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

	FORM 10-Q


[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2006 or

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from               to

Commission File Number 0-25605

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

		Delaware						      13-4018065
(State or other jurisdiction of		   	 	   (I.R.S. Employer
incorporation or organization)			        Identification No.)


Demeter Management Corporation
330 Madison Avenue, 8th Floor
New York, NY						 		    10017
(Address of principal executive offices)	  	       (Zip Code)

Registrant's telephone number, including area code (212) 905-2700

Morgan Stanley Charter Millburn L.P.



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


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

Yes    X       	No

Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer.  See definition
of ?accelerated filer and large accelerated filer? in Rule 12b-2 of the
Exchange Act.  (Check one):

Large accelerated filer____Accelerated filer____Non-accelerated filer X

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






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

(formerly, Morgan Stanley Charter Millburn L.P.)

	INDEX TO QUARTERLY REPORT ON FORM 10-Q

	September 30, 2006

<caption>

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

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

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

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

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

		Notes to Financial Statements (Unaudited)................6-15

Item 2.	Management's Discussion and Analysis of
		  	Financial Condition and Results of Operations........16-35

Item 3.	Quantitative and Qualitative Disclosures about
		  	Market Risk.........................................35-46

Item 4.	Controls and Procedures..............................46-47


PART II. OTHER INFORMATION

Item 1A.	Risk Factors............................................48

Item 2.	Unregistered Sales of Equity Securities and
		   Use of Proceeds......................................48-49

Item 5.	Other Information....................................49-51

Item 6.	Exhibits................................................51

</table>


<page> <table> PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

	MORGAN STANLEY CHARTER WCM L.P.
(formerly, Morgan Stanley Charter Millburn L.P.)
	STATEMENTS OF FINANCIAL CONDITION
<caption>
				  September 30,	December 31,
				         2006       	       2005
				  $	$
				(Unaudited)
ASSETS

			<c>	<c>
Equity in futures interests trading accounts:
	Unrestricted cash	42,332,388	40,758,493
	Restricted cash	        263,214	    6,129,461

		Total cash	   42,595,602	   46,887,954
	Net unrealized gain on open contracts (MS&Co.)	      397,803	      326,059
	Net unrealized gain on open contracts (MSIL)	         86,175	          59,761

		Total net unrealized gain on open contracts              	       483,978 	        385,820

		Total Trading Equity	43,079,580	47,273,774

Interest receivable (Morgan Stanley DW)	       182,295	         137,932
Subscriptions receivable	             ?  	         268,850

		Total Assets	  43,261,875	   47,680,556

LIABILITIES AND PARTNERS' CAPITAL

Liabilities

Redemptions payable	1,841,800	1,234,240
Accrued brokerage fees (Morgan Stanley DW)	215,720	236,081
Accrued management fees	       71,906	          78,694

		Total Liabilities	   2,129,426	     1,549,015

Partners' Capital

Limited Partners (4,051,923.665 and
	4,363,058.843 Units, respectively)	40,673,948	45,625,125
General Partner (45,675.701 and
      48,427.701 Units, respectively)	      458,501	         506,416

		Total Partners' Capital	   41,132,449	    46,131,541
		Total Liabilities and Partners' Capital	   43,261,875	    47,680,556
NET ASSET VALUE PER UNIT	             10.04	             10.46
<fn>

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

<caption>
         For the Three Months	                           For the Nine Months
         Ended September 30, 	                    Ended September 30,


                    2006     	       2005    	      2006   	    2005
                          $	                $	          $   	 $

	<c>		<c>		<c>			<c>
INVESTMENT INCOME
	Interest income (Morgan Stanley DW)	    565,600	          366,679 		 1,631,267	        1,006,837

EXPENSES
	Brokerage fees (Morgan Stanley DW)	663,620	761,714	2,083,862		2,507,649
	Management fees	    221,207      	    253,903	       694,621		       812,603

	  	Total Expenses 	   884,827	   1,015,617	   2,778,483		     3,320,252

NET INVESTMENT LOSS 	                                 (319,227)	                  (648,938)	    (1,147,216)		  (2,313,415)

TRADING RESULTS
Trading profit (loss):
	Realized	(873,320)	3,079,741	(613,624)		(11,277)
	Net change in unrealized	 (1,525,500)	      420,165 	        98,158	     284,859

		Total Trading Results	  (2,398,820)	   3,499,906	     (515,466)		     273,582

NET INCOME (LOSS)                                     (2,718,047)		  2,850,968	   (1,662,682)		 (2,039,833)

NET INCOME (LOSS) ALLOCATION

	Limited Partners	                                          (2,689,034)	   2,813,798	         (1,644,984)  	(2,020,923)
	General Partner 	                                               (29,013)	37,170	(17,698)	(18,910)


NET INCOME (LOSS) PER UNIT

	Limited Partners              (0.63)                            0.56                     (0.42)                     (0.28)
	General Partner              (0.63)                            0.56                     (0.42)                     (0.28)


<fn>

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




<page> <table> MORGAN STANLEY CHARTER WCM L.P.
(formerly, Morgan Stanley Charter Millburn L.P.)
	STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
	For the Nine Months Ended September 30, 2006 and 2005
	(Unaudited)


<caption>




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

			<c>	<c>	<c>	<c>
Partners? Capital,
	December 31, 2004	5,760,547.025	59,881,786	706,754	60,588,540

Offering of Units	 497,867.073	4,867,648	? 	4,867,648

Net Loss		?	(2,020,923)	(18,910)	(2,039,833)

Redemptions                                              (1,491,026.805)	  (14,615,310)                 ?  	  (14,615,310)

Partners? Capital,
	September 30, 2005                              4,767,387.293	  48,113,201	     687,844	 48,801,045





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

Offering of Units	 524,214.546	5,700,316	? 	5,700,316

Net Loss		?	(1,644,984)	(17,698)	(1,662,682)

Redemptions                                                (838,101.724)	  (9,006,509)            (30,217)	  (9,036,726)

Partners? Capital,
	September 30, 2006                              4,097,599.366	  40,673,948	     458,501	 41,132,449

<fn>





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

</table>


<page> <table> MORGAN STANLEY CHARTER WCM L.P.
(formerly, Morgan Stanley Charter Millburn L.P.)
	STATEMENTS OF CASH FLOWS
(Unaudited)

<caption>




				       For the Nine Months Ended September 30,

				               2006      	          2005
				       $	   $

			<c>	<c>
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss		(1,662,682)	(2,039,833)
Noncash item included in net loss:
	Net change in unrealized	(98,158)	(284,859)

(Increase) decrease in operating assets:
	Restricted cash	5,866,247	(135,294)
	Interest receivable (Morgan Stanley DW)                                             (44,363)	(32,869)

Decrease in operating liabilities:
	Accrued brokerage fees (Morgan Stanley DW)	 (20,361)	(64,404)
	Accrued management fees 	              (6,788)	          (17,263)

Net cash provided by (used for) operating activities	   4,033,895	   (2,574,522)


CASH FLOWS FROM FINANCING ACTIVITIES

Cash received from offering of Units	5,969,166	5,578,886
Cash paid for redemptions of Units	   (8,429,166)	   (12,127,672)

Net cash used for financing activities	   (2,460,000)	    (6,548,786)

Net increase (decrease) in unrestricted cash	1,573,895	(9,123,308)

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

Unrestricted cash at end of period	   42,332,388	   43,968,813



<fn>


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

</table>


<page> MORGAN STANLEY CHARTER WCM L.P.
(formerly, Morgan Stanley Charter Millburn L.P.)
NOTES TO FINANCIAL STATEMENTS

September 30, 2006

(Unaudited)


The unaudited financial statements contained herein include, in
the opinion of management, all adjustments necessary for a fair
presentation of the results of operations and financial condition
of Morgan Stanley Charter WCM L.P. (formerly known as Morgan
Stanley Charter Millburn L.P.) (the ?Partnership?).  The financial
statements and condensed notes herein should be read in
conjunction with the Partnership's December 31, 2005 Annual Report
on Form 10-K.  Certain prior year amounts relating to cash
balances were reclassified on the Statements of Financial
Condition and the related Statements of Cash Flows to conform to
2006 presentation.  Such reclassifications have no impact on the
Partnership?s reported net income (loss).

1.  Organization
Morgan Stanley Charter WCM L.P. (formerly known as Morgan Stanley
Charter Millburn L.P.) is a Delaware limited partnership organized
in 1998 to engage primarily in the speculative trading of futures
contracts, options on futures contracts, and forward contracts on
physical commodities and other commodity interests, including, but
not limited to, foreign currencies, financial instruments, metals,
energy, and agricultural products. The Partnership is one of the

<page> MORGAN STANLEY CHARTER WCM L.P.
(formerly, Morgan Stanley Charter Millburn L.P.)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Morgan Stanley Charter Series of funds, comprised of the
Partnership, Morgan Stanley Charter Graham L.P., Morgan Stanley
Charter Aspect L.P. (formerly known as Morgan Stanley Charter
MSFCM L.P.), and Morgan Stanley Charter Campbell L.P. which no
longer accepts any subscriptions and exchanges of units of limited
partnership interest (?Unit(s)?) from any other Charter Series of
Funds for Units of Morgan Stanley Charter Campbell L.P.

The Partnership and Morgan Stanley Charter Aspect L.P. did not
accept any subscriptions for investment or exchanges from other
Charter Series of Funds for September 30, 2006 and October 31,
2006 month-end closings.

The Partnership?s general partner is Demeter Management
Corporation (?Demeter?).  The non-clearing commodity broker is
Morgan Stanley DW Inc. (?Morgan Stanley DW?).  The clearing
commodity brokers are Morgan Stanley & Co. Incorporated (?MS &
Co.?) and Morgan Stanley & Co. International Limited (?MSIL?).
Demeter, Morgan Stanley DW, MS & Co., and MSIL are wholly-owned
subsidiaries of Morgan Stanley. Prior to September 30, 2006,
Millburn Ridgefield Corporation (?Millburn?) was the trading
advisor to the Partnership.


<page> MORGAN STANLEY CHARTER WCM L.P.
(formerly, Morgan Stanley Charter Millburn L.P.)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)


Demeter terminated the management agreement with Millburn as of
September 30, 2006.  Consequently Millburn ceased all futures
interests trading on behalf of the Partnership as of September 30,
2006 and trading terminated within the Partnership as of such
date.

On October 13, 2006, Demeter entered into a management agreement
with Winton Capital Management Limited (?Winton? or the ?Trading
Advisor?), to serve as the sole Trading Advisor to the
Partnership effective December 1, 2006 and is expected to trade
the Net Assets of the Partnership pursuant to its Diversified
Trading Program.  Pursuant to the terms of the management
agreement, effective October 13, 2006, Morgan Stanley Charter
Millburn L.P. was renamed to Morgan Stanley Charter WCM L.P.

2.  Related Party Transactions
The Partnership's cash is on deposit with Morgan Stanley DW, MS &
Co., and MSIL in futures, forwards, and options trading accounts
to meet margin requirements as needed.  Monthly, through September
30, 2006, Morgan Stanley DW paid the Partnership interest income
equal to 100% of its average daily funds held at Morgan Stanley DW
at a rate equal to that earned by Morgan Stanley DW on its U.S.
Treasury bill investments. In addition, Morgan Stanley DW paid the
<page> MORGAN STANLEY CHARTER WCM L.P.
(formerly, Morgan Stanley Charter Millburn L.P.)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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




Effective October 1, 2006 through November 30, 2006, Morgan
Stanley DW pays the Partnership interest income equal to the
rate earned by Morgan Stanley DW on its U.S. Treasury bill
investments.  Given the absence of futures interest trading within
the Partnership during this period, the Partnership did not pay
any brokerage fees, management fees, and incentive fees.

In connection with Winton commencing trading of the Partnership?s
Net Assets as of December 1, 2006, the following changes will
occur with respect to the interest income payable to the
Partnership and the brokerage fees, management fees, and incentive
fees paid by the Partnership.

Effective December 1, 2006, Morgan Stanley DW will pay the
Partnership interest income equal to 100% of its average daily
funds held at Morgan Stanley DW at a rate equal to that earned by
Morgan Stanley DW on its U.S. Treasury bill investments.  In
addition, Morgan Stanley DW paid the Partnership interest received
from MS & Co. and MSIL with respect to such Partnership?s assets
deposited as margin.
<page> MORGAN STANLEY CHARTER WCM L.P.
(formerly, Morgan Stanley Charter Millburn L.P.)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)





Effective December 1, 2006, the Partnership will resume paying
brokerage fees to Morgan Stanley DW.


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

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

<page> MORGAN STANLEY CHARTER WCM L.P.
(formerly, Morgan Stanley Charter Millburn L.P.)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)


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

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

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


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

<page> MORGAN STANLEY CHARTER WCM L.P.
(formerly, Morgan Stanley Charter Millburn L.P.)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

The net unrealized gains (losses) on open contracts, reported as a
component of ?Equity in futures interests trading accounts? on the
Statements of Financial Condition, and their longest contract
maturities were as follows:

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

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

Sep. 30, 2006	746,311	(262,333)	483,978	Dec. 2006	Dec. 2006
Dec. 31, 2005	1,984,446	(1,598,626)	385,820	Oct. 2006	Mar. 2006

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


credit risk associated with the instruments in which the
Partnership trades is limited to the amounts reflected in the
Partnership's Statements of Financial Condition.



The Partnership also has credit risk because Morgan Stanley DW, MS
& Co., and MSIL act as the futures commission merchants or the
counterparties, with respect to most of the Partnership?s assets.
Exchange-traded futures, forward, and futures-styled options
contracts are marked to market on a daily basis, with variations
in value settled on a daily basis.  Morgan Stanley DW, MS & Co.,
and MSIL, each as a futures commission merchant for the

<page> MORGAN STANLEY CHARTER WCM L.P.
(formerly, Morgan Stanley Charter Millburn L.P.)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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 $43,341,913 and $48,872,400 at
September 30, 2006 and December 31, 2005, respectively. With
respect to the Partnership?s off-exchange-traded forward currency
contracts, there are no daily exchange-required settlements of
variation in value, nor is there any requirement that an amount
equal to the net unrealized gains (losses) on open forward
contracts be segregated.  However, the Partnership is required to
meet margin requirements equal to the net unrealized loss on open
contracts in the Partnership accounts with the counterparty, which
is accomplished by daily maintenance of the cash balance in a
custody account held at Morgan Stanley DW for the benefit of MS &
Co.  With respect to those off-exchange-traded forward currency
contracts, the Partnership is at risk to the ability of MS & Co.,
the sole counterparty on all such contracts, to perform.  The
Partnership has a netting agreement with MS & Co.  This agreement,

<page> MORGAN STANLEY CHARTER WCM L.P.
(formerly, Morgan Stanley Charter Millburn L.P.)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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.

4.  New Accounting Developments
In July 2006, the FASB issued FASB Interpretation No. 48,
?Accounting for Uncertainty in Income Taxes, an interpretation of
FASB Statement No. 109? (?FIN 48?). FIN 48 clarifies the
accounting for uncertainty in income taxes recognized in a
company?s financial statements and prescribes a recognition
threshold and measurement attribute for the financial statement
recognition and measurement of a tax position taken or expected to
be taken in an income tax return. FIN 48 also provides guidance on
derecognition, classification, interest and penalties, accounting
in interim periods, disclosure and transition. FIN 48 is effective
for the Partnership as of January 1, 2007. The Partnership is cur-
rently evaluating the potential impact of adopting FIN 48.

In September 2006, the FASB issued SFAS No. 157, ?Fair Value
Measurements? (?SFAS No. 157?). SFAS No. 157 defines fair value,
establishes a framework for measuring fair value and expands


<page> MORGAN STANLEY CHARTER WCM L.P.
(formerly, Morgan Stanley Charter Millburn L.P.)
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)

disclosures about fair value measurements. SFAS No. 157 is
effective for the Partnership as of January 1, 2008 . The Partner-
ship is currently evaluating the potential impact of adopting SFAS
No. 157.






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


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

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

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

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

Capital Resources.  The Partnership does not have, nor does it
expect to have, any capital assets.  Redemptions, exchanges, and
sales of Units in the future will affect the amount of funds
available for investments in futures, forwards, and options in
subsequent periods. It is not possible to estimate the amount, and
therefore the impact, of future inflows and outflows of Units.
<page> The Partnership did not accept any subscriptions for
investments or exchanges from other Charter Series of Funds for
the September 30, 2006 and October 31, 2006 month-end closings.

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 nine month periods ended September
30, 2006 and 2005, and a general discussion of its trading
activities during each period.  It is important to note, however,
that the Trading Advisor trades in various markets at different
times and that prior activity in a particular market does not mean
that such market will be actively traded by the Trading Advisor or
will be profitable in the future. Consequently, the results of
<page> operations of the Partnership are difficult to discuss
other than in the context of the Trading Advisor's trading
activities on behalf of the Partnership during the period in
question. Past performance is no guarantee of future results.

The Partnership?s results of operations set forth in the financial
statements on pages 2 through 15 of this report are prepared in
accordance with accounting principles generally accepted in the
United States of America, which require the use of certain
accounting policies that affect the amounts reported in these
financial statements, including the following:  The contracts the
Partnership trades are accounted for on a trade-date basis and
marked to market on a daily basis.  The difference between their
cost and market value is recorded on the Statements of Operations
as ?Net change in unrealized trading profit (loss)? for open
(unrealized) contracts, and recorded as ?Realized trading profit
(loss)? when open positions are closed out.  The sum of these
amounts constitutes the Partnership?s trading results.  The market
value of a futures contract is the settlement price on the
exchange on which that futures contract is traded on a particular
day.  The value of foreign currency forward contracts is based on
the spot rate as of the close of business. Interest income, as
well as management fees, incentive fees, and brokerage fees
expenses of the Partnership are recorded on an accrual basis.

<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 Three and Nine Months Ended September 30, 2006
The Partnership recorded total trading results including interest
income totaling $(1,833,220) and expenses totaling $884,827,
resulting in a net loss of $2,718,047 for the three months ended
September 30, 2006.  The Partnership?s net asset value per Unit
decreased from $10.67 at June 30, 2006 to $10.04 at September 30,
2006.

The most significant trading losses of approximately 4.9% were
recorded in the global interest rate futures markets, during
July, from short positions in U.S., German, and Canadian fixed-
income futures as prices reversed higher on significant
geopolitical concerns after North Korea conducted long-range
missile tests, terrorist bombings aboard commuter trains in
Bombay, India and fears of an escalating conflict between Israel
and Lebanon.  In addition, prices were boosted by U.S. Federal
Reserve Chairman Ben Bernanke?s testimony before Congress, which
eased fears of accelerating inflation and suggested that interest
rate increases would possibly come to a pause at the August U.S.
Federal Reserve meeting, as well as news that the European <page>
Central Bank, and the Bank of Canada kept interest rates
unchanged. Further losses were recorded in August from short
positions in U.S., Japanese, Australian, and Canadian fixed-
income futures as prices increased on higher demand amid concerns
of a slowing global economy and news that Iran would continue its
nuclear research program. U.S. interest rate futures prices were
also pressured higher by government reports showing weaker-than-
expected U.S. economic data and soft inflation data. Meanwhile,
Canadian fixed-income futures prices rose after data suggested
that the Canadian Gross Domestic Product grew at its slowest pace
in more than a year. Elsewhere in the global interest rate
sector, Japanese fixed-income futures prices increased after
lower-than-expected inflation data dampened expectations for an
interest rate hike by the Bank of Japan in the near-future, while
Australian fixed-income futures were buoyed by the release of an
economic report showing consumer confidence in Australia had its
biggest monthly decline since 1989 and on fears that the
Australian economy may weaken in tandem with falling commodity
prices. In the currency markets, losses of approximately 2.0%
were incurred during July from short positions in the Mexican
peso and Turkish lira against the euro and U.S. dollar as the
value of the Mexican peso and Turkish lira moved higher on
investor optimism regarding the future of the Mexican and Turkish
economies. Additionally, the euro moved lower after the European
Central Bank decided to keep its interest rate unchanged.  <page>
Additional losses were incurred from short positions in the
British pound versus the Swedish krona as the value of the
British pound strengthened on solid housing and consumer-price
data out of the United Kingdom and short positions in the
Australian dollar against the Swiss franc as the value of the
Australian dollar moved higher amid expectations of another
interest rate hike by the Reserve Bank of Australia. Finally,
losses in the currency markets were incurred from short positions
in the New Zealand dollar versus the Japanese yen, euro, and U.S.
dollar as the value of the New Zealand dollar strengthened in
July and August amid speculation that the Reserve Bank of New
Zealand will continue to raise interest rates. Within the energy
sector, losses of approximately 0.6% were experienced during
August and September from long futures positions in crude oil and
its related products as prices reversed lower after remarks by
the U.S. Department of Energy Secretary Samuel Bodman suggested
there were adequate supplies to make up for the loss of output
due to British Petroleum's recent pipeline shutdown in Alaska.
Prices were pressured lower after reports of a terrorist plot to
attack U.S.-bound flights from the United Kingdom increased
concerns that demand for oil might weaken as consumers might cut
back on airline travel plans over safety concerns.  Prices
continued to move lower toward the latter half of August and into
September after news of an official cease-fire between Israel and
Hezbollah militants in Lebanon and OPEC reduced its 2006 oil
<page> demand growth forecast. A portion of the Partnership?s
overall losses for the quarter was offset by gains of
approximately 1.4% in the global stock index futures markets,
primarily during September, from long positions in European
equity index futures as prices increased amid falling oil prices.
Additionally, Spanish equity index futures prices moved
significantly higher on merger and acquisition activity in the
utility sector, while German equity index futures rose after the
European Central Bank decided to leave interest rates unchanged.
Elsewhere in the global stock index sector, gains were
experienced, primarily during July and August, from long
positions in Hong Kong equity index futures as prices increased
on an optimistic economic outlook for the region after Gross
Domestic Product in China surged to 10.9% in the first six months
of this year and strong corporate earnings. Additional gains of
approximately 0.6% were experienced in the metals markets from
long positions in nickel futures during July and August as prices
trended higher on reports of weak global stockpiles, consistently
strong global demand, and lower-than-forecasted production.  In
addition, prices were boosted by news of labor disputes at mining
facilities in Canada. Smaller gains of approximately 0.1% were
experienced within the agricultural markets during July and
August from short positions in soybeans and soybean meal futures
as prices fell sharply amid slow export sales, drought-breaking
rains and cooler temperatures in the U.S. Midwest.
<page> The Partnership recorded total trading results including
interest income totaling $1,115,801 and expenses totaling
$2,778,483, resulting in a net loss of $1,662,682 for the nine
months ended September 30, 2006. The Partnership?s net asset
value per Unit decreased from $10.46 at December 31, 2005 to
$10.04 at September 30, 2006.

The most significant trading losses of approximately 8.5% were
recorded in the currency markets from long U.S. dollar positions
versus the Czech koruna, Norwegian krone, Swiss franc, Swedish
krona, and Singapore dollar as the U.S. dollar?s value reversed
lower against these currencies during January on speculation that
China, with a massive U.S. dollar reserve, would diversify some
of its assets into other currencies.  Additional losses in the
currency markets were experienced during March from long
positions in the Mexican peso versus the U.S. dollar as the value
of the peso weakened on political uncertainty in Mexico, as well
as during May from long positions in the Turkish lira and Mexican
peso relative to the U.S. dollar as the value of these currencies
declined sharply amid political uncertainty.  Additional losses
of approximately 1.1% were incurred in the agricultural complex
from short positions in live cattle futures during May as prices
reversed higher after news that South Korea would resume U.S.
beef imports.  Long positions in wheat and corn futures also
recorded losses as prices moved lower during the first half of
<page> June on favorable weather forecasts in the U.S. wheat and
corn belts and reports from the U.S. Department of Agriculture
showing improved crop conditions.  Smaller losses of
approximately 0.6% were incurred in the energy sector during
February from long futures positions in unleaded gasoline as
prices declined after Chinese government authorities announced
that China would place an emphasis on prospecting alternative
energy sources in the future, reports of larger-than-expected
supplies, and mild weather in the U.S. Northeast.  Further losses
in the energy markets were recorded during March from short
positions in unleaded gasoline futures as prices strengthened
early in the month on supply fears fueled by news of geopolitical
tensions in Nigeria and Iran. Elsewhere in the energy sector,
losses were experienced during August and September from long
futures positions in crude oil and its related products as prices
reversed lower after remarks by the U.S. Department of Energy
Secretary Samuel Bodman suggested there were adequate supplies to
make up for the loss of output due to British Petroleum's recent
pipeline shutdown in Alaska.  Prices were pressured lower after
reports of a terrorist plot to attack U.S.-bound flights from the
United Kingdom increased concerns that demand for might may
weaken as consumers might cut back on airline travel plans over
safety concerns.  Prices continued to move lower toward the
latter half of August and into September after news of an
official cease-fire between Israel and Hezbollah militants in
<page> Lebanon and OPEC reduced its 2006 oil demand growth
forecast.  A portion of the Fund?s losses for the first nine
months of the year was offset by gains of approximately 7.2%
experienced in the metals sector from long copper, zinc, and
nickel futures positions as base metals prices rallied sharply to
record highs amid strong global industrial demand from the U.S.,
China, and India.  Elsewhere in the metals markets, gains were
achieved from long futures positions in silver and gold as
precious metals prices reached 26-year highs in May on persistent
demand from foreign central banks. Additional gains were
experienced from long positions in nickel futures during July and
August as prices trended higher on reports of weak global
stockpiles, consistently strong global demand, and lower-than-
forecasted production. Within the global stock index sector,
gains of approximately 1.1% were recorded, during January and
March, from long positions in European, U.S., Hong Kong, South
African, and Australian stock index futures as global equity
prices trended higher during the first quarter on strong
corporate earnings, and solid economic data. During September,
additional gains were recorded from long positions in European
equity index futures as prices increased amid falling oil prices.
Spanish equity index futures prices moved significantly higher on
merger and acquisition activity in the utility sector, while
German equity index futures rose after the European Central Bank
decided to leave interest rates unchanged. Elsewhere in the
<page> global stock index sector, gains were experienced
throughout the third quarter from long positions in Hong Kong
equity index futures as prices increased on an optimistic
economic outlook for the region after Gross Domestic Product in
China surged to 10.9% in the first six months of this year and
strong corporate earnings. Smaller gains of approximately 0.9%
were experienced in the global interest rate sector from short
positions in U.S. and European interest rate futures as global
bond prices trended lower during the first half of the year amid
strength in regional equity markets and investor sentiment that
interest rates in the United States and the European Union would
rise.

For the Three and Nine Months Ended September 30, 2005
The Partnership recorded total trading results including interest
income totaling $3,866,585 and expenses totaling $1,015,617,
resulting in net income of $2,850,968 for the three months ended
September 30, 2005.  The Partnership?s net asset value per Unit
increased from $9.68 at June 30, 2005 to $10.24 at September 30,
2005.

The most significant trading gains of approximately 8.8% were
recorded in the global stock index futures markets, primarily
during July and September from long positions in Pacific Rim,
European, and South African equity index futures.  During July,
<page> long positions in Pacific Rim and European stock index
futures benefited as prices increased on positive economic data
out of the U.S. and Japan.  Prices continued to strengthen after
China reformed its U.S. dollar currency peg policy, leading
market participants to conclude that a revaluation in the Chinese
yuan would likely ease trade tensions between China, the U.S.,
Europe, and Japan.  Finally, strong corporate earnings out of the
European Union and the U.S. resulted in optimistic investor
sentiment and pushed prices higher.  During September, long
positions in Japanese stock index futures experienced gains as
prices moved sharply higher on positive comments from Bank of
Japan Governor Toshihiko Fukui, who said the Japanese economy was
in the process of emerging from a soft patch as demonstrated by
rising production, improving business sentiment, and a sustained
upturn in consumer spending.  Additional sector gains resulted
from long positions in European stock index futures as equity
prices rose amid a drop in oil prices and as investors embraced
signs that the global economy could move forward despite
Hurricane Katrina's devastation of the U.S. Gulf Coast.
Elsewhere in the global stock index futures markets, gains were
experienced during July and September from long positions in
South African equity index futures as prices moved higher on
continued strength in gold prices and optimism that the business
climate in South Africa would continue to improve.  In the energy
markets, gains of approximately 3.3% were recorded during July
<page> from long positions in crude oil and unleaded gasoline as
prices surged during the first week of the month on possible
supply disruptions from Hurricane Dennis.  Prices continued to
move higher toward the end of the month after news of several
refinery fires in Texas and Louisiana, declining U.S.
inventories, and passage by the U.S. Congress of President Bush?s
energy bill.  Then in August, further gains were recorded from
long positions in crude oil and its related products, and natural
gas as prices climbed higher throughout the month on supply and
demand concerns.  After Hurricane Katrina struck the Gulf of
Mexico, prices advanced further to touch record highs amid
concerns for heavily damaged, or even possibly destroyed
refineries and production facilities. Within the currency
markets, gains of approximately 0.9% were experienced during
August and September from long positions in the Canadian dollar
relative to the Japanese yen, euro, and the U.S. dollar as the
Canadian dollar increased against most of its major rivals amid
strength in the equity markets and the Bank of Canada?s decision
to raise its key interest rate for the first time in 11 months.
Smaller gains of approximately 0.5% were experienced in the
metals markets, from long positions in copper futures during July
and September as prices trended higher amid consistent strong
demand from China.  Elsewhere in the metals markets, long
positions in gold futures recorded gains during September as
prices increased sharply as fears of inflation and the long-term
<page> economic effect of higher energy prices.  A portion of the
Partnership?s overall gains for the quarter was offset by losses
of approximately 5.1% in the global interest rate futures markets
from both long and short positions in European, Japanese, U.S.,
and Canadian fixed-income futures as prices moved without
consistent direction amid conflicting economic data, uncertainty
regarding the future interest rate policy of the U.S., European
Union and Canada, and volatility in energy prices. Smaller
Partnership losses of approximately 1.0% were experienced within
the agricultural markets during July and August from long futures
positions in corn after prices declined from heavy rainfall in
the U.S. growing regions and forecasts for increases in supply.
Elsewhere in the agricultural markets, losses were incurred from
futures positions in soybean meal and cotton as prices moved in a
trendless pattern amid conflicting news regarding supply and
demand.

The Partnership recorded total trading results including interest
income totaling $1,280,419 and expenses totaling $3,320,252,
resulting in a net loss of $2,039,833 for the nine months ended
September 30, 2005. The Partnership?s net asset value per Unit
decreased from $10.52 at December 31, 2004 to $10.24 at September
30, 2005.

The most significant trading gains of approximately 7.7% were
recorded in the global stock index futures markets during <page>
February from long positions in Pacific Rim and European equity
index futures as equity prices moved higher early in the month
amid the elections in Iraq and lower-than-expected unemployment
data out of the U.S.  Pacific Rim equity index futures prices
were also pushed higher when positive economic data painted a
brighter picture of the Far East Region?s economy. Further gains
were recorded from long positions in European and South African
equity index futures during May and June as prices finished
higher amid weakness in the euro and the South African rand.
During July and September, gains resulted from long positions in
Pacific Rim, European, and South African equity index futures.
In July, long positions in Pacific Rim and European stock index
futures benefited as prices increased on positive economic data
out of the U.S. and Japan.  Prices continued to strengthen after
China reformed its U.S. dollar currency peg policy, leading
market participants to conclude that a revaluation in the Chinese
yuan would likely ease trade tensions between China, the U.S,
Europe, and Japan.  Finally, strong corporate earnings out of the
European Union and the U.S. resulted in optimistic investor
sentiment and pushed prices higher.  During September, long
positions in Japanese stock index futures experienced gains as
prices moved sharply higher on positive comments from Bank of
Japan Governor Toshihiko Fukui, who said the Japanese economy was
in the process of emerging from a soft patch.  Additional sector
gains resulted from long positions in European stock index <page>
futures as equity prices rose amid declining oil prices and as
investors embraced signs that the global economy could move
forward despite Hurricane Katrina's devastation of the U.S. Gulf
Coast.  Elsewhere in the global stock index futures markets,
gains were experienced during July and September from long
positions in South African equity index futures as prices moved
higher on continued strength in gold prices and optimism that the
business climate in South Africa would continue to improve.
Within the energy markets, gains of approximately 3.7% were
recorded during February and March from long futures positions in
crude oil and its related products as prices trended higher amid
news of increased demand from China, fears of terror attacks
against production facilities in the Middle East, cold weather in
the Northeastern U.S., and predictions from analysts at Goldman
Sachs that oil prices could reach $105 a barrel.  Then in June,
gains were recorded during from long positions in energy futures
as prices moved higher amid concerns that production facilities
in the Gulf of Mexico would be affected by a newly formed
tropical storm and news of weak supply.  During July, gains were
recorded from long positions in crude oil and unleaded gasoline
as prices surged during the first week of the month on possible
supply disruptions from Hurricane Dennis.  Prices continued to
move higher toward the end of the month after news of several
refinery fires in Texas and Louisiana, declining U.S.
inventories, and passage by the U.S. Congress of President Bush?s
<page> energy bill.  Then in August, further gains were recorded
from long positions in crude oil and its related products, and
natural gas as prices climbed higher throughout the month on
supply and demand concerns.  After Hurricane Katrina struck the
Gulf of Mexico, prices advanced further to touch record highs
amid concerns for heavily damaged, or even possibly destroyed,
refineries and production facilities. Within the global interest
rate futures markets, gains of approximately 2.2% were
experienced during January and March from long positions in
European bond futures as prices trended higher amid a steady
stream of weak economic data from the major countries of the
European Union.  Then in May, further gains were recorded from
long positions in European interest rate futures as prices
increased early in the month as investors sought the safe-haven
of fixed-income investments due to speculation that certain hedge
funds might have experienced significant losses.  Prices then
continued to strengthen after European Central Bank
representatives publicly rejected calls for increases in European
interest rates and after French voters rejected the European
Union constitution.  During June, additional gains were recorded
from long positions in European interest rate futures as prices
trended higher throughout the month due to European Central Bank
officials? decision to keep key interest rates unchanged.  A
portion of the Partnership?s overall gains for the first nine
months of the year was offset by losses of approximately 4.7% in
<page> the currency markets, primarily during January, from short
U.S. dollar positions relative to the euro, South African rand,
Japanese yen, Swiss franc, Czech koruna, and Swedish krona as the
value of the U.S. dollar reversed sharply higher in what many
analysts described as a ?corrective? move after its decline
during the fourth quarter of 2004.  This increase in the value of
the U.S. dollar was attributed to data released by the U.S.
Treasury Department which showed that November's investment
inflows to the U.S. were ample to cover that month?s record trade
deficit.  Speculation that U.S. interest rates were likely to
continue to rise, and fears that the re-evaluation of the Chinese
yuan was farther away than expected, also boosted the U.S.
dollar.  Further losses in the currency markets were incurred
during March from long positions in the Polish zloty versus the
U.S. dollar as the value of the Polish currency moved lower amid
weak economic data out of that country.  Additional losses were
experienced from long positions in the South African rand,
Singapore dollar, and the euro relative to the U.S. dollar as the
value of the U.S. dollar reversed sharply higher leading up to
and after the U.S. Federal Reserve's announcement of a quarter-
point increase in the federal funds? rate.   During May, long
positions in the euro against the U.S. dollar resulted in losses
as the value of the U.S. dollar increased after China downplayed
rumors of a move toward a flexible exchange rate.  Later in the
month, weak economic data and geopolitical uncertainty due to
<page> French voters rejecting the European Union constitution
resulted in the value of the euro weakening further.  Additional
losses of approximately 4.4% were recorded in the agricultural
markets during the first and second quarter from positions in the
soybean complex, wheat, corn, and cotton as prices moved without
consistent direction amid conflicting news regarding supply and
demand.  Long futures positions in corn resulted in additional
losses during July and August when prices declined after heavy
rainfall in the U.S. growing regions and forecasts for increases
in supply increases. Smaller losses during the third quarter were
incurred from futures positions in the soybean complex and cotton
as a result of ?whipsawing? in market prices.  In the metals
markets, losses of approximately 1.0% were recorded during April
and July from long futures positions in aluminum, lead, and zinc
as prices declined due to fears of decreased demand from China
and strength in the U.S. dollar.  Elsewhere in the metals
markets, losses were recorded during June from long positions in
silver as prices finished lower.

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
<page> 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 and losses on off-exchange-traded
forward currency contracts are settled upon termination of the
contract.  However, the Partnership is required to meet margin
requirements equal to the net unrealized loss on open contracts
in the Partnership accounts with the counterparty, which is
accomplished by daily maintenance of the cash balance in a
custody account held at Morgan Stanley DW for the benefit of MS &
Co.

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

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

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

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

<page>
Quantifying the Partnership?s Trading Value at Risk
The following quantitative disclosures regarding the Partnership?s
market risk exposures contain ?forward-looking statements? within
the meaning of the safe harbor from civil liability provided for
such statements by the Private Securities Litigation Reform Act of
1995 (set forth in Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934).  All
quantitative disclosures in this section are deemed to be forward-
looking statements for purposes of the safe harbor, except for
statements of historical fact.

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

The Partnership?s risk exposure in the market sectors traded by
the Trading Advisor is estimated below in terms of VaR. The
Partnership estimates VaR using a model based upon historical
simulation (with a confidence level of 99%) which involves
constructing a distribution of hypothetical daily changes in the
value of a trading portfolio.  The VaR model takes into account
linear exposures to risks including equity and commodity prices,
interest rates, foreign exchange rates, and correlation among
<page> these variables.  The hypothetical changes in portfolio
value are based on daily percentage changes observed in key
market indices or other market factors (?market risk factors?) to
which the portfolio is sensitive.  The one-day 99% confidence
level of the Partnership?s VaR corresponds to the negative change
in portfolio value that, based on observed market risk factors,
would have been exceeded once in 100 trading days, or one day in
100. VaR typically does not represent the worst case outcome.
Demeter uses approximately four years of daily market data (1,000
observations) and re-values its portfolio (using delta-gamma
approximations) for each of the historical market moves that
occurred over this time period.  This generates a probability
distribution of daily ?simulated profit and loss? outcomes.  The
VaR is the appropriate percentile of this distribution.  For
example, the 99% one-day VaR would represent the 10th worst
outcome from Demeter?s simulated profit and loss series.

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

VaR models, including the Partnership?s, are continually evolving
as trading portfolios become more diverse and modeling techniques
<page> and systems capabilities improve.  Please note that the
VaR model is used to numerically quantify market risk for
historic reporting purposes only and is not utilized by either
Demeter or the Trading Advisor in their daily risk management
activities.  Please further note that VaR as described above may
not be comparable to similarly-titled measures used by other
entities.

The Partnership?s Value at Risk in Different Market Sectors
The following table indicates the VaR associated with the
Partnership?s open positions as a percentage of total Net Assets
by primary market risk category at September 30, 2006 and 2005.
The Partnership?s VaR at September 30, 2006 was zero for all
market categories except Currency, because its open positions have
been offset.  At September 30, 2006 and 2005, the Partnership?s
total capitalization was approximately $41 million and $49
million, respectively.

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

Currency	(0.04)%	(1.19)%
Interest Rate                    -	(1.18)
Equity				       -				   (2.54)

Commodity				       -				   (1.13)

Aggregate Value at Risk	     (0.04)%			   (3.51)%



<page> 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 October 1, 2005 through September 30, 2006.

Primary Market Risk Category        High      Low      Average
Currency	(1.60)%	(0.04)%	(0.77)%

Interest Rate	(1.83)	      -	(0.95)

Equity	(3.09)	      -	(1.47)

Commodity	(0.70)	      -	(0.50)

Aggregate Value at Risk	(4.36)%	(0.04)%	(2.50)%
<page>
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;
*	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.

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

The VaR tables provided present the results of the Partnership?s
VaR for each of the Partnership?s market risk exposures and on an
aggregate basis at September 30, 2005 and for the four quarter-end
reporting periods from October 1, 2005 through September 30, 2006.
VaR is not necessarily representative of the Partnership?s
historic risk, nor should it be used to predict the Partnership?s
future financial performance or its ability to manage or monitor
risk.  There can be no assurance that the Partnership?s actual
losses on a particular day will not exceed the VaR amounts
indicated above or that such losses will not occur more than once
in 100 trading days.

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

The Partnership also maintains a substantial portion of its
available assets in cash at Morgan Stanley DW; as of September 30,
2006, such amount is 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 <page>
management income. This cash flow risk is not considered to be
material.

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

Qualitative Disclosures Regarding Primary Trading Risk Exposures
The following qualitative disclosures regarding the Partnership?s
market risk exposures - except for (A) those disclosures that are
statements of historical fact and (B) the descriptions of how the
Partnership manages its primary market risk exposures - constitute
forward-looking statements within the meaning of Section 27A of
the Securities Act and Section 21E of the Securities Exchange Act.
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
<page> 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 was the only trading risk exposure of the
Partnership at September 30, 2006.  It may be anticipated,
however, that this market exposures will vary materially over
time.

Currency.  The Partnership?s currency market exposure at
September 30, 2006 was 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.  At September 30, 2006, the
Partnership?s exposure was 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.

Qualitative Disclosures Regarding Non-Trading Risk Exposure
The following was the only non-trading risk exposure of the
Partnership at September 30, 2006:
<page>
Foreign Currency Balances. The Partnership?s primary foreign
currency balances at September 30, 2006 were in euros, Hong
Kong dollars, British pounds, South African rand, Australian
dollars, Canadian dollars, Swedish kronor, Japanese yen, and
Swiss francs.  The Partnership controls the non-trading risk
of foreign currency balances by regularly converting them
back into U.S. dollars upon liquidation of their respective
positions.


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

Demeter monitors and controls the risk of the Partnership?s non-
trading instrument, cash.  Cash is the only Partnership investment
directed by Demeter, rather than the Trading Advisor.

<page>
Item 4.	CONTROLS AND PROCEDURES
   (a)	As of the end of the period covered by this quarterly
report, the President and Chief Financial Officer of
Demeter, the general partner of the Partnership, have
evaluated the effectiveness of the Partnership?s
disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) of the Exchange Act), and have
judged such controls and procedures to be effective.

(b)	There have been no material changes during the period
covered by this quarterly report in the Partnership?s
internal control over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f) of the Exchange Act) or in
other factors that could significantly affect these
controls subsequent to the date of their evaluation.




<page> PART II.  OTHER INFORMATION
Item 1A. RISK FACTORS
There have been no material changes from the risk factors
previously referenced in the Partnership?s Report on Form 10-K for
the fiscal year ended December 31, 2005 and the Partnership?s
Reports on Form 10-Q for the quarters ended March 31, 2006 and
June 30, 2006.
<table>
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
	   PROCEEDS

					 SEC
Registration Statement on Form S-1  Units Registered   Effective Date        File Number
                                 <c>                                       <c>             	<c>
Initial Registration	3,000,000.000	      November 6, 1998	333-60103
Additional Registration	6,000,000.000	     March 27, 2000	333-91569
Additional Registration	10,000,000.000	     February 26, 2003	  333-103170
Additional Registration	  2,000,000.000	     April 28, 2004	333-113893
Total Units Registered    21,000,000.000

Units sold through 9/30/06      11,387,097.110
Units unsold through 9/30/06   __9,612,902.890

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

For September 30, 2006 and October 31, 2006 month-end closings,
Units of the Partnership were not offered, and the Partnership did
not accept any exchanges of Units from any other Charter Series of
Funds.
<page> The aggregate price of the Units sold through September 30,
2006 was $118,748,770.

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.  On September 22, 2006, the following individual was
elected as a Director of Demeter.  Jacques Chappuis, age 37, is a
Director of Demeter, and will be a principal of Demeter, pending
approval by and registration with the National Futures
Association.  Mr. Chappuis is a Managing Director of Morgan
Stanley and Head of Alternative Investments for the Global Wealth
Management Group.  Prior to joining Morgan Stanley in 2006, Mr.
Chappuis was Head of Alternative Investments for Citigroup?s
Global Wealth Management Group and prior to that a Managing
Director at Citigroup Alternative Investments.  Before joining
Citigroup, Mr. Chappuis was a consultant at the Boston Consulting
Group, where he focused on the financial services sector, and a
corporate finance Associate at Bankers Trust Company.  Mr.
Chappuis received a B.A. degree in finance from Tulane University
<page> in 1991 and an MBA in finance, with honors, from the
Columbia University Graduate School of Business in 1998.

On November 6, 2006, Mr. Kevin Perry resigned his position as
Chief Financial Officer of Demeter effective November 7, 2006.

On November 7, 2006, the Board of Directors of Demeter appointed
Mr. Lee Horwitz as the Chief Financial Officer of Demeter.  Lee
Horwitz, age 55, is the Chief Financial Officer of Demeter, and
will be a principal of Demeter, pending approval by and
registration with the National Futures Association.  Mr. Horwitz
currently serves as an Executive Director and Controller within
the Global Wealth Management Group at Morgan Stanley.  Mr.
Horwitz joined Morgan Stanley in March 1984 and has held a
variety of positions throughout Morgan Stanley?s organization
during his tenure.  Mr. Horwitz received a B.A. degree from
Queens College and an MBA from Rutgers University.  Mr. Horwitz
is a Certified Public Accountant.

Other.  Effective October 13, 2006, Morgan Stanley Charter
Millburn L.P. was renamed to Morgan Stanley Charter WCM L.P.

Effective December 1, 2006, the monthly management fee will be
paid to Winton at a rate equal to 1/12 of 2% (a 2% annual rate)
<page> of the Partnership?s Net Assets as of the first day of
each month.

Effective December 1, 2006, the Partnership will pay Winton a
monthly incentive fee of 20% of trading profits earned by the
Partnership as of the end of each calendar month.  The incentive
fee period will begin for Winton from the date the Partnership
begins to receive trading advice from Winton to the end of the
calendar month as of which the incentive fee calculation is being
made.  The Partnership will pay incentive fees based upon the
performance of Winton beginning December 1, 2006 without regard
to any losses incurred by the prior Trading Advisor.


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 WCM L.P.
                     (Registrant)

                     By: Demeter Management Corporation
                         (General Partner)

November 14, 2006    By:/s/Lee Horwitz
                           Lee Horwitz
                           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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