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, 2004 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
825 Third Avenue, 9th Floor
New York, NY						 		    10022
(Address of principal executive offices)	  	      (Zip Code)

Registrant's telephone number, including area code (212) 310-6444





(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 an accelerated
filer (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, 2004

<caption>

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

				 <c>
		Statements of Financial Condition as of June 30, 2004
		(Unaudited) and December 31, 2003...........................2

		Statements of Operations for the Quarters Ended
		June 30, 2004 and 2003 (Unaudited)..........................3

		Statements of Operations for the Six Months
	  Ended June 30, 2004 and 2003 (Unaudited).......... .........4

		Statements of Changes in Partners' Capital for the
	  Six Months Ended June 30, 2004 and 2003 (Unaudited).........5

		Statements of Cash Flows for the Six Months Ended
		June 30, 2004 and 2003 (Unaudited)..........................6

		Notes to Financial Statements (Unaudited)................7-11

Item 2. Management's Discussion and Analysis of
		   Financial Condition and Results of Operations........12-22

Item 3. Quantitative and Qualitative Disclosures about
		   Market Risk.........................................23-35

Item 4. Controls and Procedures................................36


PART II. OTHER INFORMATION

Item 2. Changes in Securities and Use of Proceeds............37-38

Item 5. Other Information....................................38-40

Item 6. Exhibits and Reports on Form 8-K.....................41-43
</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,
				       2004       	       2003
				$	$
				(Unaudited)
ASSETS

			<c>	<c>
Equity in futures interests trading accounts:
	Cash		57,398,392	59,756,846

	Net unrealized gain on open contracts (MS&Co.)	     717,124	    4,376,376

		Total Trading Equity	58,115,516	64,133,222

Subscriptions receivable	1,162,838	2,719,812
Interest receivable (Morgan Stanley DW)	       48,589	          45,599

		Total Assets	  59,326,943	   66,898,633

LIABILITIES AND PARTNERS' CAPITAL

Liabilities

Redemptions payable	2,477,295	1,601,321
Accrued brokerage fees (Morgan Stanley DW)	315,563	319,177
Accrued management fees	      100,980	         102,137

		Total Liabilities	   2,893,838	       2,022,635

Partners' Capital

Limited Partners (5,878,962.077 and
	5,778,353.071 Units, respectively)	55,795,372	64,188,800
General Partner (67,195.701 and
	61,862.368 Units, respectively)	       637,733	         687,198

		Total Partners' Capital	   56,433,105	    64,875,998

		Total Liabilities and Partners' Capital	   59,326,943	    66,898,633


NET ASSET VALUE PER UNIT	             9.49	             11.11

<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 Quarters Ended June 30,

				       2004       	       2003
				$	$

REVENUES

			<c>	<c>
	Trading profit (loss):
		Realized	(8,705,929)	471,716
		Net change in unrealized	   (2,296,829)	     3,361,425

			Total Trading Results 	(11,002,758)	3,833,141

	Interest income (Morgan Stanley DW)	       154,299	         158,460

			Total	   (10,848,459)	      3,991,601


EXPENSES

	Brokerage fees (Morgan Stanley DW)	1,027,159	885,133
	Management fees	        328,691	         262,263

			Total	      1,355,850	       1,147,396


NET INCOME (LOSS)	     (12,204,309)	         2,844,205


NET INCOME (LOSS) ALLOCATION

	Limited Partners	(12,072,766)	2,813,914
	General Partner	(131,543)	30,291


NET INCOME (LOSS) PER UNIT

	Limited Partners	(1.96)	0.66
	General Partner	(1.96)	0.66


<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 Six Months Ended June 30,

				       2004       	       2003
				$	$

REVENUES

			<c>	<c>
	Trading profit (loss):
		Realized	(4,077,667)	7,038,849
		Net change in unrealized	    (3,659,252)	     (2,427,020)

			Total Trading Results 	(7,736,919)	4,611,829

	Interest income (Morgan Stanley DW)	       306,227	         332,236

			Total	    (7,430,692)	      4,944,065


EXPENSES

	Brokerage fees (Morgan Stanley DW)	2,102,349	1,702,641
	Management fees	672,751	504,488
	Incentive fee	          -  	         476,219

			Total	   2,775,100	       2,683,348


NET INCOME (LOSS)	    (10,205,792)	         2,260,717


NET INCOME (LOSS) ALLOCATION

	Limited Partners	(10,096,327)	2,234,995
	General Partner	(109,465)	25,722


NET INCOME (LOSS) PER UNIT

	Limited Partners	(1.62)	0.59
	General Partner	(1.62)	0.59


<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, 2004 and 2003
	(Unaudited)

<caption>





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

			<c>	<c>	<c>	<c>
Partners' Capital,
	December 31, 2002	3,959,184.005	43,800,015	479,826	44,279,841

Offering of Units	1,327,871.776	15,547,182	110,000	15,657,182

Net Income	-	2,234,995	25,722	2,260,717

Redemptions                                                 (311,253.964)	   (3,620,884)                 -  	  (3,620,884)

Partners' Capital,
	June 30, 2003                                        4,975,801.817	  57,961,308	     615,548	 58,576,856




Partners' Capital,
	December 31, 2003	5,840,215.439	64,188,800	687,198	64,875,998

Offering of Units	1,405,239.511	15,225,907	60,000	15,285,907

Net Loss		-	(10,096,327)	(109,465)	(10,205,792)

Redemptions                                             (1,299,297.172)	   (13,523,008)                 -  	  (13,523,008)

Partners' Capital,
	June 30, 2004                                       5,946,157.778		  55,795,372	     637,733	 56,433,105






<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,

				       2004      	       2003
				$	$

CASH FLOWS FROM OPERATING ACTIVITIES

			<c>	<c>
Net income (loss)	(10,205,792)	2,260,717
Noncash item included in net income (loss):
	Net change in unrealized	3,659,252	2,427,020

Increase in operating assets:
	Interest receivable (Morgan Stanley DW)	(2,990)	(1,129)

Increase (decrease) in operating liabilities:
	Accrued brokerage fees (Morgan Stanley DW)	(3,614)	104,608
	Accrued management fees	       (1,157)       	             30,996

Net cash provided by (used for) operating activities	   (6,554,301)	   4,822,212


CASH FLOWS FROM FINANCING ACTIVITIES

Offering of Units	15,285,907	15,657,182
(Increase) decrease in subscriptions receivable	1,556,974	(2,297,796)
Increase in redemptions payable	875,974	123,111
Redemptions of Units	    (13,523,008)	  (3,620,884)

Net cash provided by financing activities	       4,195,847	   9,861,613

Net increase (decrease) in cash	(2,358,454)	14,683,825

Balance at beginning of period	      59,756,846	 40,616,156

Balance at end of period	      57,398,392	 55,299,981


<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, 2004

(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, 2003 Annual Report
on Form 10-K.

1.  Organization
Morgan Stanley Charter Millburn L.P. is a Delaware limited
partnership organized 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 Stanley Charter series of
funds, comprised of the Partnership, Morgan Stanley Charter
Campbell L.P., Morgan Stanley Charter Graham L.P., and Morgan
Stanley Charter MSFCM L.P.

The Partnership's general partner is Demeter Management
Corporation ("Demeter").  The non-clearing commodity broker is
<page> MORGAN STANLEY CHARTER MILLBURN L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
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.  Morgan Stanley DW pays
interest on these funds based on a rate equal to that earned by
Morgan Stanley DW on its U.S. Treasury bill investments.  In
addition, Morgan Stanley DW pays interest 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 agricultural
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
<page> MORGAN STANLEY CHARTER MILLBURN L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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 contracts is based on closing prices quoted by
the exchange, bank or clearing firm through which the contracts
are traded.

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

1)	One or more underlying notional amounts or payment
provisions;
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 MILLBURN L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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

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

Jun. 30, 2004	927,452	(210,328)	717,124	Dec. 2004	Sep. 2004
Dec. 31, 2003	2,040,760	2,335,616	4,376,376	Jun. 2004	Mar. 2004

The Partnership has credit risk associated with counterparty non-
performance.  The credit risk associated with the instruments in
which the Partnership is involved 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
<page> MORGAN STANLEY CHARTER MILLBURN L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
in value settled on a daily basis.  Morgan Stanley DW, MS & Co.
and MSIL, each as a futures commission merchant for the
Partnership's exchange-traded futures, forward, and futures-
styled options contracts, are required, pursuant to regulations
of the Commodity Futures Trading Commission ("CFTC"), to
segregate from 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 $58,325,844 and
$61,797,606 at June 30, 2004 and December 31, 2003, respectively.
With respect to the Partnership's off-exchange-traded forward
currency contracts, there are no daily exchange-required
settlements of variations in value nor is there any requirement
that an amount equal to the net unrealized gains (losses) on open
forward contracts be segregated, however, MS & Co. and Morgan
Stanley DW will make daily settlements of losses as needed.  With
respect to those off-exchange-traded forward currency contracts,
the Partnership is at risk to the ability of MS & Co., the sole
counterparty on all such contracts, to perform.  The Partnership
has a netting agreement with MS & Co.  This agreement, which
seeks to reduce both the Partnership's and MS & Co.'s exposure on
off-exchange-traded forward currency contracts, should materially

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

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, which 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>
<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 will result in, or 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 expect to
have, any capital assets.  Redemptions, exchanges and sales of
additional units of limited partnership interest ("Unit(s)") in
the future will affect the amount of funds available for
investment in futures, forwards and options in subsequent periods.
<page> It is not possible to estimate the amount, and therefore
the impact, of future redemptions 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, 2004
and 2003, 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 11 of this report were 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, and 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, New York City time, on
a given day. Interest income revenue, as well as management fees,
incentive fees and brokerage fees expenses of the Partnership are
recorded on an accrual basis.

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

For the Quarter and Six Months Ended June 30, 2004
The Partnership recorded losses net of interest income totaling
$10,848,459 and expenses totaling $1,355,850, resulting in a net
loss of $12,204,309 for the quarter ended June 30, 2004. The
Partnership's net asset value per Unit decreased from $11.45
at March 31, 2004 to $9.49 at June 30, 2004.

The most significant trading losses of approximately 6.0% were
generated in the global interest rate futures markets primarily
during April from long European and U.S. interest rate futures
positions as prices tumbled following the release of stronger
than expected U.S. jobs data.  During May, newly established
short positions in European interest rate futures experienced
losses when prices moved higher due to geopolitical concerns,
expanding energy prices and weaker than expected economic data.
Additional losses were incurred during June from long positions
in Japanese interest rate futures as prices decreased early in
the month amid anticipation that the Bank of Japan would raise
interest rates.  Later in the month, losses were recorded from
newly established short positions as prices rose following the
Japanese Central Bank's decision to leave their interest rate
<page> policy unchanged. In the currency markets, losses of
approximately 5.1% were incurred from both long and short
positions in the Japanese yen relative to the dollar as the value
of the yen experienced significant short-term price volatility
due to conflicting economic data regarding a Japanese economic
recovery, uncertainty regarding a currency market intervention by
the Bank of Japan, geopolitical concerns stemming from terror
warnings and instability in Iraq, and uncertainty regarding the
direction of U.S. and Japanese interest rates.  Losses were also
recorded from positions in the Singapore dollar against the U.S.
dollar as the value of the Singapore dollar experienced
significant "whipsawing" throughout the quarter in tandem with
the Japanese yen.  Elsewhere in the currency markets, losses were
experienced in the Korean won against the U.S. dollar as the
value of the won also moved without consistent direction
throughout the quarter.  Within the global stock index markets,
losses of approximately 3.4% were incurred during April and May
from long positions in European and Pacific Rim equity index
futures as prices drifted lower amid the continuing difficulties
in Iraq, fears of global terrorism and concerns of higher
interest rates.  Smaller losses of approximately 1.7% were
experienced in the metals markets, primarily during April from
long futures positions in gold as precious metals prices weakened
due to the strength in the U.S. dollar.  A portion of the
Partnership's overall losses was offset by gains of approximately
0.7% in the energy markets, primarily during May, from long
<page> futures positions in unleaded gasoline as prices increased
sharply amid fears of potential terrorist attacks against Saudi
Arabian oil facilities and disruptions in Iraqi oil production
and distribution.

The Partnership recorded losses net of interest income totaling
$7,430,692 and expenses totaling $2,775,100, resulting in a net
loss of $10,205,792 for the six months ended June 30, 2004.  The
Partnership's net asset value per Unit decreased from $11.11 at
December 31, 2003 to $9.49 at June 30, 2004.

The most significant trading losses of approximately 11.8% were
experienced in the currency markets from positions in the
Japanese yen versus the U.S. dollar. These losses were
experienced throughout the year from both long and short
positions in the Japanese yen relative to the U.S dollar as the
value of the yen experienced significant short-term price
volatility due to conflicting economic data regarding a Japanese
economic recovery, uncertainty regarding a currency market
intervention by the Bank of Japan, geopolitical concerns stemming
from terror warnings and instability in Iraq, and uncertainty
regarding the direction of U.S. and Japanese interest rates.
Losses were also recorded from positions in the Singapore dollar
against the U.S. dollar as the value of the Singapore dollar
experienced significant "whipsawing" throughout the year in
tandem with the Japanese yen.  Elsewhere in the currency markets,
<page> losses were experienced in the Korean won against the U.S.
dollar as the value of the won also moved without consistent
direction throughout most of the year.  Smaller losses were
recorded from positions in euro and Czech koruna versus the U.S.
dollar, primarily during the first quarter as the value of these
currencies also moved in a trendless pattern.  Within the global
stock index markets, losses of approximately 2.2% were incurred
during April and May from long positions in European equity index
futures as prices drifted lower amid the continuing difficulties
in Iraq, fears of global terrorism and concerns of higher
interest rates.  Within the metals markets, losses of
approximately 1.0% were generated during April from long futures
positions in gold as precious metals prices weakened due to the
strength in the U.S. dollar.  A portion of the Partnership's
overall losses was offset by gains of approximately 1.6% in the
energy markets during February and May from long positions in
unleaded gasoline and crude oil futures as prices trended higher
amid fears of potential terrorist attacks against Saudi Arabian
oil facilities and disruptions in Iraqi oil production, falling
inventory levels, and uncertainty regarding production levels
from OPEC.  Additional gains of approximately 1.2% were generated
in the global interest rate futures markets, primarily during
February and March from long positions in U.S. interest rate
futures as prices trended higher on speculation about European
and U.S. interest rate policy, uncertainty in global equity
<page> markets, and safe-haven buying following a major terrorist
attack in Madrid.

For the Quarter and Six Months Ended June 30, 2003
The Partnership recorded revenues including interest income
totaling $3,991,601 and expenses totaling $1,147,396, resulting in
net income of $2,844,205 for the quarter ended June 30, 2003.  The
Partnership's net asset value per Unit increased from $11.11 at
March 31, 2003 to $11.77 at June 30, 2003.

The most significant trading gains of approximately 6.6% were
recorded in the global interest rate markets from long positions
in Japanese, European, and U.S. interest rate futures as prices
trended higher amid speculation of an interest rate cut by the
U.S. Federal Reserve and lingering doubts concerning a global
economic recovery.  Additional gains of approximately 3.5% were
established in the currency markets from long positions in the
euro versus the U.S. dollar as the value of the euro rose to an
all time high following the decision by the European Central Bank
to leave interest rates unchanged.  A portion of the Partnership's
overall gains for the quarter was offset by losses of
approximately 1.7% recorded in the energy markets from long
positions in natural gas futures as prices reversed sharply lower
during June following news of larger than expected U.S. reserves.
Additional losses of approximately 1.2% in the agricultural
markets were incurred from positions in corn futures as prices
<page> moved without consistent direction amid weather related
concerns throughout the U.S. midwest.

The Partnership recorded revenues including interest income
totaling $4,944,065 and expenses totaling $2,683,348, resulting in
net income of $2,260,717 for the six months ended June 30, 2003.
The Partnership's net asset value per Unit increased from $11.18
at December 31, 2002 to $11.77 at June 30, 2003.

The most significant trading gains of approximately 9.2% in the
global interest rate markets were produced from long positions in
German and U.S. interest rate futures as prices moved higher
during February as investors continued to seek the "safe haven" of
fixed income investments in response to prolonged uncertainty in
global equity markets.  During May, long positions in European,
U.S., and Japanese interest rate futures recorded gains as prices
trended higher amid speculation of an interest rate cut by the
Federal Reserve and lingering doubts concerning a global economic
recovery.  Additional gains of approximately 2.7% in the energy
markets resulted from long positions in natural gas futures as
prices jumped sharply higher during February amid fears that
extremely cold weather in the U.S. northeast and midwest could
further deplete already diminished supplies.  A portion of the
Partnership's overall gains was offset by losses of approximately
1.3% in the agricultural markets from positions in corn futures as
prices moved without consistent direction amid weather related
<page> concerns throughout the U.S. midwest.  Smaller losses of
approximately 0.4% were incurred in the currency markets primarily
during March from positions in the Japanese yen versus the U.S.
dollar as the Japanese currency initially reversed lower and then
moved without consistent direction in response to changing
perceptions regarding the progress of military action against
Iraq.


<page> Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK


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

The futures, forwards, and options traded by the Partnership
involve varying degrees of related market risk.  Market risk is
often dependent upon changes in the level or volatility of
interest rates, exchange rates, and prices of financial
instruments and commodities, factors that result in frequent
changes in the fair value of the Partnership's open positions,
and consequently in its earnings, whether realized or unrealized,
and cash flow.  Gains and losses on open positions of exchange-
traded futures, forwards and options are settled daily through
variation margin.  Gains/losses on off-exchange-traded forward
currency contracts are settled at the termination of the contract
or more frequently, as agreed upon with each counterparty.

<page> 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 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 may cause future
losses and volatility (i.e., "risk of ruin") that far exceed the
Partnership's experience to date or any reasonable expectations
based upon historical changes in market value.

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-
<page> looking statements for purposes of the safe harbor, except
for statements of historical fact.

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

The Partnership's risk exposure in the market sectors traded by
the Trading Advisor is estimated below in terms of Value at Risk
("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
<page> market data (1,000 observations) and revalues its
portfolio (using delta-gamma approximations) for each of the
historical market moves that occurred over this time period.
This generates a probability distribution of daily "simulated
profit and loss" outcomes.  The VaR is the appropriate percentile
of this distribution.  For example, the 99% one-day VaR would
represent the 10th worst outcome from Demeter's simulated profit
and loss series.

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

VaR models, including the Partnership's, are continually evolving
as trading portfolios become more diverse and modeling techniques
and systems capabilities improve.  Please note that the VaR model
is used to numerically quantify market risk for historic
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
<page> 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, 2004 and 2003. At June
30, 2004 and 2003, the Partnership's total capitalization was
approximately $56 million and $59 million, respectively.

Primary Market           June 30, 2004            June 30, 2003
Risk Category	  	     Value at Risk   	     Value at Risk

Currency 	(1.76)%	(1.29)%
Interest Rate	(0.96)	(1.18)
Equity	(0.95)	(0.64)
Commodity	(0.32)	(0.39)
Aggregate Value at Risk	(2.05)%	(1.87)%

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 <page>
positively or negatively materially impact market risk as
measured by VaR.

The table below supplements the quarter-end VaR set forth above
by presenting the Partnership's high, low and average VaR, as a
percentage of total net assets for the four quarter-end reporting
periods from July 1, 2003 through June 30, 2004.

Primary Market Risk Category        High      Low      Average
Currency	(2.74)%	(1.48)%	(2.10)%

Interest Rate	(2.16)	(0.78)	(1.37)

Equity	(1.14)	(0.76)	(0.90)

Commodity	(1.30)	(0.32)	(0.97)

Aggregate Value at Risk	(3.55)%	(2.05)%	(2.85)%


Limitations on Value at Risk as an Assessment of Market Risk
The face value of the market sector instruments held by the
Partnership is typically many times the applicable margin
requirements.  Margin requirements generally range between 2% and
15% of contract face value. Additionally, the use of leverage
causes the face value of the market sector instruments held by the
Partnership to typically be many times the total capitalization of
the Partnership.  The value of the Partnership's open positions
thus creates a "risk of ruin" not typically found in other
investments.  The relative size of the positions held may cause
<page> the Partnership to incur losses greatly in excess of VaR
within a short period of time, given the effects of the leverage
employed and market volatility.  The VaR tables above, as well as
the past performance of the Partnership, give no indication of
such "risk of ruin". In addition, VaR risk measures should be
viewed in light of the methodology's limitations, which include
the following:
?	past changes in market risk factors will not always result in
accurate predictions of the distributions and correlations of
future market movements;
?	changes in portfolio value caused by market movements may
differ from those of the VaR model;
?	VaR results reflect past market fluctuations applied to current
trading positions while future risk depends on future
positions;
?	VaR using a one-day time horizon does not fully capture the
market risk of positions that cannot be liquidated or hedged
within one day; and
?	the historical market risk factor data used for VaR estimation
may provide only limited insight into losses that could be
incurred under certain unusual market movements.

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, 2004 and 2003 and for the four
quarter-end reporting periods from July 1, 2003 through June 30,
<page> 2004.  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.


Non-Trading Risk
The Partnership has non-trading market risk on its foreign cash
balances not needed for margin.  These balances and any market
risk they may represent are immaterial.

The Partnership also maintains a substantial portion
(approximately 108% as of June 30, 2004) of its available assets
in cash at Morgan Stanley DW.  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.
<page>
Qualitative Disclosures Regarding Primary Trading Risk Exposures
The following qualitative disclosures regarding the Partnership's
market risk exposures - except for (A) those disclosures that are
statements of historical fact and (B) the descriptions of how the
Partnership manages its primary market risk exposures - constitute
forward-looking statements within the meaning of Section 27A of
the Securities Act and Section 21E of the Securities Exchange Act.
The Partnership's primary market risk exposures, as well as the
strategies used and to be used by Demeter and the Trading Advisor
for managing such exposures, are subject to numerous
uncertainties, contingencies and risks, any one of which could
cause the actual results of the Partnership's risk controls to
differ materially from the objectives of such strategies.
Government interventions, defaults and expropriations, illiquid
markets, the emergence of dominant fundamental factors, political
upheavals, changes in historical price relationships, an influx of
new market participants, increased regulation and many other
factors could result in material losses, as well as in material
changes to the risk exposures and the risk management strategies
of the Partnership.  Investors must be prepared to lose all or
substantially all of their investment in the Partnership.

The following were the primary trading risk exposures of the
Partnership at June 30, 2004, by market sector.  It may be <page>
anticipated, however, that these market exposures will vary
materially over time.

Currency.  The primary market exposure of the Partnership at June
30, 2004 was to the currency sector.  The Partnership's currency
exposure is to exchange rate fluctuations, primarily fluctuations
which disrupt the historical pricing relationships between
different currencies and currency pairs.  Interest rate changes,
as well as political and general economic conditions influence
these fluctuations.  The Partnership trades a large number of
currencies, including cross-rates - i.e., positions between two
currencies other than the U.S. dollar.  At June 30, 2004, the
Partnership's major exposures were to the euro, Canadian dollar,
Japanese yen, Norwegian krone, and British pound currency
crosses, as well as to outright U.S. dollar positions.  Outright
positions consist of the U.S. dollar vs. other currencies.  These
other currencies include major and minor currencies.  Demeter
does not anticipate that the risk profile of the Partnership's
currency sector will change significantly in the future.

Interest Rate. The second largest market exposure of the
Partnership at June 30, 2004 was to the global interest rate
sector.  Exposure was primarily spread across the Japanese,
European and U.S. interest rate sectors.  Interest rate movements
directly affect the price of the sovereign bond futures positions
held by the Partnership and indirectly affect the value of its
<page> stock index and currency positions.  Interest rate
movements in one country, as well as relative interest rate
movements between countries, materially impact the Partnership's
profitability.  The Partnership's interest rate exposure is
generally to interest rate fluctuations in the U.S. and the other
G-7 countries.  The G-7 countries consist of France, the U.S.,
Britain, Germany, Japan, Italy, and Canada.  Demeter anticipates
that the G-7 countries interest rates will remain the primary
interest rate exposure of the Partnership for the foreseeable
future.  The speculative futures positions held by the
Partnership may range from short to long-term instruments.
Consequently, changes in short, medium or long-term interest
rates may have an effect on the Partnership.

Equity.  The third largest market exposure of the Partnership at
June 30, 2004 was 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 June 30, 2004, the
Partnership's primary exposures were to the DAX (Germany), S&P
500 (U.S.), and NASDAQ (U.S.) stock indices.  The Partnership is
primarily exposed to the risk of adverse price trends or static
markets in the U.S., European and Japanese stock indices.  Static
markets would not cause major market changes, but would make it
difficult for the Partnership to avoid trendless price movements,
resulting in numerous small losses.

<page> Commodity.
Energy.  At June 30, 2004, the Partnership'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.  The Partnership's metals exposure at June 30, 2004
was to fluctuations in the price of precious metals, such as
gold, and base metals, such as copper.  Economic forces,
supply and demand inequalities, geopolitical factors and
market expectations influence price movements in these
markets.  The Trading Advisor, from time to time, takes
positions when market opportunities develop, and Demeter
anticipates that the Partnership will continue to do so.


Soft Commodities and Agriculturals.  At June 30, 2004, the
Partnership had exposure to the markets that comprise these
sectors.  Most of the exposure was to the cotton and corn
markets.  Supply and demand inequalities, severe weather
<page> disruptions and market expectations affect price
movements in these markets.

Qualitative Disclosures Regarding Non-Trading Risk Exposure

The following was the only non-trading risk exposure of the
Partnership at June 30, 2004:

Foreign Currency Balances. The Partnership's primary foreign
currency balances at June 30, 2004 were in euros, Hong Kong
dollars, and Japanese yen.  The Partnership controls the
non-trading risk of foreign currency balances by regularly
converting them back into U.S. dollars upon liquidation of
their respective positions.

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

<page> Demeter monitors and controls the risk of the Partnership's
non-trading 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 significant changes during the
period covered by this quarterly report in the
Partnership's internal controls or in other factors
that could significantly affect these controls
subsequent to the date of their evaluation.

<page> PART II.  OTHER INFORMATION

Item 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS
The Partnership initially registered 3,000,000 Units pursuant to
a Registration Statement on Form S-1, which became effective on
November 6, 1998 (SEC File Number 333-60103).

The Partnership registered an additional 6,000,000 Units pursuant
to another Registration Statement on Form S-1, which became
effective on March 27, 2000 (SEC File Number 333-91569).

The Partnership registered an additional 10,000,000 Units
pursuant to another Registration Statement on Form S-1, which
became effective on February 26, 2003 (SEC File Number 333-
103170).

The Partnership registered an additional 2,000,000 Units pursuant
to another Registration Statement on Form S-1, which became
effective on April 28, 2004 (SEC File Number 333-113893).

The managing underwriter for the Partnership is Morgan Stanley
DW.

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.
<page> Through June 30, 2004, 9,646,714.299 Units were sold,
leaving 11,353,285.701 Units unsold.  The aggregate price of the
Units sold through June 30, 2004 was $101,146,056.

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 included as part of the above
referenced Registration Statements.

Item 5.  OTHER INFORMATION
Management.    Effective June 21, 2004, the following changes have
been made to the Board of Directors and Officers of Demeter:

Mr. Jeffrey D. Hahn resigned the position of Chief Financial
Officer and Director of Demeter.

Mr. Todd Taylor, age 41, is a Director of Demeter.  Mr. Taylor
began his career with Morgan Stanley in June 1987 as a Financial
Advisor in the Dallas office.  In 1995, he joined the Management
Training Program in New York and was appointed Branch Manager in
St. Louis in 1997.  Three years later, in 2000, Mr. Taylor was
appointed to a newly created position, Director of Individual
Investor Group ("IIG") Learning and Development, before becoming
the Director of IIG Strategy in 2002.  Most recently, Mr. Taylor
has taken on a new role as the High Net Worth Segment Director.
<page> Currently a member of the firm's E-Learning Council, Mr.
Taylor is also a current member of the Securities
Industry/Regulatory Council on Continuing Education.  Mr. Taylor
graduated from Texas Tech University with a B.B.A. in Finance.

Mr. William D. Seugling, age 34, will become a Director of
Demeter once he has registered with the National Futures
Association ("NFA") as a principal, which registration is
currently pending.  Mr. Seugling is an Executive Director at
Morgan Stanley and currently serves as Director of Client
Solutions for US Private Wealth Management. Mr. Seugling joined
Morgan Stanley in June 1993 as an Associate in Equity Structured
Products having previously worked in research and consulting for
Greenwich Associates from October 1991 to June 1993.  Since 1994,
he has focused broadly on analysis and solutions for wealthy
individuals and families culminating in his current role within
the division.  He was named Vice President in 1996 and an
Executive Director in 1999.  Mr. Seugling graduated cum laude
from Bucknell University with a B.S. in Management and a
concentration in Chemistry.

Mr. Kevin Perry, age 35, is the Chief Financial Officer of
Demeter.  His registration with the NFA as a principal is
currently pending.  He currently serves as an Executive Director
and Controller of Client Solutions at Morgan Stanley.  Mr. Perry
<page> joined Morgan Stanley in October 2000 and is also Chief
Financial Officer of Morgan Stanley Trust National Association,
Van Kampen Funds Inc. and Morgan Stanley Distribution, Inc.
Prior to joining Morgan Stanley, Mr. Perry worked as an auditor
and consultant in the financial services practice of Ernst &
Young from October 1991 to October 2000.  Mr. Perry received a
B.S. degree in Accounting from the University of Notre Dame in
1991 and is a Certified Public Accountant.


















<page> Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

(A)	Exhibits

3.01	Form of Amended and Restated Limited Partnership
Agreement of the Partnership, is incorporated by
reference to Exhibit A of the Partnership's Prospectus,
dated April 28, 2004, filed with the Securities and
Exchange Commission pursuant to Rule 424(b)(3) under the
Securities Act of 1933, as amended, on May 4, 2004.
3.02	Certificate of Limited Partnership, dated July 15, 1998,
is incorporated by reference to Exhibit 3.02 of the
Partnership's Registration Statement on Form S-1 (File
No. 333-60103) filed with the Securities and Exchange
Commission on July 29, 1998.
3.03	Certificate of Amendment of Certificate of Limited
Partnership, dated November 1, 2001 (changing its name
from Morgan Stanley Dean Witter Millburn L.P.), is
incorporated by reference to Exhibit 3.01 of the
Partnership's Form 8-K (File No. 0-25605) filed with the
Securities and Exchange Commission on November 6, 2001.
10.01	Management Agreement, dated as of November 6, 1998, among
the Partnership, Demeter, and Millburn Ridgefield
Corporation, is incorporated by reference to Exhibit
10.01 of the Partnership's Quarterly Report on Form 10-Q
(File No. 0-25605) filed with the Securities and Exchange
Commission on May 17, 1999.
10.02	Form of Subscription and Exchange Agreement and Power of
Attorney to be executed by each purchaser of Units is
incorporated by reference to Exhibit B of the
Partnership's Prospectus, dated April 28, 2004, filed
with the Securities and Exchange Commission pursuant to
Rule 424(b)(3) under the Securities Act of 1933, as
amended, on May 4, 2004.
10.03	Amended and Restated Escrow Agreement, dated as of August
31, 2002, among the Partnership, Morgan Stanley Charter
Graham L.P., Morgan Stanley Charter Welton L.P., Morgan
Stanley Charter MSFCM L.P., Morgan Stanley DW and JP
Morgan Chase Bank, is incorporated by reference to
Exhibit 10.04 of the Partnership's Registration Statement
on Form S-1 (File No. 333-103170) filed with the
Securities and Exchange Commission on February 13, 2003.


<page> 10.04	Amended and Restated Customer Agreement between
the Partnership and Morgan Stanley DW, dated as of
November 13, 2000, is incorporated by reference to
Exhibit 10.01 of the Partnership's Form 8-K (File No. 0-
25605) filed with the Securities and Exchange Commission
on November 6, 2001.
10.05	Commodity Futures Customer Agreement between MS & Co. and
the Partnership, acknowledged and agreed to by Morgan
Stanley DW, dated as of November 6, 2000, is incorporated
by reference to Exhibit 10.02 of the Partnership's Form
8-K (File No. 0-25605) filed with the Securities and
Exchange Commission on November 6, 2001.
10.06	Customer Agreement between the Partnership and MSIL,
dated as of November 6, 2000, is incorporated by
reference to Exhibit 10.04 of the Partnership's Form 8-K
(File No. 0-25605) filed with the Securities and Exchange
Commission on November 6, 2001.
10.07	Foreign Exchange and Options Master Agreement between MS
& Co. and the Partnership, dated as of August 30, 1999,
is incorporated by reference to Exhibit 10.05 of the
Partnership's Form 8-K (File No. 0-25605) filed with the
Securities and Exchange Commission on November 6, 2001.
10.08	Form of Subscription Agreement Update Form is
incorporated by reference to Exhibit C of the
Partnership's Prospectus, dated April 28, 2004, filed
with the Securities and Exchange Commission pursuant to
Rule 424(b)(3) under the Securities Act of 1933, as
amended, on May 4, 2004.
10.09	Securities Account Control Agreement among the
Partnership, MS & Co., and Morgan Stanley DW, dated as of
May 1, 2000, is incorporated by reference to Exhibit
10.03 of the Partnership's Form 8-K (File No. 0-25605)
filed with the Securities and Exchange Commission on
November 6, 2001.
31.01	Certification of President of Demeter Management
Corporation, the general partner of the Partnership,
pursuant to rules 13a-15(e) and 15d-15(e), as adopted
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 rules 13a-15(e) and 15d-15(e),
as adopted 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.

(B)	Reports on Form 8-K - None.



<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 16, 2004      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.





















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