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 September 30, 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 0-25605

MORGAN STANLEY CHARTER WCM 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
522 Fifth Avenue, 13th Floor
New York, NY						 	 	    10036
(Address of principal executive offices)	  	       (Zip Code)

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




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


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

Yes    X       	No

Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company.  See the definitions of ?large accelerated filer?,
?accelerated filer? and ?smaller reporting company? in Rule 12b-2 of the
Exchange Act.

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

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






	<page> <table> MORGAN STANLEY CHARTER WCM L.P.

	INDEX TO QUARTERLY REPORT ON FORM 10-Q

	September 30, 2008
<caption>

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

				<c>
		Statements of Financial Condition as of September 30, 2008
		(Unaudited) and December 31, 2007...........................2

		Statements of Operations for the Three and Nine Months
		Ended September 30, 2008 and 2007 (Unaudited)...............3

		Statements of Changes in Partners? Capital for the
	  Nine Months Ended September 30, 2008 and 2007 (Unaudited)...4

		Statements of Cash Flows for the Nine Months Ended
		September 30, 2008 and 2007 (Unaudited).....................5

		Condensed Schedules of Investments as of September 30, 2008
		(Unaudited) and December 31, 2007	6

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

Item 2. Management's Discussion and Analysis of
		   Financial Condition and Results of Operations........16-30

Item 3. Quantitative and Qualitative Disclosures About
		   Market Risk.........................................30-44

Item 4. Controls and Procedures................................44

Item 4T.Controls and Procedures................................44


PART II. OTHER INFORMATION

Item 1A.Risk Factors............................................45

Item 2. Unregistered Sales of Equity Securities and
		   Use of Proceeds......................................45-46

Item 5. Other Information.......................................46

Item 6. Exhibits.............................................46-47

</table>


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

	MORGAN STANLEY CHARTER WCM L.P.
	STATEMENTS OF FINANCIAL CONDITION
<caption>
				September 30,	December 31,
				         2008       	       2007
				  $	$
				(Unaudited)
ASSETS

			<c>	<c>
Trading Equity:
	Unrestricted cash	120,909,062	72,376,602
	Restricted cash	      5,474,395	       6,848,850

	     Total cash	  126,383,457	     79,225,452

	Net unrealized gain (loss) on open contracts (MSIP)	        253,556	        (242,371)
	Net unrealized gain (loss) on open contracts (MS&Co.)	        (206,348)      	       1,340,211

		Total net unrealized gain on open contracts              	           47,208	      1,097,840

		Total Trading Equity	126,430,665	80,323,292

Subscriptions receivable	2,872,826	4,554,302
Interest receivable (MS&Co.)	         100,736	         205,192

		Total Assets	  129,404,227	   85,082,786

LIABILITIES AND PARTNERS' CAPITAL

Liabilities

Redemptions payable	1,284,954	745,064
Accrued brokerage fees (MS&Co.)	628,874	          401,840
Accrued management fees				    	     209,624		       133,946

		Total Liabilities	       2,123,452 	     1,280,850

Partners' Capital

Limited Partners (10,737,720.463 and
	7,355,246.125 Units, respectively)	125,916,532	82,918,267
General Partner (116,337.857 and
      78,385.637 Units, respectively)	      1,364,243 	         883,669

		Total Partners' Capital	   127,280,775	    83,801,936

		Total Liabilities and Partners' Capital	   129,404,227	    85,082,786

NET ASSET VALUE PER UNIT	              11.73	             11.27
<fn>

	The accompanying notes are an integral part
	of these financial statements.
</table>
	<page> <table> MORGAN STANLEY CHARTER WCM L.P.
	STATEMENTS OF OPERATIONS
(Unaudited)
<caption>

                                           For the Three Months	                              For the Nine Months
                                         Ended September 30,      	            Ended September 30,


                               2008   	     	         2007    	      2008   	    2007
                                $	                 $		          $	 	$

	<c>	<c>		<c>		<c>
INVESTMENT INCOME
	Interest income (MS&Co.)	     461,464	           762,282		    1,388,250	         2,032,803

EXPENSES
	Brokerage fees (MS&Co.)	1,905,764	1,032,795	4,967,683		2,703,564
	Management fees	635,254	       344,265	1,655,895	   	      901,188
	Incentive fees		        ?	                          ?          	      2,835,080  	        372,615

	  	Total Expenses 	     2,541,018	    1,377,060	    9,458,658		   3,977,367

NET INVESTMENT LOSS 	    (2,079,554)	      (614,778)	    (8,070,408)		  (1,944,564)

TRADING RESULTS
Trading profit (loss):
	Realized	(4,720,290)	(529,490)	10,856,546		2,822,069
	Net change in unrealized	   (4,798,030)	   3,752,396	     (1,050,632)	   4,152,994

		Total Trading Results	   (9,518,320)	    3,222,906	      9,805,914		    6,975,063

NET INCOME (LOSS)                                    (11,597,874)		    2,608,128	     1,735,506	  	    5,030,499

NET INCOME (LOSS) ALLOCATION

	Limited Partners	(11,471,880)	2,581,197	1,714,932 	        	4,979,421
	General Partner 	(125,994)	26,931	20,574	51,078


NET INCOME (LOSS) PER UNIT

	Limited Partners      	                                      (1.14)	  0.37	0.46 	 	0.68
	General Partner      	                                      (1.14)	  0.37	0.46 	 	0.68


	                                                   Units                  Units                     Units		        Units
WEIGHTED AVERAGE NUMBER
	OF UNITS OUTSTANDING                   10,499,963.185		6,689,328.454     		9,283,375.584	6,017,965.958

<fn>

The accompanying notes are an integral part
of these financial statements.    </table>
228
<page> <table> MORGAN STANLEY CHARTER WCM L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
For the Nine Months Ended September 30, 2008 and 2007
(Unaudited)

<caption>


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

			<c>	<c>	<c>	<c>
Partners? Capital,
	December 31, 2006	4,341,446.934	43,835,717	475,343	  44,311,060

Offering of Units	 3,272,832.391	32,804,987	       260,000 	33,064,987

Net Income	?	4,979,421	51,078	5,030,499

Redemptions                                                (856,164.160)	  (8,802,923)       	        ?		 (8,802,923)

Partners? Capital,
	September 30, 2007                             6,758,115.165		  72,817,202	     786,421	      73,603,623




Partners? Capital,
	December 31, 2007	7,433,631.762	82,918,267	883,669	83,801,936

Offering of Units	 4,015,973.907	48,487,733	       460,000 	48,947,733

Net Income	?	1,714,932	20,574	1,735,506

Redemptions                                                (595,547.349)	  (7,204,400)       	        ?		 (7,204,400)

Partners? Capital,
	September 30, 2008                            10,854,058.320	 125,916,532	   1,364,243	     127,280,775




<fn>






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

</table>


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

<caption>




				      For the Nine Months Ended September 30,

				               2008      	                              2007
				         $	                     $

CASH FLOWS FROM OPERATING ACTIVITIES

			<c>	<c>
Net income  	1,735,506	5,030,499
Noncash item included in net income:
	Net change in unrealized	1,050,632	(4,152,994)

(Increase) decrease in operating assets:
	Restricted cash	  1,374,455	 1,095,095
	Interest receivable (MS&Co.)	104,456	(59,213)

Increase (decrease) in operating liabilities:
	Accrued brokerage fees (MS&Co.)	227,034	133,070
	Accrued management fees 	75,678	               44,357
	Accrued incentive fee payable          	                                              ? 	       		             (41,912)

Net cash provided by operating activities	   4,567,761	   2,048,902


CASH FLOWS FROM FINANCING ACTIVITIES

Cash received from offering of Units	50,629,209	35,801,810
Cash paid for redemptions of Units	   (6,664,510)	    (9,605,922)

Net cash provided by financing activities	   43,964,699	   26,195,888

Net increase in unrestricted cash	48,532,460	   28,244,790

Unrestricted cash at beginning of period	   72,376,602	    35,032,684

Unrestricted cash at end of period	    120,909,062	    63,277,474



<fn>




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


<page> <table> MORGAN STANLEY CHARTER WCM L.P.
CONDENSED SCHEDULES OF INVESTMENTS
September 30, 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)

$
         %
 $
%
$


September 30, 2008, Partnership Net Assets:   $127,280,775





<c>
<c>
<c>
<c>
<c>
Commodity
   (901,332)
       (0.71)
     520,321
       0.41
  (381,011)
Equity
        (831)
          ?
    782,493
       0.62
   781,662
Foreign currency
   (241,734)
       (0.19)
    (198,071)
      (0.16)
  (439,805)
Interest rate
    152,728
        0.12
    (130,315)
      (0.10)
     22,413






     Grand Total:
   (991,169)
        (0.78)
     974,428
       0.77
   (16,741)

     Unrealized Currency Gain





    63,949

     Total Net Unrealized Gain



   47,208


 December 31, 2007, Partnership Net Assets: $83,801,936









Commodity
 1,260,450
        1.50
    (115,496)
      (0.14)
1,144,954
Equity
    41,882
        0.05
      15,947
       0.02
     57,829
Foreign currency
   (232,623)
       (0.27)
      (19,555)
      (0.02)
  (252,178)
Interest rate
    126,895
        0.15
      (30,995)
      (0.04)
     95,900






     Grand Total:
 1,196,604
        1.43
    (150,099)
      (0.18)
1,046,505

     Unrealized Currency Gain





     51,335

     Total Net Unrealized Gain



  1,097,840
<fn>










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


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

September 30, 2008

(Unaudited)


The unaudited financial statements contained herein include, in
the opinion of management, all adjustments necessary for a fair
presentation of the financial condition and results of operations
of Morgan Stanley Charter WCM 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 Charter WCM 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
(collectively, "Futures Interests").  The Partnership is one of
the Morgan Stanley Charter series of funds, comprised of the
Partnership, Morgan Stanley Charter Graham L.P., Morgan Stanley
Charter Aspect L.P., and Morgan Stanley Charter Campbell L.P.
(collectively, the "Charter Series"), which, effective as of May
1, 2006, no longer accepts subscriptions and exchanges of units of
limited partnership interest ("Unit(s)") from any other Charter


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

Series for Units of Morgan Stanley Charter Campbell L.P.

The Partnership?s general partner is Demeter Management
Corporation (?Demeter?). The commodity brokers are Morgan Stanley
& Co. Incorporated (?MS&Co.?) and Morgan Stanley & Co.
International plc ("MSIP").  MS&Co. also acts as the counterparty
on all trading of foreign currency forward contracts. MSIP serves
as the commodity broker for trades on the London Metal Exchange.
Demeter, MS&Co., and MSIP are wholly-owned subsidiaries of Morgan
Stanley. Winton Capital Management Limited (the ?Trading
Advisor?) is the trading advisor to the Partnership.

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.  MS&Co. pays the Partnership at each
month end interest income on an amount equal to the commodity
brokers? margin requirements on the Partnership?s current futures,
forward, and options contracts at a rate approximately equivalent
to the rate the commodity brokers pay other similar customers on
margin deposits.  In addition, MS&Co. pays the Partnership at each
month end interest income on the Partnership?s funds in excess


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

of such current margin requirements but available to satisfy
margin requirements at a rate equal to the monthly average of the
4-week U.S. Treasury bill discount rate during the month.  The
Partnership pays brokerage fees to MS&Co.

3.  Income Taxes
No provision for income taxes has been made in the accompanying
financial statements, as partners are individually responsible
for reporting income or loss based upon their respective share of
the Partnership?s revenues or expenses for income tax purposes.
The Partnership files U.S. federal and state tax returns.  The
2004 through 2007 tax years generally remain subject to
examination by U.S. federal and most state tax authorities.


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


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

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



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 (loss) on open contracts, reported as a
component of "Trading Equity? on the Statements of Financial
Condition, and their longest contract maturities were as follows:
<table> <caption>
	   Net Unrealized Gains/(Loss)
 	    on Open Contracts	    Longest Maturities

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

	$	  $	  $

		<c>      <c>	      <c>        <c>       <c>
Sep. 30, 2008	66,027      (18,819)		47,208	Mar. 2010	Dec. 2008
Dec. 31, 2007	1,097,840	-    	1,097,840	Jun. 2009	     -
</table>
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 MS&Co. and MSIP act
as the futures commission merchants or the counterparties, with
respect to most of the Partnership?s assets. Exchange-traded
futures, exchange-traded forward, and exchange-traded futures-
styled options contracts are marked to market on a daily basis,


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

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
$126,449,484 and $80,323,292 at September 30, 2008, and December
31, 2007, respectively. With respect to the Partnership?s off-
exchange-traded forward currency contracts, there are no daily
settlements of variation in value, nor is there any requirement
that an amount equal to the net unrealized gains (losses) on such
contracts be segregated.  However, the Partnership is required to
meet margin requirements equal to the net unrealized loss on open
forward currency contracts in the Partnership accounts with the
counterparty, which is accomplished by daily maintenance of the
cash balance in a custody account held at MS&Co.  With respect
to those off-exchange-traded forward currency contracts, the

- 12 -


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

Partnership is at risk to the ability of MS&Co., the sole
counterparty on all such contracts, to perform.  The Partnership
has a netting agreement with MS&Co. This agreement, which seeks to
reduce both the Partnership?s and MS&Co.?s exposure 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.



5.  New Accounting Developments

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


- 13 -
<page> MORGAN STANLEY CHARTER WCM L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)


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
September 30, 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
  $66,027

      $(18,819)
 n/a

         $47,208
</table>
In March 2008, the FASB issued SFAS No. 161, Disclosures about
Derivative Instruments and Hedging Activities ("SFAS 161").  SFAS
161 is intended to improve financial reporting about derivative
instruments and hedging activities by requiring enhanced
disclosures to enable investors to better understand how those
instruments and activities are accounted for; how and why they are
used; and their effects on a Partnership?s financial position,
financial performance, and cash flows.  SFAS 161 is effective for
financial statements issued for fiscal years beginning after

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

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.










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


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

The Partnership?s investment in futures, forwards, and options
may, from time to time, be illiquid.  Most U.S. futures exchanges
limit fluctuations in prices during a single day by regulations
referred to as ?daily price fluctuations limits? or ?daily
limits?.  Trades may not be executed at prices beyond the daily
limit.  If the price for a particular futures or options contract
has increased or decreased by an amount equal to the daily limit,
positions in that futures or options contract can neither be taken
nor liquidated unless traders are willing to effect trades at or
within the limit.  Futures prices have occasionally moved the
daily limit for several consecutive days with little or no
trading.  These market conditions could prevent the Partnership
<page> from promptly liquidating its futures or options contracts
and result in restrictions on redemptions.

There is no limitation on daily price moves in trading forward
contracts on foreign currencies.  The markets for some world
currencies have low trading volume and are illiquid, which may
prevent the Partnership from trading in potentially profitable
markets or prevent the Partnership from promptly liquidating
unfavorable positions in such markets, subjecting it to
substantial losses.  Either of these market conditions could
result in restrictions on redemptions.  For the periods covered by
this report, illiquidity has not materially affected the
Partnership?s assets.

There are no known material trends, demands, commitments, events,
or uncertainties at the present time that are reasonably likely to
result in the Partnership?s liquidity increasing or decreasing in
any material way.

Capital Resources.  The Partnership does not have, nor does it
expect to have, any capital assets.  Redemptions, exchanges, and
sales of Units 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 inflows and outflows of Units.

<page> There are no known material trends, favorable or
unfavorable, that would affect, nor any expected material changes
to, the Partnership?s capital resource arrangements at the present
time.

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

Results of Operations
General.  The Partnership?s results depend on the Trading Advisor
and the ability of the Trading Advisor?s trading program to take
advantage of price movements in the futures, forward, and options
markets.  The following presents a summary of the Partnership's
operations for the three and nine month periods ended September
30, 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
<page> 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 15 of this report are prepared in
accordance with accounting principles generally accepted in the
United States of America, which require the use of certain
accounting policies that affect the amounts reported in these
Financial Statements, including the following:  The contracts the
Partnership trades are accounted for on a trade-date basis and
marked to market on a daily basis.  The difference between their
cost and market value is recorded on the 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, 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 Nine Months Ended September 30, 2008
The Partnership recorded total trading results including interest
income totaling $(9,056,856) and expenses totaling $2,541,018,
resulting in a net loss of $11,597,874 for the three months ended
September 30, 2008.  The Partnership?s net asset value per Unit
decreased from $12.87 at June 30, 2008, to $11.73 at September
30, 2008.

The most significant trading losses of approximately 4.6% were
incurred within the energy markets throughout the majority of the
quarter from long futures positions in crude oil and its related
products as prices reversed lower amid signs that the U.S.
economic slump might extend into 2009 and curb future energy
demand.  Meanwhile, long positions in natural gas futures
resulted in losses as prices sharply decreased in July amid
rising inventories and news that the Atlantic hurricane season's
first storm had avoided the gas-producing fields in the Gulf of
Mexico.  Within the agricultural sector, losses of approximately
3.2% were recorded throughout most of the quarter from long
futures positions in the soybean complex and corn as prices
declined on news that favorable weather might improve crop
conditions in the U.S. Midwest.  Prices also moved lower amid
speculation that a slowing U.S. economy would reduce demand for
<page> alternative biofuels.  Elsewhere, long positions in cocoa
futures resulted in additional losses during July as prices
decreased following news of a rise in exports from the Ivory
Coast, the world?s largest cocoa producer.  Within the currency
sector, losses of approximately 3.0% were experienced, primarily
during August and September, from long positions in the euro,
Australian dollar, and Swiss franc versus the U.S. dollar as the
value of the U.S. dollar reversed higher against most of its
rivals.  Such losses were recorded during August after the U.S.
Commerce Department reported a larger-than-previously-estimated
increase in Gross Domestic Product during the second quarter.
The U.S. dollar then moved sharply higher against these
currencies during September in tandem with surging U.S. Treasury
prices amid a worldwide ?flight-to-quality? due to fears of an
intense credit crunch and subsequent global recession.
Meanwhile, losses were incurred from long positions in the euro
versus the Japanese yen as the value of the euro decreased
relative to the Japanese yen in August after the European Central
Bank left its benchmark interest rate unchanged.  Additional
losses of approximately 1.0% were recorded within the metals
markets, primarily during July and August, from long futures
positions in gold and silver as prices dropped due to a rise in
the value of the U.S. dollar.  Smaller losses were experienced
from long positions in copper and aluminum futures as prices
declined during July and August on concerns that turmoil in the
financial markets would further weaken the global economy and
<page> erode demand for base metals.  A portion of the
Partnership?s losses for the quarter was offset by gains of
approximately 3.0% recorded within the global stock index sector,
primarily during September, from short positions in U.S.,
European, and Pacific Rim equity index futures as equity prices
moved sharply lower amid unprecedented U.S. financial market
turmoil following news of the collapse of a major U.S. investment
bank and the government rescue of a U.S. insurance giant.
Furthermore, global equity markets plunged after the U.S. House
of Representatives rejected the Economic Stabilization Act of
2008, which would have allowed the U.S. Treasury to purchase
troubled mortgage-backed securities from U.S. financial
institutions.  Additional gains of approximately 1.5% were
experienced within the global interest rate sector, primarily
during August and September, from long positions in U.S.,
Australian, Japanese, and German fixed-income futures as prices
increased amid a worldwide ?flight-to-quality? due to the
aforementioned drop in the global equity markets and worries
regarding the fundamental health of the U.S. financial system.

The Partnership recorded total trading results including interest
income totaling $11,194,164 and expenses totaling $9,458,658,
resulting in net income of $1,735,506 for the nine months ended
September 30, 2008.  The Partnership?s net asset value per Unit
increased from $11.27 at December 31, 2007, to $11.73 at
September 30, 2008.
<page>
The most significant trading gains of approximately 4.3% were
recorded within the global interest rate sector, primarily during
January, February, August, and September, from long positions in
U.S., European, and Australian fixed-income futures as prices
increased in a worldwide ?flight-to-quality? due to a decline in
the global equity markets throughout most of the year.
Additionally, U.S. fixed-income futures prices moved higher as
the U.S. Federal Reserve cut interest rates by 200 basis points
throughout the first quarter and the U.S. government reports
showed a rise in unemployment and slower-than-expected Gross
Domestic Product growth during the fourth quarter of 2007.
Within the global stock index sector, gains of approximately 2.9%
were experienced from short positions in U.S., European, and
Pacific Rim equity index futures as equity prices decreased
during February, March, and June on concerns that a persistent
U.S. housing slump, mounting losses linked to U.S. sub-prime
mortgage investments, rising commodity prices, and a weakening
job market would restrain consumer spending, erode corporate
earnings, and curb global economic growth.  Additional gains were
experienced in September from short positions in global stock
index futures as prices dropped sharply amid unprecedented U.S.
financial market turmoil.  Furthermore, global equity markets
plunged after the U.S. House of Representatives rejected the
Economic Stabilization Act of 2008, which would have allowed the
U.S. Treasury to purchase troubled mortgage-backed securities
<page> from U.S. financial institutions.  Within the energy
markets, gains of approximately 1.8% were recorded, primarily
during the first and second quarters from long futures positions
in crude oil and its related products as prices moved higher due
to speculation that OPEC would cut production, ongoing
geopolitical concerns in the Middle East, growing Asian fuel
consumption, and strong demand for physical commodities as an
inflation hedge.  Prices were also pressured higher during the
second quarter amid news of declining production in Western
Canada, a continued decline in U.S. inventories, and forecasts
for an active hurricane season in the Atlantic.  Within the
agricultural sector, gains of approximately 1.2% were
experienced, primarily during January, February, and June, from
long futures positions in corn, soybean oil, and soybeans as
prices increased amid news that global production might drop,
rising energy prices might boost demand for alternative biofuels,
and as severe floods in the U.S. Midwest had damaged crops.
Elsewhere, long positions in cocoa futures resulted in gains as
prices rose in June on speculation that crops in the Ivory Coast,
the world?s largest producer, were developing more slowly than
anticipated.  Additional gains of approximately 0.8% were
recorded within the currency sector, primarily during January,
February, March, and June, from long positions in the euro,
Australian dollar, and Swiss franc as the value of the U.S.
dollar moved lower against these currencies during the first half
of the year amid concerns of a slowing U.S. economy.  Further
<page> gains of approximately 0.7% were experienced within the
metals markets from short positions in nickel and zinc futures as
prices declined during the third quarter on concerns that slowing
economic growth would erode demand for base metals.  Smaller
gains were recorded primarily during January, February, and June
from long futures positions in gold as prices rose due to a sharp
drop in the value of the U.S. dollar.

For the Three and Nine Months Ended September 30, 2007
The Partnership recorded total trading results including interest
income totaling $3,985,188 and expenses totaling $1,377,060,
resulting in net income of $2,608,128 for the three months ended
September 30, 2007.  The Partnership?s net asset value per Unit
increased from $10.52 at June 30, 2007, to $10.89 at September
30, 2007.

The most significant trading gains of approximately 2.6% were
recorded in the agricultural markets, primarily during August and
September, from long positions in wheat futures as prices rose
sharply to record highs amid persistently strong international
demand and fears of a shortage in supply.  Elsewhere in the
agricultural complex, long futures positions in the soybean
complex resulted in gains as prices increased during September
2007 on concern that hot, dry weather in U.S. growing regions
might have damaged crops.  Additional gains of approximately 1.4%
were experienced within the global interest rate sector, <page>
primarily during August, from long positions in U.S. and Japanese
fixed-income futures as prices moved sharply higher in a
worldwide ?flight-to-quality? after the significant decline in
the global equity markets resulted in substantially higher demand
for the ?safe haven? of government bonds.  Within the currency
sector, gains of approximately 0.7% were recorded primarily
during September from long positions in the euro, Canadian
dollar, and British pound versus the U.S. dollar as the value of
the U.S. dollar declined relative to its major rivals following
news that the U.S. Federal Reserve cut interest rates at its
September 18, 2007, meeting, thereby making the U.S. currency
less attractive to investors.  Furthermore, the value of the U.S.
dollar moved lower amid growing sentiment that the U.S. Federal
Reserve would cut borrowing costs a second time this year.
Finally, the value of the Canadian dollar moved higher against
the U.S. dollar in tandem with rising energy prices after this
?petrol-currency? increased sharply on investor belief that
surging oil prices and exports would expand the Canadian economy.
Consequently, the Canadian dollar reached the highest level since
1976.  Additional gains of approximately 0.7% were experienced
within the energy markets from long futures positions in crude
oil and its related products as prices increased in September
amid speculation that supplies of European North Sea oil might be
dwindling, news that hurricane activity in the Gulf of Mexico
threatened production facilities, and fears that additional
<page> supplies from OPEC members would arrive too late for peak
demand in the winter.  A portion of the Partnership?s overall
gains for the quarter was offset by losses of approximately 1.2%
in the global stock index sector, primarily during July and
August, from long positions in U.S., European, and Japanese
equity index futures as prices reversed lower on persistent
concerns that a collapsing U.S. sub-prime mortgage market and
decreasing U.S. real estate prices would pull the global economy
into a recession.  Furthermore, global equity index futures
prices fell after news that China and India had increased their
bank reserve requirements, which added to worries about global
cash liquidity declining in the near future.

The Partnership recorded total trading results including interest
income totaling $9,007,866 and expenses totaling $3,977,367,
resulting in net income of $5,030,499 for the nine months ended
September 30, 2007.  The Partnership?s net asset value per Unit
increased from $10.21 at December 31, 2006, to $10.89 at
September 30, 2007.

The most significant trading gains of approximately 4.2% were
recorded in the currency markets, primarily during April and
June, from long positions in the euro, Australian dollar, and
Canadian dollar versus the U.S. dollar as the value of the U.S.
dollar weakened against these currencies on news that foreign
<page> investment in U.S. securities had fallen more-than-
expected in February and U.S. industrial production had declined
in March.  Additional gains were recorded during September 2007,
from short U.S. dollar positions against the aforementioned
currencies as the value of the U.S. dollar declined relative to
its major rivals following news that the U.S. Federal Reserve cut
interest rates at its September 18, 2007, meeting, thereby making
the U.S. currency less attractive to investors.  Furthermore, the
value of the U.S. dollar moved lower amid growing sentiment that
the U.S. Federal Reserve would cut borrowing costs a second time
this year.  Additional gains of approximately 2.5% were
experienced in the agricultural markets, primarily during May,
August, and September, from long positions in wheat futures as
prices rose sharply to record highs amid persistently strong
international demand and fears of a shortage in supply.
Elsewhere, long futures positions in the soybean complex resulted
in gains, primarily during May and September, as prices increased
due to lower production, increased demand, and concern that hot,
dry weather in U.S. growing regions might have damaged crops.
Within the global stock index sector, gains of approximately 1.9%
were recorded from long positions in U.S. and European equity
index futures as prices increased in January after U.S. consumer
confidence rose to the highest since 2004 and news that German
business confidence rose to a record in January. Additional gains
were experienced in April and May as prices moved higher amid
<page> strong corporate earnings, increased merger and
acquisition activity, and strong economic data in the Euro-Zone
and United States.  Additional gains of approximately 1.1% were
recorded within the global interest rate sector during January,
April, May, and June from short positions in European and U.S.
fixed- income futures as prices trended lower after strength in
the equity markets and solid economic data out of the United
States, the Euro-Zone, and the United Kingdom led investors to
conclude that the U.S. Federal Reserve, the European Central
Bank, and the Bank of England might continue raising interest
rates in order to combat inflation.  Further gains were
experienced in August from newly established long positions in
U.S. and European interest rate futures as prices increased in a
continuation of a worldwide ?flight-to-quality? after volatility
in global equity markets resulted in strong demand for the
relative safety of government debt.  Smaller gains of
approximately 0.9% were recorded within the energy markets,
primarily during September, from long futures positions in gas
oil and crude oil as prices rose after hurricane activity in the
Gulf of Mexico threatened production facilities and concerns
developed that additional supplies from OPEC members would arrive
too late for peak demand in the winter.  A portion of the
Partnership?s gains for the first nine months of 2007 was offset
by losses of approximately 0.4% incurred within the metals
sector, primarily during January, May, and June, from long <page>
positions in zinc, copper, and aluminum futures as prices
declined following news that China might raise export taxes for
base metals and amid speculation that rising production and
inventories would create a global surplus.  Further losses were
recorded during August from long positions in copper and aluminum
as prices moved lower on concern that losses in the global
financial markets would reduce demand for raw materials.




Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Introduction
The Partnership is a commodity pool engaged primarily in the
speculative trading of futures, forwards, and options. The market-
sensitive instruments held by the Partnership are acquired for
speculative trading purposes only and, as a result, all or
substantially all of the Partnership?s assets are at risk of
trading loss.  Unlike an operating company, the risk of market-
sensitive instruments is inherent to the primary business activity
of the Partnership.

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

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

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

<page> The Partnership?s past performance is no guarantee of its
future results.  Any attempt to numerically quantify the
Partnership?s market risk is limited by the uncertainty of its
speculative trading.  The Partnership?s speculative trading and
use of leverage may cause future losses and volatility (i.e.,
?risk of ruin?) that far exceed the Partnership?s experience to
date under the ?Partnership?s Value at Risk in Different Market
Sectors? section and significantly exceed the Value at Risk
(?VaR?)  tables disclosed.

Limited partners will not be liable for losses exceeding the
current net asset value of their investment.

Quantifying the Partnership?s Trading Value at Risk
The following quantitative disclosures regarding the 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
<page> the Partnership?s open positions is directly reflected in
the Partnership?s earnings and cash flow.

The Partnership?s risk exposure in the market sectors traded by
the Trading Advisor is estimated below in terms of VaR. The
Partnership estimates VaR using a model based upon historical
simulation (with a confidence level of 99%) which involves
constructing a distribution of hypothetical daily changes in the
value of a trading portfolio.  The VaR model takes into account
linear exposures to 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
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
<page> 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 September 30, 2008 and 2007.
At September 30, 2008 and 2007, the Partnership?s total
capitalization was approximately $127 million and $74 million,
respectively.

<page>
Primary Market        September 30, 2008       September 30, 2007
Risk Category	  	     Value at Risk   	     Value at Risk


Interest Rate               	(0.37)	%                 (1.04)%
Equity	(0.34)	(0.37)
Currency	(0.15)	                  (1.08)
Commodity	                     (0.15)            	      (0.86)
Aggregate Value at Risk	       (0.63)%                 (2.32)%


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

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

The table below supplements the quarter-end VaR set forth above
by presenting the Partnership?s high, low, and average VaR, as a
<page> percentage of total Net Assets for the four quarter-end
reporting periods from October 1, 2007, through September 30,
2008.
Primary Market Risk Category        High        Low      Average
Interest Rate	(0.60)%	(0.20)%	(0.38)%

Equity 	(0.53)	(0.10)	(0.36)

Currency	(0.84)	(0.15)	(0.45)

Commodity	(0.82)	(0.15)	(0.64)

Aggregate Value at Risk	(1.82)%	(0.63)%	(1.15)%

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

<page>
*	VaR using a one-day time horizon does not fully capture the
market risk of positions that cannot be liquidated or hedged
within one day; and
*	the historical market risk factor data used for VaR estimation
may provide only limited insight into losses that could be
incurred under certain unusual market movements.

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

The VaR tables provided present the results of the Partnership?s
VaR for each of the Partnership?s market risk exposures and on an
aggregate basis at September 30, 2008 and 2007, and for the four
quarter-end reporting periods from October 1, 2007, through
September 30, 2008. VaR is not necessarily representative of the
Partnership?s historic risk, nor should it be used to predict the
Partnership?s future financial performance or its ability to
manage or monitor risk.  There can be no assurance that the
Partnership?s actual losses on a particular day will not exceed
the VaR amounts indicated above or that such losses will not occur
more than once in 100 trading days.



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

The Partnership also maintains a substantial portion of its
available assets in cash at MS&Co.; as of September 30, 2008, such
amount was equal to approximately 95% of the Partnership?s net
asset value.  A decline in short-term interest rates would result
in a decline in the Partnership?s cash management income. This
cash flow risk is not considered to be material.

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

Qualitative Disclosures Regarding Primary Trading Risk Exposures
The following qualitative disclosures regarding the Partnership?s
market risk exposures - except for (A) those disclosures that are
statements of historical fact and (B) the descriptions of how the
Partnership manages its primary market risk exposures - constitute
forward-looking statements within the meaning of Section 27A of
the Securities Act and Section 21E of the Securities Exchange Act.
<page> 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 September 30, 2008, by market sector.  It may be
anticipated, however, that these market exposures will vary
materially over time.

Interest Rate.  The largest market exposure of the Partnership at
September 30, 2008, was to the global interest rate sector.
Exposure was primarily spread across the European, U.S.,
Australian, and Japanese interest rate sectors.  Interest rate
movements directly affect the price of the sovereign bond futures
positions held by the Partnership and indirectly affect the value
<page> 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.,
the United Kingdom, 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.

Equity.  The second largest market exposure of the Partnership at
September 30, 2008, was to the global stock index sector,
primarily to equity price risk in the G-7 countries.  The stock
index futures traded by the Partnership are by law limited to
futures on broadly-based indices.  At September 30, 2008, the
Partnership?s primary market exposures were to the Euro Stox 50
(Europe), S&P 500 (U.S.), NIKKEI 225 (Japan), DAX (Germany), FTSE
100 (United Kingdom), CAC 40 (France), SPI 200 (Australia),
NASDAQ 100 (U.S.), Dow Jones (U.S.), Hang Seng (Hong Kong), H-
Shares (Hong Kong), Taiwan (Taiwan), IBEX 35 (Spain), and S&P
<page> MIDCAP (U.S.) stock indices. The Partnership is typically
exposed to the risk of adverse price trends or static markets in
the U.S., European, and Pacific Rim stock indices. Static markets
would not cause major market changes, but would make it difficult
for the Partnership to avoid trendless price movements, resulting
in numerous small losses.

Currency.  At September 30, 2008, 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
currencies other than the U.S. dollar.  At September 30, 2008,
the Partnership?s major exposures were to the euro, Japanese yen,
British pound, Australian dollar, and Canadian dollar 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.


<page>
Commodity.
Soft Commodities and Agriculturals.  The third largest
market exposure of the Partnership at September 30, 2008,
was to the markets that comprise these sectors.  Most of the
exposure was to the live cattle, cotton, corn, wheat, cocoa,
soybeans, lean hogs, soybean meal, and sugar markets.
Supply and demand inequalities, severe weather disruptions,
and market expectations affect price movements in these
markets.

Energy.  At September 30, 2008, the Partnership had market
exposure to the energy sector.  The Partnership?s energy
exposure was shared primarily by futures contracts in crude
oil and its related products, as well as 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 September 30, 2008, the Partnership had market
exposure to the metals sector.  The Partnership's metals
<page> exposure was to fluctuations in the price of base
metals, such as aluminum, nickel, copper, and zinc, as well
as precious metals, such as silver.  Economic forces, supply
and demand inequalities, geopolitical factors, and market
expectations influence price movements in these markets.
The Trading Advisor utilizes its trading systems to take
positions when market opportunities develop, and Demeter
anticipates that the Trading Advisor 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 September 30, 2008:

Foreign Currency Balances. The Partnership?s primary foreign
currency balances at September 30, 2008, were in euros,
Australian dollars, British pounds, Canadian dollars, Hong
Kong dollars, Hungarian forint, Czech koruny, Japanese yen,
Swiss francs, and New Zealand dollars.  The Partnership
controls the non-trading risk of foreign currency balances
by regularly converting them back into U.S. dollars upon
liquidation of their respective positions.

Qualitative Disclosures Regarding Means of Managing Risk Exposure
The Partnership and the Trading Advisor, separately, attempt to
manage the risk of the Partnership?s open positions in essentially
the same manner in all market categories traded.  Demeter attempts
<page> to manage market exposure by diversifying the Partnership?s
assets among different market sectors through the selection of a
Commodity Trading Advisor and by daily monitoring its performance.
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
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.
<page>
Item 4T.	CONTROLS AND PROCEDURES
Not applicable.

<page> 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, 2007, and the Partnership?s
Reports on Form 10-Q for the quarters ended March 31, 2008 and
June 30, 2008.
<table> <caption>
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
	   PROCEEDS
					 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 9/30/08	   20,263,008.104
Units unsold through 9/30/08       736,991.896

</table>
The managing underwriter for the Partnership is MS&Co.

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 September 30, 2008,
was $217,791,373.

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

Item 5.  OTHER INFORMATION
After the month end close for November 30, 2008, Demeter will no
longer offer Units via subscriptions or exchanges into the
Partnership.  If there are not sufficient Units of the
Partnership available for sale through November 30, 2008, to
satisfy all subscription and exchange requests, subscription and
exchange requests for the Partnership will be handled in the
order in which they are received, with Demeter reserving the
right to handle special situations in its sole discretion.


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.

<page>
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 WCM L.P.
                     (Registrant)

                     By: Demeter Management Corporation
                         (General Partner)

November 14, 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.