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

	FORM 10-Q


[X]	Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended June 30, 2005 or

[ ]	Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from               to


Commission File Number 0-25605

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


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


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

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





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


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

Yes    X       	No

Indicate by check-mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Exchange Act).

Yes            No    X


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

	INDEX TO QUARTERLY REPORT ON FORM 10-Q

	June 30, 2005

<caption>

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

				<c>
		Statements of Financial Condition as of June 30, 2005
		(Unaudited) and December 31, 2004...........................2

		Statements of Operations for the Three and Six Months
		Ended June 30, 2005 and 2004 (Unaudited)....................3

		Statements of Changes in Partners? Capital for the
	  Six Months Ended June 30, 2005 and 2004 	(Unaudited)........ 4

		Statements of Cash Flows for the Six Months
		Ended June 30, 2005 and 2004 (Unaudited)................... 5

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

Item 2. Management's Discussion and Analysis of
		   Financial Condition and Results of Operations........13-27

Item 3. Quantitative and Qualitative Disclosures about
		   Market Risk.........................................28-41

Item 4. Controls and Procedures.............................41-42


PART II. OTHER INFORMATION

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

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

Item 6. Exhibits.............................................44-46
</table>


<page> <table> PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

	MORGAN STANLEY CHARTER MILLBURN L.P.
	STATEMENTS OF FINANCIAL CONDITION
<caption>
				   June 30,	December 31,
				         2005       	       2004
				  $	$
				(Unaudited)
ASSETS

			<c>	<c>
Equity in futures interests trading accounts:
	Cash		50,845,158	58,204,901

	Net unrealized gain on open contracts (MS&Co.)	3,545,427      	      3,182,764
	Net unrealized gain (loss) on open contracts (MSIL)	    (383,228)	      114,741

		Total net unrealized gain on open contracts                	    3,162,199	   3,297,505

		Total Trading Equity	54,007,357	61,502,406

Subscriptions receivable	499,334	1,100,388
Interest receivable (Morgan Stanley DW)	      112,818	          92,043

		Total Assets	   54,619,509	   62,694,837

LIABILITIES AND PARTNERS' CAPITAL

Liabilities

Redemptions payable	2,817,223	1,689,928
Accrued brokerage fees (Morgan Stanley DW)	268,820	315,431
Accrued management fees	       86,022	         100,938

		Total Liabilities	  3,172,065	       2,106,297

Partners' Capital

Limited Partners (5,245,832.164 and
	5,693,351.324 Units, respectively)	50,796,770	59,881,786
General Partner (67,195.701 Units)	      650,674	         706,754

		Total Partners' Capital	   51,447,444	    60,588,540

		Total Liabilities and Partners' Capital	   54,619,509	    62,694,837


NET ASSET VALUE PER UNIT	            9.68	             10.52

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

<caption>
   For the Three Months	                          For the Six
Months
  	                 Ended June 30,      	                          Ended June
30,


     2005   	        2004    	    2005   	    2004
                                                                                  $	               $		     $	 	 $

	<c>	<c>		<c>	   <c>
INVESTMENT INCOME
	Interest income (Morgan Stanley DW)	   336,519		      154,299 		   640,158		          306,227

EXPENSES
	Brokerage fees (Morgan Stanley DW)	826,291	1,027,159	1,745,935		2,102,349
	Management fees	         264,415	        328,691	       558,700		      672,751

		   Total Expenses 	  1,090,706	      1,355,850	   2,304,635		     2,775,100

NET INVESTMENT LOSS 	   (754,187)	   (1,201,551)	  (1,664,477)		  (2,468,873)

TRADING RESULTS
Trading profit (loss):
	Realized	 (2,867,739)	(8,705,929)	(3,091,018)		(4,077,667)
	Net change in unrealized	    3,619,923	     (2,296,829) 	   (135,306) 	     (3,659,252)

	            Total Trading Results	     752,184	  (11,002,758)	    (3,226,324)		  (7,736,919)

NET LOSS                                                               (2,003)		  (12,204,309)	   (4,890,801)		 (10,205,792)

NET INCOME (LOSS) ALLOCATION

	Limited Partners	(2,868)	  (12,072,766)	(4,834,721)		(10,096,327)
	General Partner 	865	(131,543)	(56,080)		(109,465)


NET INCOME (LOSS) PER UNIT

	Limited Partners                                                  	0.01                        (1.96)	 (0.84)		(1.62)
	General Partner                                                      0.01	                        (1.96)	 (0.84)		(1.62)



<fn>






The accompanying notes are an integral part
	of these financial statements.
</table>
<page> <table> MORGAN STANLEY CHARTER MILLBURN L.P.
	STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
	For the Six Months Ended June 30, 2005 and 2004
	(Unaudited)




<caption>


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

			<c>	<c>	<c>	<c>
Partners? Capital,
	December 31, 2003	5,840,215.439	64,188,800	687,198	64,875,998

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

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

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

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




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

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

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

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

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





<fn>

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

</table>


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

<caption>



				    For the Six Months Ended June 30,

				       2005      	       2004
				$	$

CASH FLOWS FROM OPERATING ACTIVITIES

			<c>	<c>
Net loss		(4,890,801)	(10,205,792)
Noncash item included in net loss:
	Net change in unrealized	135,306	3,659,252

Increase in operating assets:
	Interest receivable (Morgan Stanley DW)	(20,775)	(2,990)

Decrease in operating liabilities:
	Accrued brokerage fees (Morgan Stanley DW)	(46,611)	(3,614)
	Accrued management fees	        (14,916)	         (1,157)

Net cash used for operating activities	   (4,837,797)	   (6,554,301)


CASH FLOWS FROM FINANCING ACTIVITIES

Cash received from offering of Units	3,882,839	16,842,881

Cash paid from redemptions of Units	   (6,404,785)	    (12,647,034)

Net cash provided by (used for) financing activities	   (2,521,946)	       4,195,847

Net decrease in cash	(7,359,743)	(2,358,454)

Balance at beginning of period	    58,204,901	      59,756,846

Balance at end of period	    50,845,158	      57,398,392






<fn>


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

</table>


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

June 30, 2005

(Unaudited)


The unaudited financial statements contained herein include, in the
opinion of management, all adjustments necessary for a fair
presentation of the results of operations and financial condition
of Morgan Stanley Charter Millburn L.P. (the ?Partnership?).  The
financial statements and condensed notes herein should be read in
conjunction with the Partnership's December 31, 2004 Annual Report
on Form 10-K.  Certain reclassifications have been made to the
prior year?s financial statements to conform to the current year
presentation.  Such reclassifications have no impact on the
Partnership?s reported net income (loss).

1.  Organization
Morgan Stanley Charter Millburn L.P. is a Delaware limited
partnership organized in 1998 to engage primarily in the
speculative trading of futures contracts, options on futures
contracts, and forward contracts on physical commodities and other
commodity interests, including, but not limited to, foreign
currencies, financial instruments, metals, energy, and agricultural
products. The Partnership is one of the Morgan Stanley Charter
Series of funds, comprised of the Partnership, Morgan Stanley
Charter Campbell L.P., Morgan Stanley Charter Graham L.P., and
Morgan Stanley Charter MSFCM L.P.
<page> MORGAN STANLEY CHARTER MILLBURN L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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

2.  Related Party Transactions
The Partnership's cash is on deposit with Morgan Stanley DW, MS &
Co., and MSIL in futures, forwards, and options trading accounts to
meet margin requirements as needed.  Monthly, Morgan Stanley DW
pays the Partnership interest income equal to 100% of its average
daily funds held at Morgan Stanley DW at a rate equal to that
earned by Morgan Stanley DW on its U.S. Treasury bill investments.
In addition, Morgan Stanley DW pays interest received from MS & Co.
and MSIL with respect to such Partnership?s assets deposited as
margin.  The Partnership pays brokerage fees to Morgan Stanley DW.

Effective July 1, 2005, the monthly brokerage fee, payable by the
Partnership to Morgan Stanley DW, will be reduced to a flat-rate

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

of 1/12 of 6.00% of the Partnership?s Net Assets as of the first
day of each month (a 6.00% annual rate), from a flat-rate of 1/12
of 6.25% of the Partnership?s Net Assets as of the first day of
each month (a 6.25% annual rate).  Such fees currently cover all
brokerage fees, transaction fees and costs, and ordinary
administrative and offering expenses.

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

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

contract could not have been liquidated on such day due to the
operation of daily limits or other rules of the exchange, the
settlement price shall be the settlement price on the first
subsequent day on which the contract could be liquidated.  The
market value of off-exchange-traded contracts is based on the
fair market value quoted by the counterparty.

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

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




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

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

The net unrealized gains 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
	on Open Contracts	    Longest Maturities

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

Jun. 30, 2005	2,149,027	1,013,172	3,162,199	Apr. 2006	Sep. 2005
Dec. 31, 2004	2,593,008	  704,497	3,297,505	Dec. 2005	Mar. 2005

The Partnership has credit risk associated with counterparty non-
performance.  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

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

in value settled on a daily basis.  Morgan Stanley DW, MS & Co.,
and MSIL, each as a futures commission merchant for the
Partnership?s exchange-traded futures, forward, and futures-styled
options contracts, are required, pursuant to regulations of the
Commodity Futures Trading Commission (?CFTC?), to segregate from
their own assets, and for the sole benefit of their commodity
customers, all funds held by them with respect to exchange-traded
futures, forward, and futures-styled options contracts, including
an amount equal to the net unrealized gains (losses) on all open
futures, forward, and futures-styled options contracts, which
funds, in the aggregate, totaled $52,994,185 and $60,797,909  at
June 30, 2005 and December 31, 2004, 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


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

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.


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


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

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

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

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

Capital Resources.  The Partnership does not have, nor expects to
have, any capital assets.  Redemptions, exchanges, and sales of
units of limited partnership interest (?Unit(s)?) in the future
will affect the amount of funds available for investments in
futures, forwards, and options in subsequent periods. It is not
<page> possible to estimate the amount, and therefore the impact,
of future inflows and outflows of Units.

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

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

Results of Operations
General.  The Partnership?s results depend on the Trading Advisor
and the ability of the Trading Advisor?s trading program to take
advantage of price movements in the futures, forwards, and options
markets.  The following presents a summary of the Partnership's
operations for the three and six month periods ended June 30, 2005
and 2004, and a general discussion of its trading activities during
each period.  It is important to note, however, that the Trading
Advisor trades in various markets at different times and that prior
activity in a particular market does not mean that such market will
be actively traded by the Trading Advisor or will be profitable in
the future. Consequently, the results of operations of the
Partnership are difficult to discuss other than in the <page>
context of the Trading Advisor's trading activities on behalf of
the Partnership during the period in question. Past performance is
no guarantee of future results.

The Partnership?s results of operations set forth in the financial
statements on pages 2 through 12 of this report are prepared in
accordance with accounting principles generally accepted in the
United States of America, which require the use of certain
accounting policies that affect the amounts reported in these
financial statements, including the following:  The contracts the
Partnership trades are accounted for on a trade-date basis and
marked to market on a daily basis.  The difference between their
cost and market value is recorded on the Statements of Operations
as ?Net change in unrealized trading profit (loss)? for open
(unrealized) contracts, and recorded as ?Realized trading profit
(loss)? when open positions are closed out.  The sum of these
amounts constitutes the Partnership?s trading results.  The market
value of a futures contract is the settlement price on the exchange
on which that futures contract is traded on a particular day.  The
value of foreign currency forward contracts is based on the spot
rate as of the close of business. Interest income, as well as
management fees, incentive fees, and brokerage fees expenses of the
Partnership are recorded on an accrual basis.

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

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

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


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

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


For the Three and Six Months Ended June 30, 2004
The Partnership recorded total trading results including interest
income totaling $(10,848,459) and expenses totaling $1,355,850,
resulting in a net loss of $12,204,309 for the three months ended
June 30, 2004. The Partnership?s net asset value per Unit
decreased from $11.45 at March 31, 2004 to $9.49 at June 30,
2004.

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

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

The most significant trading losses of approximately 11.8% were
experienced in the currency markets from positions in the
Japanese yen versus the U.S. dollar. These losses were
experienced throughout the year from both long and short
positions in the Japanese yen relative to the U.S. dollar as the
value of the yen experienced significant short-term price
volatility due to conflicting economic data regarding a Japanese
economic recovery, uncertainty regarding a currency market
<page> intervention by the Bank of Japan, geopolitical concerns
stemming from terror warnings and instability in Iraq, and
uncertainty regarding the direction of the U.S. and the Japanese
interest rates.  Losses were also recorded from positions in the
Singapore dollar against the U.S. dollar as the value of the
Singapore dollar experienced significant ?whipsawing?
throughout the year in tandem with the Japanese yen.  Elsewhere
in the currency markets, losses were experienced in the Korean
won against the U.S. dollar as the value of the won also moved
without consistent direction throughout most of the year.
Smaller losses were recorded from positions in the euro and Czech
koruna versus the U.S. dollar, primarily during the first quarter
as the value of these currencies also moved in a trendless
pattern.  Within the global stock index markets, losses of
approximately 2.2% were incurred during April and May from long
positions in European equity index futures as prices drifted
lower amid the continuing difficulties in Iraq, fears of global
terrorism and concerns of higher interest rates. Within the
metals markets, losses of approximately 1.0% were generated
during April from long futures positions in gold as precious
metals prices weakened due to the strength in the U.S. dollar.  A
portion of the Partnership?s overall losses was offset by gains
of approximately 1.6% in the energy markets during February and
May from long positions in unleaded gasoline and crude oil
futures as prices trended higher amid fears of potential
terrorist attacks against Saudi Arabian oil facilities and
<page> disruptions in Iraqi oil production, falling inventory
levels, and uncertainty regarding production levels from OPEC.
Additional gains of approximately 1.2% were generated in the
global interest rate futures markets, primarily during February
and March from long positions in U.S. interest rate futures as
prices trended higher on speculation about European and U.S.
interest rate policy, uncertainty in global equity markets, and
safe-haven buying following a major terrorist attack in Madrid.
<page> Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK


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

The futures, forwards, and options traded by the Partnership
involve varying degrees of related market risk.  Market risk is
often dependent upon changes in the level or volatility of
interest rates, exchange rates, and prices of financial
instruments and commodities, factors that result in frequent
changes in the fair value of the Partnership?s open positions,
and consequently in its earnings, whether realized or unrealized,
and cash flow.  Gains and losses on open positions of exchange-
traded futures, forwards, and options are settled daily through
variation margin.  Gains 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
<page> accomplished by daily maintenance of the cash balance in a
custody account held at Morgan Stanley DW for the benefit of MS &
Co.

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

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

The Partnership?s past performance is no guarantee of its future
results.  Any attempt to numerically quantify the Partnership?s
market risk is limited by the uncertainty of its speculative
trading.  The Partnership?s speculative trading and use of
leverage may cause future losses and volatility (i.e., ?risk of
ruin?) that far exceed the Partnership?s experience to date
under the ?Partnership?s Value at Risk in Different Market
Sectors? <page> 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
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
<page> 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 revalues its portfolio (using delta-gamma
approximations) for each of the historical market moves that
occurred over this time period.  This generates a probability
distribution of daily ?simulated profit and loss? outcomes.  The
VaR is the appropriate percentile of this distribution.  For
example, the 99% one-day VaR would represent the 10th worst
outcome from Demeter?s simulated profit and loss series.

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

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

The Partnership?s Value at Risk in Different Market Sectors
The following table indicates the VaR associated with the
Partnership?s open positions as a percentage of total Net Assets by
primary market risk category at June 30, 2005 and 2004. At June 30,
2005 and 2004, the Partnership?s total capitalization was
approximately $51 million and $56 million, respectively.

Primary Market           June 30, 2005            June 30, 2004
Risk Category	  	     Value at Risk   	     Value at Risk

Interest Rate	(2.53)%	(0.96)%
Equity 	(2.31)	(0.95)
Currency	(1.24)	(1.76)
Commodity	(1.07)	(0.32)
Aggregate Value at Risk	(3.14)%	(2.05)%

<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, which 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 July 1, 2004 through June 30, 2005.

Primary Market Risk Category        High      Low      Average
Interest Rate	(2.53)%	(0.92)%	(1.62)%

Equity	(2.31)	(0.21)	(1.62)

Currency	(1.61)	(0.98)	(1.23)

Commodity	(1.09)	(0.45)	(0.84)

Aggregate Value at Risk           	(3.14)%	(2.65)%	(2.88)%
<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 June 30, 2005 and for the four quarter-end
reporting periods from July 1, 2004 through June 30, 2005.  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
(approximately 97% as of June 30, 2005) of its available assets
in cash at Morgan Stanley DW.  A decline in short-term interest
rates would result in a decline in the Partnership?s cash
management income. This cash flow risk is not considered to be
material.

<page> 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 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 <page> of the
Partnership.  Investors must be prepared to lose all or
substantially all of their investment in the Partnership.

The following were the primary trading risk exposures of the
Partnership at June 30, 2005, by market sector.  It may be
anticipated, however, that these market exposures will vary
materially over time.

Interest Rate. The primary market exposure of the Partnership at
June 30, 2005 was to the global interest rate sector.  Exposure
was primarily spread across the European, U.S., Japanese, and
Canadian interest rate sectors.  Interest rate movements directly
affect the price of the sovereign bond futures positions held by
the Partnership and indirectly affect the value of its 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 countries ?
e.g., Australia.  Demeter anticipates that the G-7 countries
interest rates will remain the primary interest rate exposure of
the Partnership for the foreseeable future.  The speculative
futures positions held by the Partnership may range from short to
<page> 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
June 30, 2005 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 June 30, 2005, the Partnership?s
primary exposures were to the FTSE 100 (United Kingdom), CAC 40
(France), DAX (Germany), IBEX 35 (Spain), Hang Seng, (China),
Euro Stoxx 50 (Europe), Taiwan STX (Taiwan), TOPIX (Japan), S&P
500 (U.S.), All Share (South Africa), NASDAQ 100 (U.S.), Nikkei
225 (Japan), SPI 200 (Australia), Russell 2000 (U.S.), and Dow
Jones (U.S.) stock indices.  The Partnership is primarily exposed
to the risk of adverse price trends or static markets in the
European, U.S., Japanese, and Chinese 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 June 30, 2005 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
<page> changes, as well as political and general economic
conditions influence these fluctuations.  The Partnership trades
a large number of currencies, including cross-rates ? i.e.,
positions between two currencies other than the U.S. dollar.  The
Partnership?s major exposures were to the euro, Canadian dollar,
Japanese yen, Swiss franc, British pound, Australian dollar,
Norwegian krone, Polish zloty, 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.

Commodity.
Soft Commodities and Agriculturals.  At June 30, 2005, the
Partnership had market exposure to the markets that comprise
these sectors.  Most of the exposure was to the wheat,
soybeans, soybean meal, corn, sugar, cocoa, cotton, coffee,
and lean hogs markets.  Supply and demand inequalities,
severe weather disruptions, and market expectations affect
price movements in these markets.

Energy.  At June 30, 2005, the Partnership had market
exposure in the energy sector.  The Partnership?s energy
exposure was primarily to futures contracts in crude oil and
<page> its related products, and natural gas. Price
movements in these markets result from geopolitical
developments, particularly in the Middle East, as well as
weather patterns and other economic fundamentals.
Significant profits and losses, which have been experienced
in the past, are expected to continue to be experienced in
the future.  Natural gas has exhibited volatility in price
resulting from weather patterns and supply and demand
factors and will likely continue in this choppy pattern.

Metals.  At June 30, 2005, 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 lead, zinc, nickel, tin, and aluminum and precious
metals such as silver, gold, and platinum.  Economic forces,
supply and demand inequalities, geopolitical factors, and
market expectations influence price movements in these
markets.  The Trading Advisor utilizes the trading system(s)
to take positions when market opportunities develop, and
Demeter anticipates that the Partnership will continue to do
so.

Qualitative Disclosures Regarding Non-Trading Risk Exposure

The following was the only non-trading risk exposure of the
Partnership at June 30, 2005:

<page> Foreign Currency Balances. The Partnership?s primary
foreign currency balances at June 30, 2005 were in euros,
Hong Kong dollars, Japanese yen, Australian dollars,
Canadian dollars, South African rand, and British pounds.
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 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
	   PROCEEDS
					 SEC
Registration Statement on Form S-1  Units Registered   Effective Date
File Number

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

Units sold through 6/30/05      10,609,756.715
Units unsold through 6/30/05    10,390,243.285

The managing underwriter for the Partnership is Morgan Stanley
DW.

Units are continuously sold at monthly closings at a purchase
price equal to 100% of the net asset value per Unit as of the
close of business on the last day of each month.

The aggregate price of the Units sold through June 30, 2005 was
$110,523,936.

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.


<page>
Item 5.  OTHER INFORMATION
Management.  The following changes have been made to the Board of
Directors and Officers of Demeter:

Mr. Harry Handler and Ms. Shelley Hanan were approved as Directors
of Demeter by the National Futures Association as of May 12, 2005
and June 30, 2005, respectively.


Item 6.  EXHIBITS

3.01	Form of Amended and Restated Limited Partnership Agreement
of the Partnership, is incorporated by reference to
Exhibit A of the Partnership?s Prospectus, dated April 25,
2005, filed with the Securities and Exchange Commission
pursuant to Rule 424(b)(3) under the Securities Act of
1933, as amended, on April 29, 2005.
3.02	Certificate of Limited Partnership, dated July 15, 1998,
is incorporated by reference to Exhibit 3.02 of the
Partnership?s Registration Statement on Form S-1 (File No.
333-60103) filed with the Securities and Exchange
Commission on July 29, 1998.
3.03	Certificate of Amendment of Certificate of Limited
Partnership, dated November 1, 2001 (changing its name
from Morgan Stanley Dean Witter Millburn L.P.), is
incorporated by reference to Exhibit 3.01 of the
Partnership?s Form 8-K (File No. 0-25605) filed with the
Securities and Exchange Commission on November 6, 2001.
10.02	Management Agreement, dated as of November 6, 1998, among
the Partnership, Demeter, and Millburn Ridgefield
Corporation, is incorporated by reference to Exhibit 10.01
of the Partnership?s Quarterly Report on Form 10-Q (File
No. 0-25605) filed with the Securities and Exchange
Commission on May 17, 1999.


<page>
10.03	Form of Subscription and Exchange Agreement and Power of
Attorney to be executed by each purchaser of Units is
incorporated by reference to Exhibit B of the
Partnership?s Prospectus, dated April 25, 2005, filed with
the Securities and Exchange Commission pursuant to Rule
424(b)(3) under the Securities Act of 1933, as amended, on
April 29, 2005.
10.04	Amended and Restated Escrow Agreement, dated as of August
31, 2002, among the Partnership, Morgan Stanley Charter
Graham L.P., Morgan Stanley Charter Welton L.P., Morgan
Stanley Charter MSFCM L.P., Morgan Stanley DW and JP
Morgan Chase Bank, is incorporated by reference to Exhibit
10.04 of the Partnership?s Registration Statement on Form
S-1 (File No. 333-103170) filed with the Securities and
Exchange Commission on February 13, 2003.
10.05	Amended and Restated Customer Agreement between the
Partnership and Morgan Stanley DW, dated as of November
13, 2000, is incorporated by reference to Exhibit 10.01 of
the Partnership?s Form 8-K (File No. 0-25605) filed with
the Securities and Exchange Commission on November 6,
2001.
10.05(a)	Form of Amendment No. 1 to the Amended and Restated
Customer Agreement between the Partnership and Morgan
Stanley DW Inc. is incorporated by reference to Exhibit
10.05(a) of the Partnership?s Post-Effective Amendment No.
2 to the Registration Statement No. 333-113893 filed with
the Securities and Exchange Commission on March 31, 2005.
10.05(b)	Amendment No. 2 to the Amended and Restated Customer
Agreement between the Partnership and Morgan Stanley DW
Inc., dated July 1, 2005, is filed herewith.
10.06	Commodity Futures Customer Agreement between MS & Co. and
the Partnership, acknowledged and agreed to by Morgan
Stanley DW, dated as of November 6, 2000, is incorporated
by reference to Exhibit 10.02 of the Partnership?s Form 8-
K (File No. 0-25605) filed with the Securities and
Exchange Commission on November 6, 2001.
10.07	Customer Agreement between the Partnership and MSIL, dated
as of November 6, 2000, is incorporated by reference to
Exhibit 10.04 of the Partnership?s Form 8-K (File No. 0-
25605) filed with the Securities and Exchange Commission
on November 6, 2001.

<page>
10.08	Foreign Exchange and Options Master Agreement between MS &
Co. and the Partnership, dated as of August 30, 1999, is
incorporated by reference to Exhibit 10.05 of the
Partnership?s Form 8-K (File No. 0-25605) filed with the
Securities and Exchange Commission on November 6, 2001.
10.09	Form of Subscription Agreement Update Form is incorporated
by reference to Exhibit C of the Partnership?s Prospectus,
dated April 25, 2005, filed with the Securities and
Exchange Commission pursuant to Rule 424(b)(3) under the
Securities Act of 1933, as amended, on April 29, 2005.
10.10	Securities Account Control Agreement among the
Partnership, MS & Co., and Morgan Stanley DW, dated as of
May 1, 2000, is incorporated by reference to Exhibit 10.03
of the Partnership?s Form 8-K (File No. 0-25605) filed
with the Securities and Exchange Commission on November 6,
2001.
31.01	Certification of President of Demeter Management
Corporation, the general partner of the Partnership
pursuant to 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 Millburn L.P.
                     (Registrant)

                     By: Demeter Management Corporation
                         (General Partner)

August 15, 2005      By:/s/Kevin Perry
                           Kevin Perry
                           Chief Financial Officer





The General Partner which signed the above is the only party
authorized to act for the Registrant.  The Registrant has no
principal executive officer, principal financial officer,
controller, or principal accounting officer and has no Board of
Directors.






















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




1501: