UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	FORM 10-Q


[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2009 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 0-25603

	MORGAN STANLEY CHARTER GRAHAM L.P.

	(Exact name of registrant as specified in its charter)

		Delaware						     13-4018068
(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 has submitted
electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (?232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files).

Yes            	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 GRAHAM L.P.

	INDEX TO QUARTERLY REPORT ON FORM 10-Q

	March 31, 2009

<caption>
PART I. FINANCIAL INFORMATION

                                                                                                          <c>
Item 1. Financial Statements (Unaudited)

		Statements of Financial Condition as of March 31, 2009
 		and December 31, 2008 (Unaudited)...........................2

		Statements of Operations for the Quarters
		Ended March 31, 2009 and 2008 (Unaudited)...................3

		Statements of Changes in Partners? Capital for the
Quarters Ended March 31, 2009 and 2008 (Unaudited)..........4

		Statements of Cash Flows for the Quarters Ended
		March 31, 2009 and 2008 (Unaudited).........................5

		Condensed Schedules of Investments as of March 31, 2009
		and December 31, 2008 (Unaudited)	6

		Notes to Financial Statements (Unaudited)................7-22

Item 2.	Management?s Discussion and Analysis of
			Financial Condition and Results of Operations....... 23-30

Item 3.	Quantitative and Qualitative Disclosures About
			Market Risk..........................................31-44

Item 4.	Controls and Procedures..............................44-45

Item 4T.	Controls and Procedures.................................45


PART II. OTHER INFORMATION

Item 1A.	Risk Factors............................................46

Item 6.	Exhibits................................................46

</table>


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

	MORGAN STANLEY CHARTER GRAHAM L.P.
	STATEMENTS OF FINANCIAL CONDITION
                                                                               (Unaudited)
<caption>
	March 31, 	December 31,
	      2009       	      2008
	$	$

	                                <c>	<c>
ASSETS

Trading Equity:
	Unrestricted cash	434,715,990	550,525,640
	Restricted cash	    33,966,334	    13,066,966

	     Total cash	   468,682,324	  563,592,606

	Net unrealized gain (loss) on open contracts (MS&Co.)	(1,597,110)	          550,003
	Net unrealized gain (loss) on open contracts (MSIP)	    (1,226,296)	          433,388

	     Total net unrealized gain (loss) on open contracts	    (2,823,406)	          983,391

	     Total Trading Equity	465,858,918	564,575,997

Interest receivable (MS&Co.)	            44,572	            37,440

	     Total Assets	   465,903,490	   564,613,437

LIABILITIES AND PARTNERS? CAPITAL

Liabilities

Redemptions payable	18,473,691	34,123,015
Accrued brokerage fees (MS&Co.)	2,435,466	2,747,331
Accrued management fees	         811,822	        915,777
Accrued incentive fee payable	                                             ?         	    2,289,365

	     Total Liabilities	   21,720,979	    40,075,488

Partners? Capital

Limited Partners (15,656,656.961 and
    17,828,720.751 Units, respectively)	439,716,095	519,261,648
General Partner (159,032.501 and
    181,160.501 Units, respectively)	      4,466,416	      5,276,301

         Total Partners? Capital	   444,182,511	  524,537,949

         Total Liabilities and Partners? Capital	   465,903,490	  564,613,437

NET ASSET VALUE PER UNIT	              28.08	            29.13
<fn>

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


<page> <table> 	MORGAN STANLEY CHARTER GRAHAM L.P.
	STATEMENTS OF OPERATIONS
(Unaudited)

<caption>


  	   	     For the Quarters Ended March 31,


                                                                         		        2009    	       2008
                                                                               	                     $		          $

		<c>		<c>
INVESTMENT INCOME
	Interest income (MS&Co.)		    167,726			     2,520,335

EXPENSES
	Brokerage fees (MS&Co.)	                                                   7,553,433		6,814,958
	Management fees		   2,517,811	   2,271,653
	Incentive fees expense                          1,873,519	     	                         ?

		Total Expenses		  11,944,763	   9,086,611

NET INVESTMENT LOSS	  (11,777,037)	   (6,566,276)

TRADING RESULTS
Trading profit (loss):
	Realized			(1,236,004)	48,029,305
	Net change in unrealized		   (3,806,797)	    4,292,110

		Total Trading Results		   (5,042,801)	   52,321,415

NET INCOME (LOSS) 	 (16,819,838)	   45,755,139


NET INCOME (LOSS) ALLOCATION

	Limited Partners                                                       	        (16,650,707)	    45,250,118
    	General Partner 	                                                           	        (169,131)	           505,021


NET INCOME (LOSS) PER UNIT

	Limited Partners                                                	 	(1.00)	  2.30
	General Partner                                                		(1.00)	  2.30


		                                                            Units     	                             Units
WEIGHTED AVERAGE NUMBER
	OF UNITS OUTSTANDING                          	16,853,852.404              19,889,850.515
<fn>

	The accompanying notes are an integral part
	of these financial statements. </table>
<page> <table> MORGAN STANLEY CHARTER GRAHAM L.P.
	STATEMENTS OF CHANGES IN PARTNERS? CAPITAL
	For the Quarters Ended March 31, 2009 and 2008
	(Unaudited)

<caption>

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

	<c>	<c>		<c>	<c>
Partners? Capital,
	December 31, 2007	19,990,982.425	435,434,673	4,839,307	440,273,980

Offering of Units	823,462.460          19,450,283	  ?     	19,450,283

Net Income                                                                 ?	    	45,250,118	 505,021	45,755,139

Redemptions	  (949,083.638)	  (22,314,621)	         ?     	  (22,314,621)

Partners? Capital,
   March 31, 2008	 19,865,361.247	 477,820,453	  5,344,328	 483,164,781





Partners? Capital,
	December 31, 2008	18,009,881.252	519,261,648	5,276,301	524,537,949

Net Loss                                                                 ?	    	(16,650,707)	(169,131)	(16,819,838)

Redemptions	  (2,194,191.790)	  (62,894,846)      	  (640,754)	  (63,535,600)

Partners? Capital,
   March 31, 2009	 15,815,689.462	 439,716,095	  4,466,416	 444,182,511




<fn>








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


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

<caption>

	For the Quarters Ended March 31,

	  2009   	    2008
	$	$


	<c>	<c>
CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)	(16,819,838)	45,755,139
Noncash item included in net income (loss):
	Net change in unrealized	3,806,797	(4,292,110)

(Increase) decrease in operating assets:
	Restricted cash	(20,899,368)	(6,270,340)
	Interest receivable (MS&Co.)	(7,132)	502,042


Increase (decrease) in operating liabilities:
	Accrued brokerage fees (MS&Co.)	(311,865)	124,704
	Accrued management fees	(103,955)	            41,568
	Accrued incentive fees	   (2,289,365)	              ?

Net cash provided by (used for) operating activities	  (36,624,726)	     35,861,003


CASH FLOWS FROM FINANCING ACTIVITIES

Cash received from offering of Units	              ?     	17,507,707
Cash paid for redemptions of Units 	   (79,184,924)	    (19,922,330)

Net cash used for financing activities	  (79,184,924)	      (2,414,623)

Net increase (decrease) in unrestricted cash	(115,809,650)	33,446,380

Unrestricted cash at beginning of period	   550,525,640	    428,483,746

Unrestricted cash at end of period	               434,715,990	    461,930,126



<fn>




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


<page> <table> MORGAN STANLEY CHARTER GRAHAM L.P.
CONDENSED SCHEDULES OF INVESTMENTS
March 31, 2009 and December 31, 2008 (Unaudited)
<caption>


Futures and Forward Contracts
Long
Unrealized
Gain/(Loss)

Percentage of
   Net Assets
       Short
  Unrealized
       Loss

Percentage of
   Net Assets
     Net
Unrealized
  Gain/(Loss)

$
%
   $
 %
 $


March 31, 2009, Partnership Net Assets:  $444,182,511





<c>
<c>
<c>
<c>
<c>
Commodity
   (701,858)
       (0.16)
(1,543,809)
      (0.35)
 (2,245,667)
Equity
           ?
           ?
(1,118,816)
      (0.25)
 (1,118,816)
Foreign currency
 (2,467,883)
       (0.55)
(2,186,351)
      (0.49)
(4,654,234)
Interest rate
   4,619,970
        1.04
     (25,719)
      (0.01)
  4,594,251






     Grand Total:
   1,450,229
        0.33
(4,874,695)
      (1.10)
(3,424,466)

     Unrealized Currency Gain




       0.14

   601,060

     Total Net Unrealized Loss on Open Contracts



 (2,823,406)

December 31, 2008, Partnership Net Assets:  $524,537,949




<c>
<c>
<c>
<c>
<c>
Commodity
 1,188,652
        0.23
(1,611,368)
      (0.31)
   (422,716)
Equity
        3,701
           ?
(198,181)
      (0.03)
  (194,480)
Foreign currency
    329,587
        0.06
(1,682,150)
      (0.32)
(1,352,563)
Interest rate
   1,808,595
        0.34
     (30,243)
      (0.01)
  1,778,352






     Grand Total:
   3,330,535
        0.63
(3,521,942)
      (0.67)
    (191,407)

     Unrealized Currency Gain




       0.22

   1,174,798


     Total Net Unrealized Gain on Open Contracts



   983,391

<fn>







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


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

March 31, 2009
(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 Graham L.P. (the ?Partnership?).  The
financial statements and condensed notes herein should be read in
conjunction with the Partnership?s December 31, 2008, Annual
Report on Form 10-K.

1.  Organization
Morgan Stanley Charter Graham 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") (refer
to Note 4.).  The Partnership is one of the Morgan Stanley Charter
series of funds, comprised of the Partnership, Morgan Stanley
Charter WCM L.P., Morgan Stanley Charter Aspect L.P., and Morgan
Stanley Charter Campbell L.P. (collectively, the "Charter
Series").




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

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
(?LME?).  Demeter, MS&Co., and MSIP are wholly-owned subsidiaries
of Morgan Stanley. Graham Capital Management, L.P. (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.  Monthly, MS&Co. credits the Partnership
with interest income on 100% of its average daily funds held at
MS&Co. and MSIP to meet margin requirements at a rate
approximately equivalent to what the commodity brokers pay other
similar customers on margin deposits.  In addition, MS&Co.
credits the Partnership at each month end with interest income on
100% of the Partnership?s assets not deposited as margin 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.


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


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.

Financial Accounting Standards Board ("the FASB") Interpretation
No. 48 "Accounting for Uncertainty in Income Taxes, an
interpretation of FASB Statement No. 109" ("FIN 48"), clarifies
the accounting for uncertainty in income taxes recognized in a
Partnership's financial statements, and prescribes a recognition
threshold and measurement attribute for financial statement
recognition and measurement of a tax position taken or expected
to be taken.  The adoption of FIN 48 does not have a material
impact on the Partnership's financial statements.  The 2005
through 2008 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


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

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 fair value of these
contracts, including interest rate volatility.

The fair value of exchange-traded contracts is based on the
settlement price quoted by the exchange on the day with respect
to which fair 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
fair value of off-exchange-traded contracts is based on the fair
value quoted by the counterparty.


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



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



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

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




The net unrealized gains (losses) on open contracts, reported as a
component of ?Trading Equity? on the Statements of Financial
Condition, and their longest contract maturities were as follows:
                    Net Unrealized Gains/(Losses)
	               on Open Contracts	Longest Maturities

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

Mar. 31, 2009    1,778,786   (4,602,192) (2,823,406)	Sep. 2010	 Jun. 2009
Dec. 31, 2008    2,306,468   (1,323,077)    983,391   Jun. 2010	 Mar. 2009

The Partnership has credit risk associated with counterparty non-
performance.  As of the date of the financial statements, the



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


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,
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
$470,461,110 and $565,899,074 at March 31, 2009, and December 31,
2008, respectively.  With respect to the Partnership?s off-
exchange-traded forward currency contracts, there are no daily

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

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
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.

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-

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

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.

Derivate Instruments and Hedging Activities
In March 2008, the FASB issued SFAS No. 161, ?Disclosures about
Derivative Instruments and Hedging Activities, an amendment of
FASB Statement No. 133? ("SFAS No. 161").  SFAS No. 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 No. 161 is effective
for financial statements issued for fiscal years beginning after
November 15, 2008, and interim periods within those fiscal years.



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

The Partnership?s objective is to profit from speculative trading
in Futures Interests.  Therefore, the Trading Advisor for the
Partnership will take speculative positions in Futures Interests
where they feel the best profit opportunities exist for their
trading strategy.  As such, the absolute quantity (the total of
the open long and open short positions) which has been presented,
as position direction is not an indicative factor in such volume
disclosures.  In regards to foreign currency forward trades, each
notional quantity amount has been converted to an equivalent
contract based upon an industry convention.


The following table summarizes the valuation of the Partnership?s
investments by the above SFAS No. 161 disclosure as of March 31,
2009 and reflects the information outstanding at such time.
<table> <caption>
The Effect of Trading Activities on the Statement of Financial Condition for the Three Months Ended March 31, 2009:



Futures and Forward Contracts

      Long
          Unrealized
         Gain

       Long
L        Unrealized
       Loss

           Short
          Unrealized
           Gain

 Short
         Unrealized
        Loss

       Net
 Unrealized
 Gain/(Loss)

Total number
of outstanding
  contracts

$
  $
   $
    $
    $

March 31, 2009








             <c>
<c>
 <c>
 <c>
<c>
<c>
Tr  Commodity
             200,595
      (902,453)
        881,685
    (2,425,494)
         (2,245,667)
            2,882
K   Equity
                   ?
             ?
        185,427
    (1,304,243)
         (1,118,816)
            1,750
K   Foreign currency
          1,348,719
   (3,816,602)
         610,568
    (2,796,919)
         (4,654,234)
          13,672
K   Interest rate
          5,024,365
    (404,395)

                   ?_   _
         (25,719)
          4,594,251
          13,339
K        Total
   6,573,679

 (5,123,450)

       1,677,680
    (6,552,375)
         (3,424,466)

K        Unrealized currency gain




             601,060

K        Total net unrealized loss
             on open contracts





    (2,823,406)


</table>


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

Based upon the Trading Advisor?s historical trading, it can
generally be expected that the Partnership will trade
approximately 1,800 round turn contracts per million under
management over the course of a year or approximately 450
contracts in a quarter.  Such quarterly amount is based upon such
contracts being evenly traded throughout the year, but may be
higher or lower for any individual quarter.  The Trading
Advisor?s volume will vary over time based upon a multitude of
factors, including but not limited to, individual market price
movement, individual market volatility and individual market
liquidity.

The following table summarizes the net trading results of the
Partnership during the quarter as required by SFAS No. 161.
<table> <caption>
The Effect of Trading Activities on the Statements of Operations for the Three Months Ended March 31, 2009 included in Total
Trading Results:

Type of Instrument
  $


        <c>
Tr  Commodity
         (3,093,430)
K   Equity
          1,184,758
K   Foreign currency
         (3,359,490)
K   Interest rate
             799,099
K   Unrealized currency loss
            (573,738)
K        Total
  (5,042,801)
</table>
<table> <caption>
Line Item on the Statements of Operations for the Three Months Ended March 31, 2009:


Trading Results
  $


         <c>
Tr  Realized
         (1,236,004)
K   Net change in unrealized
         (3,806,797)
K      Total Trading Results
  (5,042,801)

</table>
As discussed in Note 1, the Partnership?s objective for investing
in these derivatives is for speculative trading.
<page> MORGAN STANLEY CHARTER GRAHAM L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

5.  Fair Value Measurements
Management has continued to evaluate the application of SFAS No.
157 ("SFAS No. 157"), "Fair Value Measurements" to the
Partnership, and has determined that SFAS No. 157 does not have a
material impact on the financial statements.  Fair value is the
amount that would be recovered when an asset is sold or an amount
paid to transfer a liability, in an ordinary transaction between
market participants at the measurement date (exit price).  Market
price observability is impacted by a number of factors, including
the types of investments, the characteristics specific to the
investment, and the state of the market (including the existence
and the transparency of transactions between market
participants).  Investments with readily available actively
quoted prices in an ordinary market will generally have a higher
degree of market price observability and a lesser degree of
judgment used in measuring fair value.

SFAS No. 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 ? unadjusted quoted market
prices in active markets for identical assets and liabilities;
Level 2 - inputs other than unadjusted quoted market prices that
are observable for the asset or liability, either directly or

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

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).

In certain cases, the inputs used to measure fair value may fall
into different levels of the fair value hierarchy.  In such cases,
an investment?s level within the fair value hierarchy is based on
the lowest level of input that is significant to the fair value
measurement.  The Partnership?s assessment of the significance of
a particular input to the fair value measurement in its entirety
requires judgment, and considers factors specific to the
investment.


The following tables summarize the valuation of the Partnership?s
investments by the above SFAS No. 157 fair value hierarchy as of
March 31, 2009 and December 31, 2008:
<table> <caption>
March 31, 2009



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>
Net unrealized gain (loss) on open contracts
                     $1,778,786
  $(4,602,192)
          n/a

               $(2,823,406)

</table>
<table> <caption>December 31, 2008



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>
Net unrealized gain (loss) on open contracts
                     $2,306,468
  $(1,323,077)
          n/a

             $983,391
</table>
<page> MORGAN STANLEY CHARTER GRAHAM L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

     6.  New Accounting Developments
In April 2009, the FASB issued FASB Staff Position (?FSP?) FAS
No. 157-4, Determining Fair Value When the Volume and Level of
Activity for the Asset or Liability Have Significantly Decreased
and Identifying Transactions That Are Not Orderly (?FSP FAS No.
157-4?).  FSP FAS No. 157-4 provides additional guidance for
determining fair value and requires new disclosures regarding the
categories of fair value instruments, as well as the inputs and
valuation techniques utilized to determine fair value and any
changes to the inputs and valuation techniques during the period.
FSP FAS No. 157-4 is effective for interim and annual periods
ending after June 15, 2009.  The Partnership is currently
evaluating the impact of the adoption of FSP FAS No. 157-4.


In April 2009, the FASB issued FSP FAS No. 107-1 and Accounting
Principals Board (?APB?) No. 28-1, Interim Disclosures About Fair
Value of Financial Instruments (?FSP FAS No. 107-1? and ?APB No.
28-1?).  The staff position requires fair value disclosures of
financial instruments on a quarterly basis, as well as new
disclosures regarding the methodology and significant assumptions
underlying the fair value measures and any changes to the
methodology and assumptions during the reporting period.  FSP FAS
No. 107-1 and APB No. 28-1 are effective for interim and annual
periods ending after June 15, 2009.  The Partnership is currently


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


evaluating the impact of the adoption of FSP FAS No. 107-1 and
APB No. 28-1.

7.  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 LME positions. All of these amounts
are maintained separately.  Cash that is not classified as
restricted cash is therefore classified as unrestricted cash.

8. Subsequent Event.

On January 13, 2009, Morgan Stanley and Citigroup announced that
they had agreed to combine the Global Wealth Management Group of
Morgan Stanley and the Smith Barney division of Citigroup Global
Markets Inc. into a new joint venture (the ?Transaction?).  The
joint venture will own Morgan Stanley Smith Barney LLC, a newly
formed investment advisor and broker dealer that will be
registered with the U.S. Securities and Exchange Commission and as
a non-clearing futures commission merchant with the Commodities
Futures Trading Commission.  Upon the closing of the Transaction,


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


subsidiaries of Morgan Stanley collectively will have a 51
percent ownership interest in the joint venture and
Citigroup Inc. (?Citi?) will have 49 percent ownership interest
in the joint venture.  The Transaction is expected to close by
the end of the third quarter of 2009.

As part of the Transaction, the Board of Directors of Demeter
resolved that Demeter should be converted from a Delaware
corporation to a Delaware limited liability company (the
?Conversion?).  The Conversion became effective on April 30, 2009
and Demeter?s name changed to Demeter Management LLC.



In addition, in the near future Morgan Stanley, the sole member
of Demeter, intends to contribute all of the membership interests
in Demeter (along with other Morgan Stanley subsidiaries being
contributed to the joint venture as part of the Transaction) to
Morgan Stanley Commercial Financial Services, Inc.  It is
anticipated that on or about the time of the consummation of the
Transaction, Morgan Stanley Commercial Financial Services, Inc.
will contribute to Morgan Stanley JV Holdings LLC all of its in-
scope assets and liabilities (including all of the membership
interests of Demeter) (collectively, the ?Contribution?).  Upon

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


the completion of both the Conversion and the Contribution,
Demeter will be a Delaware limited liability company that is a
wholly owned subsidiary of Morgan Stanley Smith Barney Holdings
LLC, which in turn will be owned 51 percent by Morgan Stanley and
49 percent by Citi.


At all times Demeter shall remain the General Partner of the
Partnership and at no time will it cease to exist.  In addition,
neither the Conversion nor the Contribution will materially impact
the daily trading activities of the Partnership?s respective
commodity Trading Advisor.  The Board of Directors of Demeter
believes that the Conversion and the Contribution shall not have a
material impact on the Partnership?s Limited Partners.











<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 of units of
limited partnership interest, (?Unit(s)?) in the future will
affect the amount of funds available for investments in futures,
forwards and options in subsequent periods.  It is not possible to
estimate the amount, and therefore the impact, of future outflows
of Units.
<page> There are no known material trends, favorable or
unfavorable,  that would affect, nor any expected material changes
to, the Partnership?s capital resource arrangements at the present
time.

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

Results of Operations
General.  The Partnership?s results depend on the Trading Advisor
and the ability of the Trading Advisor?s trading programs to take
advantage of price movements in the futures, forward and options
markets.  The following presents a summary of the Partnership?s
operations for the three month periods ended March 31, 2009 and
2008, and a general discussion of its trading activities during
each period.  It is important to note, however, that the Trading
Advisor trades in various markets at different times and that
prior activity in a particular market does not mean that such
market will be actively traded by the Trading Advisor or will be
profitable in the future. Consequently, the results of operations
of the Partnership are difficult to discuss other than in the
context of the Trading Advisor?s trading activities on behalf of
<page> the Partnership during the period in question.  Past
performance is no guarantee of future results.

The Partnership?s results of operations set forth in the
Financial Statements on pages 2 through 22 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 original contract value and market value is
recorded on the Statements of Operations as ?Net change in
unrealized trading profit (loss)? for open (unrealized)
contracts, and recorded as ?Realized trading profit (loss)? when
open positions are closed out.  The sum of these amounts
constitutes the Partnership?s trading results.  The market value
of a futures contract is the settlement price on the exchange on
which that futures contract is traded on a particular day.  The
value of a foreign currency forward contract is based on the spot
rate as of the close of business.  Interest income, as well as
management 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 Ended March 31, 2009
The Partnership recorded total trading results including interest
income totaling $(4,875,075) and expenses totaling $11,944,763
resulting in a net loss of $16,819,838 for the quarter ended
March 31, 2009. The Partnership?s net asset value per Unit
decreased from $29.13 at December 31, 2008, to $28.08 at March
31, 2009.

The most significant trading losses of approximately 0.9% were
experienced within the currency sector, primarily during February
and March, from short positions in the euro, Canadian dollar, and
Swiss franc versus the U.S. dollar as the value of the U.S.
dollar reversed lower against most of its rivals following the
U.S. Federal Reserve?s surprise plans to begin a more aggressive
phase of quantitative easing and economic stimulus spending,
which would include the purchase of $300 billion in longer-term
Treasury bonds and buying significant quantities of ?toxic
assets? from bank balance sheets.  Within the metals markets,
losses of approximately 0.6% were incurred throughout the
majority of the quarter from short futures positions in copper,
zinc, and lead as prices reversed higher amid speculation that
<page> economic stimulus plans in the U.S. and China would help
boost demand for base metals.  Additional losses were recorded
from short positions in gold futures as prices increased during
January amid continued uncertainty regarding the future direction
of the global economy, which spurred demand for the precious
metal as a ?safe haven?.  Smaller losses of approximately 0.5%
were experienced within the agricultural sector, primarily during
March, from short futures positions in corn, the soybean complex,
and coffee as prices rose on renewed optimism that government
bailouts would possibly help revive the world economy and boost
demand for these commodities.  A portion of the Partnership?s
losses for the quarter was offset by gains of approximately 0.4%
recorded within the energy markets, primarily during January,
from short positions in natural gas futures as prices moved lower
amid speculation that the ongoing global economic recession would
continue to erode energy demand.  Smaller gains of approximately
0.2% were experienced within the global interest rate sector,
primarily during February and March, from long positions in
European fixed-income futures as prices moved higher after the
European Central Bank cut its benchmark interest rate to a record
1.5% in an effort to further stimulate the European economy.
Continued speculation that the European Central Bank would
further reduce rates in the future also pushed prices higher.



<page>
For the Quarter Ended March 31, 2008
The Partnership recorded total trading results including interest
income totaling $54,841,750 and expenses totaling $9,086,611,
resulting in net income of $45,755,139 for the quarter ended
March 31, 2008. The Partnership?s net asset value per Unit
increased from $22.02 at December 31, 2007, to $24.32 at March
31, 2008.

The most significant trading gains of approximately 4.0% were
experienced in the global stock index sector throughout the
quarter from short positions in European, U.S., and Japanese
equity index futures as prices moved lower on concerns that a
persistent U.S. housing slump, mounting losses linked to U.S.
sub-prime mortgage investments, and a weakening job market might
restrain consumer spending, erode corporate earnings, and curb
global economic growth.  Within the energy markets, gains of
approximately 3.6% were recorded, primarily during February and
March, from long futures positions in crude oil and its related
products as prices increased due to speculation that OPEC would
cut production, ongoing geopolitical concerns in the Middle East,
and strong demand for physical commodities as an inflation hedge.
Meanwhile, long positions in natural gas futures resulted in
gains as prices rose on expectations of a rise in demand due to
colder weather in the U.S. Northeast and news of a drop in U.S.
inventories.  Additional gains of approximately 1.6% were
<page> experienced within the agricultural markets, primarily
during January and February, from long positions in corn futures
as prices moved higher following news that global production
might drop, while rising energy prices might boost demand for
alternative biofuels made from crops.  Meanwhile, long futures
positions in wheat recorded further gains, primarily during
January and February, as prices increased amid speculation that
U.S. stockpiles would fall to a 30-year low.  Within the currency
sector, gains of approximately 1.4% were experienced, primarily
during February and March, from long positions in the Colombian
peso, Brazilian real, and Mexican peso versus the U.S. dollar as
the value of the U.S. dollar moved lower against these currencies
due to the aforementioned disappointing economic data in the U.S.
and fears of a possible U.S. recession, which fueled speculation
of continued interest rate cuts by the U.S. Federal Reserve.
Elsewhere, short positions in the Korean won versus the U.S.
dollar resulted in gains as the value of the Korean won decreased
relative to the U.S. dollar in March amid news of a widening
Current-Account deficit out of Korea.  Further gains of
approximately 0.9% were recorded in the global interest rate
sector, primarily during January and February, from long
positions in U.S. and Japanese fixed-income futures as prices
increased in a "flight-to-quality" following a sharp decline in
the global equity markets and concerns that an economic slowdown
in the United States would weaken the global economy.
Furthermore, U.S. fixed-income futures prices moved higher as the
<page> U.S. Federal Reserve cut interest rates by 200 basis
points throughout the quarter and U.S. government reports showed
a rise in unemployment and slower-than-expected fourth quarter
Gross Domestic Product growth.  Smaller gains of approximately
0.4% were experienced in the metals markets, primarily during
February, from long positions in gold and silver futures as
prices rose due to a drop in the value of the U.S. dollar, which
spurred demand for "safe haven" investments.

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,
<page> and consequently in its earnings, whether realized or
unrealized, and cash flow.  Gains and losses on open positions of
exchange-traded futures, exchange-traded forward, and exchange-
traded futures-styled options contracts are settled daily through
variation margin. Gains and losses on off-exchange-traded forward
currency contracts 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 March 31, 2009 and 2008. At
March 31, 2009 and 2008, the Partnership?s total capitalization
was approximately $444 million and $483 million, respectively.



<page> <table> <caption>
Primary Market	March 31, 2009	 March 31, 2008
Risk Category	 Value at Risk 	 Value at Risk

	<c>			<c>
Interest Rate	(0.67)%	(0.30)%
Equity	(0.64)	(0.33)
Currency	(0.51)	(0.94)
Commodity 	(0.28)	(0.41)
Aggregate Value at Risk	        (0.95)%	(1.05)%
</table>
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
percentage of total Net Assets for the four quarter-end reporting
periods from April 1, 2008, through March 31, 2009.
<page> <table> <caption>
Primary Market Risk Category	High	Low	Average

	<c>	<c>	<c>
Interest Rate	(0.67)%	(0.22)%	(0.39)%

Equity	(0.64)	(0.05)	(0.37)

Currency	(0.98)	(0.07)	(0.48)

Commodity	(0.97)	(0.19)	(0.51)

Aggregate Value at Risk	(1.26)%	(0.42)%	(0.88)%

</table>

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 March 31, 2009 and 2008, and for the four
quarter-end reporting periods from April 1, 2008, through March
31, 2009.  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 March 31, 2009, such
amount was equal to approximately 97% 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
<page> 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 March 31, 2009, 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
March 31, 2009, was to the global interest rate sector.  Exposure
was primarily spread across the European, U.S., Japanese,
Australian, and Canadian interest rate sectors.  Interest rate
<page> movements directly affect the price of the sovereign bond
futures positions held by the Partnership and indirectly affect
the value of its stock index and currency positions.  Interest
rate movements in one country, as well as relative interest rate
movements between countries, materially impact the Partnership?s
profitability. The Partnership?s interest rate exposure is
generally to interest rate fluctuations in the U.S. and the other
G-7 countries.  The G-7 countries consist of France, the U.S.,
Britain, Germany, Japan, Italy, and Canada. However, the
Partnership also takes futures positions in the government debt
of smaller nations - e.g., Australia.  Demeter anticipates that
the G-7 countries? and Australian interest rates will remain the
primary interest rate exposure of the Partnership for the
foreseeable future.  The speculative futures positions held by
the Partnership may range from short to long-term instruments.
Consequently, changes in short, medium, or long-term interest
rates may have an effect on the Partnership.

Equity.  The second largest market exposure of the Partnership at
March 31, 2009, 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 March 31, 2009, The Partnership?s
primary market exposures were to the CAC 40 (France), DAX
(Germany), IBEX 35 (Spain), Euro Stox 50 (Europe), S&P 500
(U.S.), NASDAQ 100 (U.S.), FTSE 100 (United Kingdom), Nikkei 225
<page> (Japan), TOPIX (Japan), Dow Jones (U.S.), Russell 2000
(U.S.), and S&P 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.  The third largest market exposure of the Partnership
at March 31, 2009, was to the currency sector.  The Partnership?s
currency exposure is to exchange rate fluctuations, primarily
fluctuations which disrupt the historical pricing relationships
between different currencies and currency pairs.  Interest rate
changes, as well as political and general economic conditions,
influence these fluctuations.  The Partnership trades a number of
currencies, including cross-rates - i.e., positions between two
currencies other than the U.S. dollar.  At March 31, 2009, the
Partnership?s major exposures were to the euro, Japanese yen,
Australian dollar, Swiss franc, Canadian dollar, British pound,
and Swedish krona currency crosses, as well as to outright U.S.
dollar positions.  Outright positions consist of the U.S. dollar
vs. other currencies.  These other currencies include major and
minor currencies.  Demeter does not anticipate that the risk
associated with the Partnership?s currency trades will change
significantly in the future.

<page> Commodity.
Soft Commodities and Agriculturals.  At March 31, 2009, the
Partnership had market exposure in the markets that comprise
these sectors.  Most of the exposure was to the sugar,
coffee, wheat, live cattle, cocoa, soybean oil, and corn
markets. Supply and demand inequalities, severe weather
disruptions, and market expectations affect price movements
in these markets.

Energy.  At March 31, 2009, the Partnership had market
exposure in 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 March 31, 2009, the Partnership had market
exposure in the metals sector.  The Partnership?s metals
exposure was to fluctuations in the price of base metals,
such as aluminum, zinc, and copper, as well as precious
<page> metals, such as silver and gold.  Economic forces,
supply and demand inequalities, geopolitical factors, and
market expectations influence price movements in these
markets.  The Trading Advisor utilizes trading system(s) 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 March 31, 2009:

Foreign Currency Balances. The Partnership?s primary foreign
currency balances at March 31, 2009, were in euros, Swiss
francs, British pounds, Japanese yen, Australian dollars,
Hong Kong dollars, and Canadian 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
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
<page> 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.

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, 2008.


Item 6.  EXHIBITS

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














<page>





SIGNATURE



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



                     Morgan Stanley Charter Graham L.P.
                     (Registrant)

                     By: Demeter Management LLC
                         (General Partner)

May 15, 2009         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.