurred from long positions in the U.S.
dollar at the beginning of the quarter as the value of the dollar
<page> declined against many of its major rivals, notably the
Japanese yen and Swiss franc.  This reversal lower in the value
of the U.S. dollar was attributed to news that foreign central
banks would diversify their currency reserves away from the U.S.
dollar.  The U.S. dollar also weakened on worries regarding the
U.S. trade deficit and speculation that the U.S. Federal Reserve
may be near the end of its cycle in interest rate increases.
During May and June, long positions in the Australian dollar
versus the U.S. dollar incurred losses as the U.S. dollar
reversed higher against most of its rivals after hawkish comments
from several U.S. Federal Reserve officials, including U.S.
Federal Reserve Chairman Ben Bernanke, implied another interest
rate hike was necessary to help contain rising inflation.  The
value of the U.S. dollar continued to move higher leading up to
the 17th consecutive interest rate hike by the U.S. Federal
Reserve on June 29th.  In addition, the value of the U.S. dollar
strengthened by news that positive steps were taken regarding the
nuclear standoff between Iran and the U.S. Smaller losses of
approximately 1.3% were experienced within the agricultural
markets primarily during June from long futures positions in
sugar as prices reversed lower amid estimates of higher
production and technically-based selling. Additional losses were
incurred from short positions in live cattle futures as prices
reversed higher after news that South Korea would resume U.S.
beef imports.  Elsewhere in the agricultural complex, long
positions in wheat futures recorded losses as prices moved lower
<page> during the first half of June on favorable weather
forecasts across the U.S. wheat belts and reports from the U.S.
Department of Agriculture showing improved crop conditions.  A
portion of the Partnership?s losses during the quarter was offset
by gains of approximately 3.9% within the global interest rate
futures markets from short positions in U.S. fixed-income futures
as prices trended lower amid fears of accelerating global
inflation. Further weighing down U.S. fixed-income prices was the
anticipation of the seventeenth consecutive interest rate hike on
June 29 by the U.S. Federal Reserve.  Within the metals sector,
gains of approximately 2.5% were achieved from long copper,
nickel, and zinc futures position, as base metals prices rallied
sharply during the quarter to record highs as strong global
industrial demand from the U.S., China, and India helped push
prices higher.  Smaller gains of approximately 0.2% were
generated in the energy markets from long futures positions in
crude oil and gas oil as prices increased amid geopolitical
tension in Iran, reports from the U.S. Department of Energy
showing lower-than-expected levels of domestic gasoline
inventories, and fears of supply disruptions in the Gulf of
Mexico.

The Partnership recorded total trading results including interest
income totaling $2,949,021 and expenses totaling $1,893,656,
resulting in net income of $1,055,365 for the six months  ended
June 30, 2006. The Partnership?s net asset value per Unit <page>
increased from $10.46 at December 31, 2005 to $10.67 at June 30,
2006.

The most significant trading gains of approximately 6.6% were
recorded in the metals sector from long copper and zinc futures
positions as base metals prices rallied sharply to record highs
amid strong global industrial demand from the U.S., China, and
India.  Elsewhere in the metals markets, gains were achieved from
long futures positions in silver and gold as precious metals
prices moved higher on persistent demand from foreign central
banks.  Additional gains of approximately 6.1% were recorded from
short positions in U.S. and European interest rate futures as
global bond prices trended lower amid strength in regional equity
markets and investor sentiment that interest rates in the United
States and the European Union would rise.  These gains were
partially offset by losses of approximately 6.7% in the currency
markets from long U.S. dollar positions versus the Czech koruna
and Norwegian krone as the U.S. dollar?s value reversed lower
against these currencies during January on speculation that
China, with a massive U.S. dollar reserve, would diversify some
of its assets into other currencies.  Additional losses in the
currency markets were experienced during March from long
positions in the Mexican peso versus the U.S. dollar as the value
of the peso weakened on political uncertainty in Mexico.  Within
the agricultural markets, losses of approximately 1.2% were
experienced from short positions in live cattle futures during
<page> May as prices reversed higher after news that South Korea
would resume U.S. beef imports.  Long positions in wheat and corn
futures also recorded losses as prices moved lower during the
first half of June on favorable weather forecasts across the U.S.
wheat and corn belts and reports from the U.S. Department of
Agriculture showing improved crop conditions.  Further losses of
approximately 0.4% were incurred in the global stock index
futures markets during May from long positions in U.S., European,
and Pacific Rim (Japanese and Taiwanese) equity index futures as
equity prices moved lower.  U.S. and European stock indices
declined due to inflation concerns and uncertainty regarding
future interest rate policy.  During May, Japanese equity prices
suffered from a heavy sell-off as investors expressed concerns
that the Japanese economy, which is heavily dependent on exports,
could be significantly impacted by a global economic slowdown.
Additional losses were recorded from newly established short
futures positions in the Taiwanese stock index as prices reversed
higher towards the end of June, rallying on hopes of a pause in
U.S. interest rate hikes.  Smaller losses of approximately 0.1%
were experienced in the energy markets during February from long
futures positions in unleaded gasoline as prices declined after
Chinese government authorities announced that China would place
an emphasis on prospecting alternative energy sources in the
future, reports of larger-than-expected supplies, and mild
weather in the U.S. Northeast.  Further losses in the energy
markets were recorded during March from short positions in <page>
unleaded gasoline futures as prices strengthened early in the
month on supply fears fueled by news of geopolitical tensions in
Nigeria and Iran.

For the Three and Six Months Ended June 30, 2005
The Partnership recorded total trading results including interest
income totaling $1,088,703 and expenses totaling $1,090,706,
resulting in a net loss of $2,003 for the three months ended June
30, 2005.  The Partnership?s net asset value per Unit increased
from $9.67 at March 31, 2005 to $9.68 at June 30, 2005.

The most significant trading gains of approximately 6.9% were
recorded in the global interest rate futures markets during April
from long positions in Japanese interest rate futures as prices
increased due to weak economic data and geopolitical concerns
over an intensifying rift between China and Japan.  Additional
gains were recorded from long positions in European bond futures
as prices increased amid a steady stream of weak economic data
from the major countries of the European Union.  During May,
gains were recorded from long positions in European interest rate
futures as prices increased early in the month as investors
sought the safe-haven of fixed-income investments due to
speculation that certain hedge funds may have experienced
significant losses.  Prices then continued to strengthen after
European Central Bank representatives publicly rejected calls for
increases in European interest rates and after French voters
<page> rejected the European Union constitution.  In June, gains
were recorded from long positions in European and Japanese
interest rate futures as prices trended higher throughout the
month due to European Central Bank officials? decision to keep
key interest rates unchanged and the release of weak economic
data from Japan. A portion of the Partnership?s overall gains for
the quarter was offset by losses of approximately 1.6% in the
agricultural sector from positions in wheat, corn, and soybean
complex after prices moved in a trendless pattern due to
conflicting news regarding supply and demand.  Elsewhere in the
agricultural markets, losses were incurred during May and June
from long positions in coffee futures as prices reversed lower
after the International Coffee Organization stated that supplies
are currently sufficient to meet world demand.  Additional losses
of approximately 1.5% were recorded in the metals markets during
April and June from long futures positions in aluminum, lead,
zinc, and nickel as prices decreased due to fears of decreased
demand from China and strength in the U.S. dollar.  Losses of
approximately 0.9% were experienced in energy markets during
April from long positions in crude oil and its related products
as prices moved higher amid concerns that production facilities
in the Gulf of Mexico would be affected by a tropical storm and
news of weak supply.  Smaller losses of approximately 0.1% were
recorded in the global stock index futures markets, primarily
during April, from long positions in the U.S. and Pacific Rim
stock index futures as global equity prices declined sharply
<page> towards the beginning of the month on concerns for
economic growth.  Consistently weak economic data out of Japan,
Germany, and France, as well as weaker-than-expected U.S. Gross
Domestic Product data, resulted in prices continuing their
decline throughout the second half of April, resulting in
additional losses from long positions.


The Partnership recorded total trading results including interest
income totaling $(2,586,166) and expenses totaling $2,304,635,
resulting in a net loss of $4,890,801 for the six months ended
June 30, 2005. The Partnership?s net asset value per Unit
decreased from $10.52 at December 31, 2004 to $9.68 at June 30,
2005.

The most significant trading losses of approximately 5.6% were
recorded in the currency markets, primarily during January, from
short U.S. dollar positions relative to the euro, South African
rand, Japanese yen, Swiss franc, Czech koruna, and Swedish krona
as the value of the U.S. dollar reversed sharply higher in what
many analysts described as a ?corrective? move after its decline
during the fourth quarter of 2004.  This increase in the value of
the U.S. dollar was attributed to data released by the U.S.
Treasury Department which showed November's investment inflows to
the U.S. were ample to cover that month?s record trade deficit.
Speculation that U.S. interest rates were likely to continue to
rise, and fears that the re-valuation of the Chinese yuan was
<page> farther away than expected, also boosted the U.S. dollar.
Further losses in the currency markets were incurred during March
from long positions in the Polish zloty versus the U.S. dollar as
the value of the Polish currency moved lower amid weak economic
data out of that country.  Additional losses were experienced
from long positions in the South African rand, Singapore dollar,
and euro relative to the U.S. dollar as the value of the U.S.
dollar reversed sharply higher leading up to and after the U.S.
Federal Reserve's announcement of a quarter-point increase in the
U.S. federal funds rate.   During May, long positions in the euro
against the U.S. dollar resulted in losses as the value of the
U.S. dollar increased after China downplayed rumors of a move
toward a flexible exchange rate.  Later in the month, weak
economic data and geopolitical uncertainty due to French voters
rejecting the European Union constitution, resulted in the value
of the euro weakening further.  Additional losses of
approximately 3.4% were recorded in the agricultural markets
during February from short positions in the soybean complex,
wheat, and corn as prices reversed higher on news of extremely
cold weather in the growing regions of the U.S. and rumors of a
reduction in world output during 2005.  Further losses were
recorded from both long and short positions in these markets
during the second quarter as prices moved in a trendless pattern
due to conflicting news regarding supply and demand.  Elsewhere
in the agricultural complex, losses were recorded from short
positions in cotton futures during February as prices moved
<page> higher on news of strong export demand from Asia.  Then in
May, long positions in cotton futures resulted in additional
losses as prices declined on news of weak demand in China and
technically-based selling.  In the metals markets, losses of
approximately 1.4% were recorded primarily during April and June
from long futures positions as prices decreased due to fears of
decreased demand from China and strength in the U.S. dollar.
Smaller losses of approximately 1.0% were incurred within the
global stock index futures markets primarily during 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 Pacific Rim and
U.S. stock index futures as a result of equity prices moving
lower early in the month amid concerns about the growing U.S.
trade deficit, a weaker U.S. dollar, inflation fears, and a surge
in crude oil prices.  In April, losses were recorded from long
positions in the U.S. and Pacific Rim stock index futures as
prices declined sharply towards the beginning of the month on
concerns for economic growth.  Consistently weak economic data
out of Japan, Germany, and France, as well as weaker-than-
expected U.S. Gross Domestic Product data, resulted in prices
continuing their decline throughout the second half of April,
resulting in additional losses from long positions.  A portion of
the Partnership?s overall losses for the first six months of the
<page> year was offset by gains of approximately 7.7% recorded in
the global interest rate futures markets during January and March
from long positions in Japanese bond futures as prices trended
higher due to weakness in the equity markets and fears that a
full recovery of the Japanese economy is further away than
investors may have previously expected.  Further gains were
experienced during April from long positions in Japanese interest
rate futures as prices increased due to weak economic data and
geopolitical concerns over an intensifying rift between China and
Japan.  Additional profits were recorded from long positions in
European bond futures as prices trended higher amid a steady
stream of weak economic data from the major countries of the
European Union.  During May, gains were recorded from long
positions in European interest rate futures as prices increased
early in the month as investors sought the safe-haven of fixed-
income investments due to speculation that certain hedge funds
may have experienced significant losses.  Prices then continued
to strengthen after European Central Bank representatives
publicly rejected calls for increases in European interest rates
and after French voters rejected the European Union constitution.
In June, gains were recorded from long positions in European and
Japanese interest rate futures as prices trended higher
throughout the month due to European Central Bank officials?
decision to keep key interest rates unchanged and the release of
weak economic data from Japan.  Within the energy markets, gains
of approximately 0.4% were recorded during February and March
<page> from long futures positions in gas oil and heating oil, as
prices trended higher amid news of increased demand from China,
fears of terror attacks against production facilities in the
Middle East, cold weather in the Northeastern U.S., and
predictions from analysts at Goldman Sachs that oil prices could
reach $105 a barrel.  Smaller losses were recorded during June
from long positions in these markets as prices moved higher amid
concerns that production facilities in the Gulf of Mexico would
be affected by a newly formed tropical storm and news of weak
supply.

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 <page>
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
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
<page> 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.

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.
<page>
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 risks including equity and commodity prices,
interest rates, foreign exchange rates, and correlation among
these variables.  The hypothetical changes in portfolio value are
based on daily percentage changes observed in key market indices
or other market factors (?market risk factors?) to which the
portfolio is sensitive.  The one-day 99% confidence level of the
Partnership?s VaR corresponds to the negative change in portfolio
value that, based on observed market risk factors, would have
been exceeded once in 100 trading days, or one day in 100. VaR
typically does not represent the worst case outcome.  Demeter
uses approximately four years of daily market data (1,000
observations) and re-values its portfolio (using delta-gamma
approximations) for each of the historical market moves that
<page> 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
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
<page> 30, 2006 and 2005, the Partnership?s total capitalization
was approximately $46 million and $51 million, respectively.


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

Interest Rate	(1.83)%	(2.53)%
Currency	(0.49)	(1.24)
Equity	(0.23)	(2.31)
Commodity	(0.63)	(1.07)
Aggregate Value at Risk	     (1.68)%	(3.14)%

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

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

<page> 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
Interest Rate	(1.83)%	(0.50)%	(1.25)%

Currency	(1.60)	(0.49)	(1.05)

Equity	(3.09)	(0.23)	(2.11)

Commodity	(1.13)	(0.63)	(0.78)

Aggregate Value at Risk	(4.36)%	(1.68)%	(3.36)%

Limitations on Value at Risk as an Assessment of Market Risk
VaR models permit estimation of a portfolio?s aggregate market
risk exposure, incorporating a range of varied market risks;
reflect risk reduction due to portfolio diversification or hedging
activities; and can cover a wide range of portfolio assets.
However, VaR risk measures should be viewed in light of the
methodology?s limitations, which include, but may not be limited
to the following:
*	past changes in market risk factors will not always result in
accurate predictions of the distributions and correlations of
future market movements;
*	changes in portfolio value caused by market movements may
differ from those of the VaR model;


<page>
*	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
not necessarily representative of the Partnership?s historic risk,
nor should it be used to predict the Partnership?s future
financial performance or its ability to manage or monitor risk.
There can be no assurance that the Partnership?s actual losses on
a particular day will not exceed the VaR amounts indicated above
or that such losses will not occur more than once in 100 trading
days.
<page>

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

The Partnership also maintains a substantial portion of its
available assets in cash at Morgan Stanley DW; as of June 30,
2006, such amount is equal to approximately 90% of the
Partnership?s net asset value.  A decline in short-term interest
rates would result in a decline in the Partnership?s cash
management income. This cash flow risk is not considered to be
material.

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

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

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

Interest Rate.  The largest market exposure of the Partnership at
June 30, 2006 was to the global interest rate sector.  Exposure
was primarily spread across the U.S., European, Canadian,
Japanese, and Australian interest rate sectors.  Interest rate
<page> movements directly affect the price of the sovereign bond
futures positions held by the Partnership and indirectly affect
the value of its stock index and currency positions.  Interest
rate movements in one country, as well as relative interest rate
movements between countries, materially impact the Partnership?s
profitability. The Partnership?s interest rate exposure is
generally to interest rate fluctuations in the U.S. and the other
G-7 countries.  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 nations - e.g., Australia.  Demeter anticipates that
the G-7 countries and Australian 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.

Currency.  At June 30, 2006, the Partnership had market exposure
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 large number of
currencies, including cross-rates - i.e., positions between two
<page> currencies other than the U.S. dollar.  At June 30, 2006,
the Partnership?s major exposures were to the euro, Mexican peso,
Swiss franc, British pound, Australian dollar, Japanese yen,
Turkish lira, New Zealand dollar, Canadian dollar, and Swedish
krona 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.

Equity.  At June 30, 2006, 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.  The Partnership?s primary market exposures were to the
NASDAQ 100 (U.S.), Hang Seng (China), S&P 500 (U.S.), S&P/MIB
(Italy), IBEX 35 (Spain), FTSE 100 (United Kingdom), SPI-200
(Australia), All Shares (South Africa), and OMX 30 (Sweden) stock
indices.  The Partnership is typically exposed to the risk of
adverse price trends or static markets in the European, U.S.,
Chinese, 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.

<page> Commodity.
Soft Commodities and Agriculturals.  The second largest
exposure of the Partnership at June 30, 2006 was to the
markets that comprise these sectors.  Most of the exposure
was to the cotton, soybeans, coffee, wheat, soybean meal,
cocoa, sugar, corn, soybean oil, live cattle, and lean hogs
markets.  Supply and demand inequalities, severe weather
disruptions, and market expectations affect price movements
in these markets.

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

Metals.	At June 30, 2006, the Partnership had market
exposure in the metals sector.  The Partnership's metals
exposure was to fluctuations in the price of base metals,
<page> such as nickel, zinc, copper, aluminum, lead, and
tin, and precious metals, such as silver, gold, and
platinum.  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
Partnership will continue to do so.

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

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


Qualitative Disclosures Regarding Means of Managing Risk Exposure
The Partnership and the Trading Advisor, separately, attempt to
manage the risk of the Partnership?s open positions in essentially
the same manner in all market categories traded.  Demeter attempts
<page> 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
   (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> <table>  PART II.  OTHER INFORMATION
Item 1A. RISK FACTORS
There have been no 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 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
	   PROCEEDS
<caption>
					 SEC
Registration Statement on Form S-1  Units Registered   Effective Date        File Number

                                         <c>                   <c>                     <c>

Initial Registration	3,000,000.000		November 6, 1998	333-60103
Additional Registration	6,000,000.000		March 27, 2000	333-91569
Additional Registration	10,000,000.000		February 26, 2003	  333-103170
Additional Registration	  2,000,000.000		April 28, 2004	333-113893
Total Units Registered          21,000,000.000

Units sold through 6/30/06      11,286,467.041
Units unsold through 6/30/06     9,713,532.959

The managing underwriter for the Partnership is Morgan Stanley DW.
</table>
Units are continuously sold at monthly closings at a purchase
price equal to 100% of the net asset value per Unit as of the
close of business on the last day of each month.

The aggregate price of the Units sold through June 30, 2006 was
$117,725,266.

Since no expenses are chargeable against proceeds, 100% of the
proceeds of the offering have been applied to the working capital
<page> of the Partnership for use in accordance with the ?Use of
Proceeds? section of the prospectus included as part of the above
referenced Registration Statements.

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.

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.


<page>
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 Charter Millburn 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.