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, 2007 or

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

Commission File Number 0-25603

	MORGAN STANLEY CHARTER GRAHAM L.P.

	(Exact name of registrant as specified in its charter)


		Delaware						     13-4018068
(State or other jurisdiction of		   	 	  (I.R.S. Employer
incorporation or organization)			       Identification No.)

Demeter Management Corporation
522 Fifth Avenue, 13th Floor
New York, NY							     	   10036
(Address of principal executive offices)	  	      (Zip Code)

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





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

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

Yes    X       	No___________

Indicate by check mark whether the registrant 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 GRAHAM L.P.

	INDEX TO QUARTERLY REPORT ON FORM 10-Q

	September 30, 2007

<caption>


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

				           <c>
		Statements of Financial Condition as of September 30, 2007
 		(Unaudited) and December 31, 2006...........................2

		Statements of Operations for the Three and Nine Months
		Ended September 30, 2007 and 2006 (Unaudited)...............3

		Statements of Changes in Partners' Capital for the
Nine Months Ended September 30, 2007 and 2006 (Unaudited)...4

		Statements of Cash Flows for the Nine Months Ended
		September 30, 2007 and 2006 (Unaudited).....................5

		Schedules of Investments as of September 30, 2007
		(Unaudited) and December 31, 2006	6

		Notes to Financial Statements (Unaudited)................7-14

Item 2.	Management's Discussion and Analysis of
			Financial Condition and Results of Operations....... 15-30

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

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

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


PART II. OTHER INFORMATION

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

Item 2.	Unregistered Sales of Equity Securities and
			Use of Proceeds......................................46-47

Item 6.	Exhibits................................................47

</table>


<page> <table> PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements
	MORGAN STANLEY CHARTER GRAHAM L.P.
	STATEMENTS OF FINANCIAL CONDITION
<caption>
	September 30,	December 31,
	      2007       	      2006
	$	$
	(Unaudited)
ASSETS

	<c>	<c>
Equity in futures interests trading accounts:
	Unrestricted cash	403,951,666	362,441,363
	Restricted cash	    10,919,498	    54,560,197

	     Total cash	  414,871,164	  417,001,560

	Net unrealized gain on open contracts (MS&Co.)	17,636,919	     12,852,858
   	Net unrealized loss on open contracts (MSIP)	       (405,445)	       (314,794)

	     Total net unrealized gain on open contracts	    17,231,474	     12,538,064

	     Total Trading Equity	432,102,638	429,539,624

Subscriptions receivable	2,993,928	3,317,475
Interest receivable (MS&Co.)	      1,353,929	      1,824,393

	     Total Assets	  436,450,495	  434,681,492

LIABILITIES AND PARTNERS' CAPITAL

Liabilities

Redemptions payable	5,443,337	11,873,932
Accrued brokerage fees (MS&Co.)	2,070,276	2,123,827
Accrued management fees	         690,092	       707,942

	     Total Liabilities	      8,203,705	   14,705,701

Partners' Capital

Limited Partners (19,736,757.271 and
   21,346,676.377 Units, respectively)	423,531,545	415,478,418
General Partner (219,732.501 and
   231,068.501 Units, respectively)	      4,715,245	    4,497,373

         Total Partners' Capital	   428,246,790	 419,975,791

         Total Liabilities and Partners' Capital   436,450,495	 434,681,492

NET ASSET VALUE PER UNIT	               21.46	            19.46
<fn>
	The accompanying notes are an integral part
	of these financial statements.
</table>


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

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

                         2007   	         2006    	        2007   	    2006
                            $	             $	            $	 	 $

	<c>	<c>			<c>			<c>
INVESTMENT INCOME
	Interest income (MS&Co.)	        4,876,123		   5,397,356		     14,579,986 	      14,489,895

EXPENSES
	Brokerage fees (MS&Co.)	6,482,388	6,357,821	18,370,592	19,195,171
	Management fees	        2,160,797	   2,119,275	    6,123,532 	     6,398,392

		Total Expenses 	       8,643,185	   8,477,096		   24,494,124	   25,593,563

NET INVESTMENT LOSS 	      (3,767,062)	  (3,079,740)	   (9,914,138)	  (11,103,668)

TRADING RESULTS
Trading profit (loss):
	Realized	(19,043,854)	(17,343,367)	44,778,000	14,939,322
	Net change in unrealized	       7,763,401	      3,839,837		    4,693,410	     2,474,195

		Total Trading Results	    (11,280,453)	   (13,503,530)		   49,471,410	   17,413,517

NET INCOME (LOSS)	  (15,047,515)		   (16,583,270)	   39,557,272	    6,309,849

NET INCOME (LOSS) ALLOCATION

	Limited Partners	(14,885,172)	  (16,401,565)	             39,130,364            6,241,581
	General Partner 	      (162,343)	       (181,705)	                  426,908                 68,268


NET INCOME (LOSS) PER UNIT

	Limited Partners                                                   (0.74)	 (0.75) 	    2.00                     0.28
	General Partner                                                    (0.74)	  (0.75) 	    2.00                     0.28



			                                                           Units	Units   	    Units     	     Units
WEIGHTED AVERAGE NUMBER
	OF UNITS OUTSTANDING                20,112,057.909        22,181,374.951       20,627,620.990	   22,182,107.945

<fn>



	The accompanying notes are an integral part
	of these financial statements.
</table>
<page> <table> MORGAN STANLEY CHARTER GRAHAM L.P.
	STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
	For the Nine Months Ended September 30, 2007 and 2006
	(Unaudited)


<caption>
	Units of
	Partnership	Limited	General
	    Interest     	Partners	  Partner  	Total
		$	$	  $

	<c>	<c>		<c>	<c>>
Partners' Capital,
	December 31, 2005	22,656,744.737	416,811,790	4,509,689	421,321,479

Offering of Units	3,440,991.912	66,594,771	-    	66,594,771

Net Income                                                                -	  	6,241,581	68,268	6,309,849

Redemptions	  (3,885,976.442)	   (74,926,743)	         -     	  (74,926,743)

Partners' Capital,
   September 30, 2006	 22,211,760.207	 414,721,399	  4,577,957	 419,299,356





Partners' Capital,
	December 31, 2006	21,577,744.878	415,478,418	    4,497,373	419,975,791

Offering of Units	1,768,617.820	34,996,998	-    	34,996,998

Net Income                                                                -	  	39,130,364	426,908	39,557,272

Redemptions	  (3,389,872.926)	   (66,074,235)	        (209,036) 	  (66,283,271)

Partners' Capital,
   September 30, 2007	 19,956,489.772	 423,531,545	  4,715,245	 428,246,790




<fn>






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


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


<caption>
	For the Nine Months Ended September 30,

	  2007   	    2006
	$	$


	<c>	<c>
CASH FLOWS FROM OPERATING ACTIVITIES

Net income 	39,557,272	6,309,849
Noncash item included in net income:
	Net change in unrealized	(4,693,410)	(2,474,195)

(Increase) decrease in operating assets:
	Restricted cash	43,640,699	(11,599,937)
	Interest receivable (MS&Co.)	470,464	(409,985)

Decrease in operating liabilities:
	Accrued brokerage fees (MS&Co.)	(53,551)	(127,635)
	Accrued management fees	         (17,850)	         (42,545)

Net cash provided by (used for) operating activities	    78,903,624	   (8,344,448)


CASH FLOWS FROM FINANCING ACTIVITIES

Cash received from offering of Units	35,320,545	68,840,366
Cash paid for redemptions of Units 	   (72,713,866)	   (83,595,262)

Net cash used for financing activities	   (37,393,321)	   (14,754,896)

Net increase (decrease) in unrestricted cash	41,510,303	(23,099,344)

Unrestricted cash at beginning of period	   362,441,363	   396,726,923

Unrestricted cash at end of period	                                                 403,951,666	   373,627,579





<fn>


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


</table>
<page> <table> MORGAN STANLEY CHARTER GRAHAM L.P.
SCHEDULES OF INVESTMENTS
September 30, 2007 (Unaudited) and December 31, 2006
<caption>


Futures and Forward Contracts
Long
Unrealized
Gain/(Loss)

Percentage of
   Net Assets
       Short
  Unrealized
  Gain/(Loss)

Percentage of
   Net Assets
     Net
Unrealized
  Gain/(Loss)

$
%
   $
 %
 $


September 30, 2007, Partnership Net Assets:  $428,246,790





<c>
<c>
<c>
<c>
<c>
Commodity
 1,465,825
        0.34
   (592,338)
      (0.14)
  873,487
Equity
    226,278
        0.05
   (106,691)
      (0.02)
   119,587
Foreign currency
 16,805,300
        3.92
(1,714,565)
      (0.40)
15,090,735
Interest rate
    (271,409)
       (0.06)
     (36,210)
      (0.01)
  (307,619)






     Grand Total:
 18,225,994
        4.25
 (2,449,804)
      (0.57)
15,776,190

     Unrealized Currency Gain





1,455,284

     Total Net Unrealized Gain per Statement of Financial Condition



  17,231,474

December 31, 2006, Partnership Net Assets:  $419,975,791









Commodity
      79,650
        0.02
     680,903
       0.16
  760,553
Equity
 3,642,736
        0.87
 -
          -
3,642,736
Foreign currency
 5,610,658
        1.34
     642,240
       0.15
6,252,898
Interest rate
 (3,101,026)
       (0.75)
  4,738,934
       1.13
 1,637,908






     Grand Total:
   6,232,018
        1.48
  6,062,077
       1.44
12,294,095

     Unrealized Currency Gain





     243,969

     Total Net Unrealized Gain per Statement of Financial Condition



12,538,064









<fn>

The accompanying notes are an integral part
of these financial statements.
</table>
<page> MORGAN STANLEY CHARTER GRAHAM L.P.
NOTES TO FINANCIAL STATEMENTS

September 30, 2007
(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 Graham L.P. (the "Partnership").  The
financial statements and condensed notes herein should be read in
conjunction with the Partnership's December 31, 2006, Annual
Report on Form 10-K.

1.  Organization
Morgan Stanley Charter Graham L.P. is a Delaware limited
partnership organized in 1998 to engage primarily in the
speculative trading of futures contracts, options on futures
contracts, and forward contracts on physical commodities and other
commodity interests, including, but not limited to, foreign
currencies, financial instruments, metals, energy, and
agricultural products. The Partnership is one of the Morgan
Stanley Charter Series of funds, comprised of the Partnership,
Morgan Stanley Charter WCM L.P., Morgan Stanley Charter Aspect
L.P., and Morgan Stanley Charter Campbell L.P., which effective as
of May 1, 2006, no longer accepts subscriptions and exchanges of
units of limited partnership interest ("Unit(s)") from any other

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

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

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

2.  Related Party Transactions
The Partnership's cash is on deposit with MS&Co. and MSIP in
futures, forward, and options trading accounts to meet margin
requirements as needed.  MS&Co. pays the Partnership at each
month end interest income on an amount equal to the commodity
brokers' margin requirements on the Partnership's current futures,
forward, and options contracts at a rate approximately equivalent
to the rate the commodity brokers pay other similar customers on
margin deposits.  In addition, MS&Co. pays the Partnership at each

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

month end interest income on the Partnership's funds in excess of
such current margin requirements but available to satisfy margin
requirements at a rate equal to the monthly average of the
4-week U.S. Treasury bill discount rate during the month.  The
Partnership pays brokerage fees to MS&Co.



3.  Financial Instruments
The Partnership trades futures contracts, options on futures
contracts, and forward contracts on physical commodities and
other commodity interests, including, but not limited to,
foreign currencies, financial instruments, metals, energy, and
agricultural products.  Futures and forwards represent contracts
for delayed delivery of an instrument at a specified date and
price.  Risk arises from changes in the value of these contracts
and the 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

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

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 GRAHAM L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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

The net unrealized gains 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	   Traded  	   Traded
	$	$	 $

Sep. 30, 2007   3,560,496	13,670,978	17,231,474	Mar. 2009	 Dec. 2007
Dec. 31, 2006   5,466,119	 7,071,945	12,538,064	Jun. 2008	 Mar. 2007

The Partnership has credit risk associated with counterparty non-
performance.  As of the date of the financial statements, the
credit risk associated with the instruments in which the
Partnership trades is limited to the amounts reflected in the
Partnership's Statements of Financial Condition.

The Partnership also has credit risk because MS&Co. and MSIP act
as the futures commission merchants or the counterparties, with
respect to most of the Partnership's assets.  Exchange-traded
futures, exchange-traded forward, and exchange-traded futures-

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

styled options contracts are marked to market on a daily basis,
with variations in value settled on a daily basis.  MS&Co. and
MSIP, each as a futures commission merchant for the Partnership's
exchange-traded futures, exchange-traded forward, and exchange-
traded futures-styled options contracts, are required, pursuant to
regulations of the Commodity Futures Trading Commission ("CFTC"),
to segregate from their own assets, and for the sole benefit of
their commodity customers, all funds held by them with respect to
exchange-traded futures, exchange-traded forward, and exchange-
traded futures-styled options contracts, including an amount equal
to the net unrealized gains (losses) on all open exchange-traded
futures, exchange-traded forward, and exchange-traded futures-
styled options contracts, which funds, in the aggregate, totaled
$418,431,660 and $422,467,679 at September 30, 2007, and December
31, 2006, respectively.  With respect to the Partnership's off-
exchange-traded forward currency contracts, there are no daily
settlements of variation in value, nor is there any requirement
that an amount equal to the net unrealized gains (losses) on such
contracts be segregated.  However, the Partnership is required to
meet margin requirements equal to the net unrealized loss on open
forward currency contracts in the Partnership accounts with the
counterparty, which is accomplished by daily maintenance of the
cash balance in a custody account held at MS&Co.  With respect to

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

those off-exchange-traded forward currency contracts, the
Partnership is at risk to the ability of MS&Co., the sole
counterparty on all such contracts, to perform. The Partnership
has a netting agreement with MS&Co.  This agreement, which seeks
to reduce both the Partnership's and MS&Co.'s exposure on off-
exchange-traded forward currency contracts, should materially
decrease the Partnership's credit risk in the event of MS&Co.'s
bankruptcy or insolvency.

4.  New Accounting Developments
In July 2006, the Financial Accounting Standards Board ("FASB")
issued interpretation No. 48, "Accounting for Uncertainty in
Income Taxes - an interpretation of FASB Statement 109" ("FIN
48").  FIN 48 clarifies the accounting for income taxes by
prescribing the minimum recognition threshold a tax position must
meet before being recognized in the financial statements.  FIN 48
was effective for the Partnership as of January 1, 2007.  Based
on its analysis, management believes that the adoption of FIN 48
has no impact on the Partnership's financial statements.

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 GRAHAM 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 impact
to the Partnership's financial statements, if any, is currently
being assessed.

5.  Restricted and Unrestricted Cash
As reflected on the Partnership's Statements of Financial
Condition, restricted cash represents cash on deposit to satisfy
margin requirements for trading.  These amounts of restricted cash
are maintained in separate trading accounts.  Cash that is not on
deposit to satisfy the margin requirements for trading is
reflected as unrestricted cash.




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

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

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

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

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

Capital Resources.  The Partnership does not have, nor does it
expect to have, any capital assets.  Redemptions, exchanges, and
sales of Units in the future will affect the amount of funds
available for investments in futures, forwards, and options in
subsequent periods.  It is not possible to estimate the amount,
and therefore the impact, of future inflows and outflows of Units.
<page> There are no known material trends, favorable or
unfavorable, that would affect, nor any expected material changes
to, the Partnership's capital resource arrangements at the present
time.

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

Results of Operations
General.  The Partnership's results depend on the Trading Advisor
and the ability of the Trading Advisor's trading programs to take
advantage of price movements in the futures, forward, and options
markets.  The following presents a summary of the Partnership's
operations for the three and nine month periods ended September
30, 2007, and 2006, and a general discussion of its trading
activities during each period.  It is important to note, however,
that the Trading Advisor trades in various markets at different
times and that prior activity in a particular market does not mean
that such market will be actively traded by the Trading Advisor or
will be profitable in the future. Consequently, the results of
operations of the Partnership are difficult to discuss other than
in the context of the Trading Advisor's trading activities on
<page> behalf of the Partnership during the period in question.
Past performance is no guarantee of future results.

The Partnership's results of operations set forth in the
financial statements on pages 2 through 14 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 a foreign currency
forward contract is based on the spot rate as of the close of
business.  Interest income, as well as management fees, incentive
fees, and brokerage fees expenses of the Partnership are recorded
on an accrual basis.

<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, 2007
The Partnership recorded total trading results including interest
income totaling $(6,404,330) and expenses totaling $8,643,185,
resulting in a net loss of $15,047,515 for the three months ended
September 30, 2007. The Partnership's net asset value per Unit
decreased from $22.20 at June 30, 2007, to $21.46 at September
30, 2007.

The most significant trading losses of approximately 1.8% were
recorded in the global interest rate markets from short futures
positions in U.S. and European interest rates as prices reversed
sharply higher in late July and August in a worldwide "flight-to-
quality" after the significant decline in the global equity
markets resulted in substantially higher demand for the "safe
haven" of government bonds.  Further losses were experienced
during September from newly established long futures positions in
U.S., European, and Japanese interest rates as prices reversed
lower after a rebound in global equities reduced demand for
government bonds, and the U.S. Federal Reserve's decision to cut
benchmark interest rates triggered concerns of accelerating
global inflation.  Additional losses of approximately 1.6% were
<page> recorded in the currency markets, primarily during July
and August, from short positions in the Japanese yen versus the
U.S. dollar and euro as the value of the Japanese yen corrected
higher against most of its major rivals when traders reduced
"carry-trade" positions after the sell-off in the global equity
markets resulted in investors trimming riskier assets funded by
loans in Japan.  Elsewhere in the currency sector, long positions
in the Czech koruna and Swedish krona versus the U.S. dollar
incurred losses as the value of the U.S. dollar moved higher
against most of its major rivals in August after continued
volatility in the global equity markets and widening credit
losses tied to U.S. sub-prime loans resulted in substantially
stronger demand for U.S. dollar-denominated government bonds.  In
addition, the value of the U.S. dollar was pressured higher
against these currencies amid data indicating a narrowing U.S.
trade deficit, as well as an increase in U.S. wholesale prices.
Smaller losses of approximately 0.3% were recorded within the
global stock index sector, primarily during July, from long
positions in European and Japanese equity index futures as prices
reversed lower on persistent concerns that the collapsing U.S.
sub-prime mortgage market and decreasing U.S. real estate prices
would pull the global economy into a recession.  Furthermore,
global equity index futures prices fell after news that China and
India had increased their bank reserve requirements, which added
to worries about global cash liquidity declining in the near
future.  A portion of the Partnership's overall losses for the
<page> quarter was offset by gains of approximately 0.5% in the
energy markets, primarily during July and September, from long
futures positions in crude oil and its related products as prices
increased amid speculation that supplies of European North Sea
oil could be dwindling, news that hurricane activity in the Gulf
of Mexico threatened production facilities, and fears that
additional supplies from OPEC members would arrive too late for
peak demand in the winter.  Additional gains of approximately
0.5% were experienced within the agricultural sector, primarily
during August and September, from long positions in wheat futures
as prices rose sharply to record highs amid persistently strong
international demand and fears of a shortage in supply.
Elsewhere in the agricultural complex, long futures positions in
the soybean complex resulted in gains as prices increased during
September on concern that hot, dry weather in U.S. growing
regions could have damaged crops.

The Partnership recorded total trading results including interest
income totaling $64,051,396 and expenses totaling $24,494,124,
resulting in net income of $39,557,272 for the nine months ended
September 30, 2007.  The Partnership's net asset value per Unit
increased from $19.46 at December 31, 2006, to $21.46 at September
30, 2007.

The most significant trading gains of approximately 9.4% were
recorded in the global interest rate markets, primarily during
<page> January, April, May, and June from short positions in
European and U.S. fixed-income futures as prices trended lower
after strength in the equity markets and solid economic data out
of the United States, the Euro-Zone, and the United Kingdom led
investors to conclude that the European Central Bank, the Bank of
England, and the U.S. Federal Reserve might continue raising
interest rates in order to combat inflation.  Within the currency
markets, gains of approximately 3.6% were experienced from long
positions in the Turkish lira, Brazilian real, Indian rupee, and
British pound versus the U.S. dollar, primarily during the second
and third quarters, as the value of the U.S. dollar weakened
against these currencies in April on news that foreign investment
in U.S. securities had fallen more than expected in February and
U.S. industrial production had declined in March.  The value of
these currencies continued to trend higher relative to the U.S.
dollar during May after rising inflation data led investors to
believe that interest rates in these countries might rise in the
near-term. Additional gains were recorded during September as the
value of the U.S. dollar declined relative to its major rivals
following news that the U.S. Federal Reserve cut interest rates
at its September 18 meeting, thereby making the U.S. currency
less attractive to investors.  Furthermore, the value of the U.S.
dollar moved lower amid growing sentiment that the U.S. Federal
Reserve might cut borrowing costs a second time this year.
Finally, long positions in the Canadian dollar versus the U.S.
dollar resulted in additional gains, primarily during the third
<page> quarter, as the value of the Canadian dollar moved higher
in tandem with rising energy prices on investor belief that
surging oil prices and exports would expand the Canadian economy.
Consequently, the Canadian dollar reached the highest level since
1976.  Additional gains of approximately 1.7% were experienced
within the global stock index sector, primarily during the second
quarter, from long positions in European and Hong Kong equity
index futures as prices increased amid strong corporate earnings
and increased merger and acquisition activity.  Smaller gains of
approximately 0.2% were experienced within the agricultural
markets, primarily during August and September, from long
positions in wheat futures as prices rose sharply to record highs
amid persistently strong international demand and fears of a
shortage in supply.  A portion of the Partnership's gains for
the first nine months of the year was offset by losses of
approximately 1.2% incurred within the metals sector throughout
the majority of the year from both long and short positions in
aluminum, zinc, and copper as prices moved without consistent
direction amid conflicting news regarding supply and demand.
Smaller losses of approximately 1.0% were recorded within the
energy markets, primarily during the first quarter, from short
futures positions in natural gas as prices rose sharply during
late January amid colder weather in U.S Northeast.  Further
losses were incurred during March from short positions in natural
gas futures as prices moved higher after the U.S. Department of
Energy reported that natural gas supplies were down 15% from the
<page> previous year.  Elsewhere in the energy sector, short
futures positions in heating oil resulted in losses during
February and March as prices increased amid geopolitical
uncertainty in Iraq, concerns that unexpected refinery shutdowns
would curb fuel stockpiles in the future, and news that Iran
would continue with its nuclear program.

For the Three and Nine Months Ended September 30, 2006
The Partnership recorded total trading results including interest
income totaling $(8,106,174) and expenses totaling $8,477,096,
resulting in a net loss of $16,583,270 for the three months ended
September 30, 2006. The Partnership's net asset value per Unit
decreased from $19.63 at June 30, 2006, to $18.88 at September
30, 2006.

The most significant trading losses of approximately 3.9% were
recorded in the global interest rate futures markets, primarily
during July and August, from short positions in U.S. and European
fixed-income futures as prices rallied amid 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.  During July,
prices were also 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
<page> meeting.  Elsewhere in the global interest rate sector,
German and British fixed-income futures were pressured higher on
news that the European Central Bank and the Bank of England kept
interest rates unchanged. During August, prices continued to
increase on concerns of a slowing global economy and news that
Iran will continue its nuclear research program. U.S. interest
rate futures prices were also pressured higher by government
reports showing a slowdown in the U.S. economy.  Elsewhere in the
global interest rate sector, German fixed-income futures prices
rose after the "ZEW" report showed investor confidence in Germany
fell to its lowest level since June 2001, while British fixed-
income futures prices increased on weaker than expected
industrial data out of the United Kingdom.  In the currency
markets, losses of approximately 0.8% were recorded, primarily
during July, from long positions in the euro versus the U.S.
dollar as the U.S. dollar strengthened against its major rivals
following narrower than expected May U.S. trade deficit data,
while the value of the euro moved lower after the European
Central Bank decided to keep interest rates unchanged.  Elsewhere
in the currency sector, short positions in the New Zealand dollar
versus the U.S. dollar recorded losses during July as the value
of the New Zealand dollar increased on consistently strong
economic data out of New Zealand. Further losses were incurred
from short positions in the Mexican peso at the beginning of July
as the value of the peso gained sharply on the U.S. dollar after
Felipe Calderon was declared the winner of Mexico's Presidential
<page> election. Newly established long positions in the peso
incurred additional losses at the end of the month as the peso
weakened against the U.S. dollar, weighed down by fears of a
slowing U.S. economy. During August, losses were incurred from
short positions in the New Zealand dollar as the value of the New
Zealand dollar moved higher amid recent reports showing a solid
economy, which increased speculation that the Reserve Bank of New
Zealand would continue to raise interest rates in the near
future. Finally, during September, short positions in the U.S.
dollar against the euro, Australian dollar, New Zealand dollar,
and Mexican peso recorded losses as the U.S. dollar reversed
higher after revisions to U.S. quarterly productivity data showed
unit labor costs rose last year at the fastest pace since 1990.
Additional losses of approximately 0.2% were incurred in the
energy sector, during July, from short positions in natural gas
futures as prices moved higher amid hot weather across much of
the U.S. and news of a decline in domestic supplies. Losses of
approximately 0.2% were also experienced in the metals markets,
primarily during July and September, from long positions in
nickel, zinc, and copper futures as prices were pressured lower
on concerns of decreasing demand amid an economic slowdown in
China and speculation of a weak U.S. housing market. A portion of
the Partnership's overall losses for the quarter was offset by
gains of approximately 1.8% experienced in the global stock index
futures markets during September from long positions in European
equity index futures as prices climbed higher amid falling oil
<page> prices. Furthermore, Spanish equity index futures prices
moved significantly higher on merger and acquisition activity in
the utility sector, while French equity index futures prices
gained on revised statistics showing the French economy grew at
its fastest pace in five-and-a-half years. In addition, European
equity markets were supported higher after the European Central
Bank decided to leave interest rates unchanged. Smaller gains of
approximately 0.1% were experienced within the agricultural
complex during July and August from short positions in soybean
meal futures as prices fell sharply amid slow export sales,
drought-breaking rains, and cooler temperatures in the U.S.
Midwest. Elsewhere in the agricultural complex, short positions
in sugar futures experienced gains as prices were pressured lower
following U.S. Department of Agriculture data, which showed
ethanol-production using sugarcane is more costly than expected,
as well as from low physical demand and high inventories.

The Partnership recorded total trading results including interest
income totaling $31,903,412 and expenses totaling $25,593,563,
resulting in net income of $6,309,849 for the nine months ended
September 30, 2006.  The Partnership's net asset value per Unit
increased from $18.60 at December 31, 2005, to $18.88 at
September 30, 2006.

The most significant trading gains of approximately 4.7% were
recorded in the global stock index futures markets from long
<page> positions in European stock index futures as prices
trended higher during the first quarter on strong corporate
earnings and solid economic data out of the European Union,
Australia, Japan, and the United States. European equity index
futures prices also climbed higher during September amid falling
oil prices. Furthermore, Spanish equity index futures prices
moved significantly higher on merger and acquisition activity in
the utility sector, while French equity index futures markets
gained on revised statistics showing the French economy grew at
its fastest pace in five-and-a-half years. In addition, European
equity markets were supported higher after the European Central
Bank decided to leave interest rates unchanged. Elsewhere in the
global stock index sector, long positions in Hong Kong equity
index futures experienced gains as prices trended higher
throughout the first six months of the year on strong corporate
earnings and solid economic data. Hong Kong equity index futures
prices also increased further during July on an optimistic
economic outlook for the region after Gross Domestic Product in
China surged to 10.9% in the first half of the year. Additional
gains of approximately 4.2% were incurred in the global interest
rate futures markets during March and April from short positions
in German, British, and U.S. fixed-income futures as prices fell
on strength in the equity markets and investor sentiment that
global interest rates would continue to rise in order to
combat inflation.  Additional gains of approximately 2.7% were
experienced in the metals sector throughout the first half of the
<page> year from long copper, nickel, aluminum, and gold futures
positions.  Base metals prices rallied sharply to record highs
amid an increase in industrial demand from strong global economic
growth and limited production ability. Gold prices rose to 26-
year highs in May, boosted by continued geopolitical concerns
regarding Iran's nuclear program and inflation concerns due to
high oil prices. A portion of these gains for the first nine
months of the year was offset by losses of approximately 6.5%
recorded in the currency sector from long U.S. dollar positions
versus the euro, Swiss franc, and Australian dollar as the U.S.
dollar's value reversed lower on news that foreign central banks
would diversify their currency reserves away from the U.S.
dollar.  The U.S. dollar also weakened on worries regarding the
U.S. trade deficit and speculation that the U.S. Federal Reserve
was near the end of its cycle in interest rate increases.  During
June, long positions in the euro versus the U.S. dollar recorded
losses as the U.S. dollar reversed higher against most of its
rivals due to diplomatic developments made between the U.S. and
Iran regarding Iran's nuclear research program, as well news
confirming the death of insurgent leader Abu Musab al-Zarqawi in
Iraq.  Furthermore, the value of the U.S. dollar continued to
move higher in the days leading up to the U.S. Federal Reserve's
17th consecutive interest rate hike on June 29. Additional losses
were also incurred 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. Additional losses of
<page> approximately 1.5% were incurred in the agricultural
complex from long positions in wheat futures as prices fell
during March on forecasts for above-average rainfall in U.S.
growing regions. Prices also moved lower during the first half of
June on favorable weather forecasts across the U.S. growing
regions and reports from the U.S. Department of Agriculture
showing improved crop conditions. Elsewhere in the agricultural
complex, losses were recorded during January from short positions
in coffee futures as prices increased sharply early in the month
amid news of a smaller crop in Brazil.  Additional losses were
experienced from newly established long positions in coffee
futures during February as prices reversed lower. Smaller losses
of approximately 0.6% were incurred in the energy sector during
the first quarter from long futures positions in crude oil and
its related products 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 from the International Energy
Agency, and mild winter weather in the U.S. Northeast.

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, exchange-traded forward, and exchange-traded
futures-styled options contracts are settled daily through
variation margin. Gains and losses on off-exchange-traded forward
currency contracts are settled upon termination of the contract.
However, the Partnership is required to meet margin requirements
equal to the net unrealized loss on open forward currency
contracts in the Partnership accounts with the counterparty,
which is accomplished by daily maintenance of the cash balance in
a custody account held at MS&Co.

The Partnership's total market risk may increase or decrease as
it is influenced by a wide variety of factors, including, but not
limited to, the diversification among the Partnership's open
<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
these variables. The hypothetical changes in portfolio value are
based on daily percentage changes observed in key market indices
<page> 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
and systems capabilities improve.  Please note that the VaR model
is used to numerically quantify market risk for historic
<page> 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, 2007, and 2006.
At September 30, 2007, and 2006, the Partnership's total
capitalization was approximately $428 million and $419 million,
respectively.

Primary Market	September 30, 2007	September 30, 2006
Risk Category	 Value at Risk 	 Value at Risk

Currency	(1.32)%	(0.54)%
Interest Rate	(0.09)	(1.12)
Equity	(0.07)	(2.54)
Commodity 	(0.85)	(0.27)
Aggregate Value at Risk	        (1.62)%	(2.51)%

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
<page> 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, 2006, through September 30, 2007.

Primary Market Risk Category	High	Low	Average
Currency	(2.61)%	(1.09)%	(1.59)%

Interest Rate	(1.31)	(0.09)	(0.85)

Equity	(3.14)	(0.07)	(1.10)

Commodity	(0.85)	(0.20)	(0.41)

Aggregate Value at Risk	(4.19)%	(1.38)%	(2.35)%



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
<page> 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.

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, 2006, and for the four quarter-
<page> end reporting periods from October 1, 2006, through
September 30, 2007.  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 MS&Co.; as of September 30, 2007, such
amount is equal to approximately 95% of the Partnership's net
asset value.  A decline in short-term interest rates would result
in a decline in the Partnership's cash management income. This
cash flow risk is not considered to be material.

Materiality, as used throughout this section, is based on an
assessment of reasonably possible market movements and any
associated potential losses, taking into account the leverage,
optionality, and multiplier features of the Partnership's market-
<page> 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
of the Partnership. Investors must be prepared to lose all or
substantially all of their investment in the Partnership.

<page> The following were the primary trading risk exposures of
the Partnership at September 30, 2007, by market sector.  It may
be anticipated, however, that these market exposures will vary
materially over time.

Currency.  The largest market exposure of the Partnership at
September 30, 2007, was to the currency sector.  The
Partnership's currency exposure is to exchange rate fluctuations,
primarily fluctuations which disrupt the historical pricing
relationships between different currencies and currency pairs.
Interest rate changes, as well as political and general economic
conditions influence these fluctuations.  The Partnership trades
a large number of currencies, including cross-rates - i.e.,
positions between two currencies other than the U.S. dollar.  At
September 30, 2007, the Partnership's major exposures were to the
Canadian dollar, euro, Japanese yen, British pound, Polish zloty,
Australian dollar, and Swiss franc 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.

Interest Rate. At September 30, 2007, the Partnership had market
exposure to the global interest rate sector.  Exposure was
primarily spread across the U.S., Japanese, and European interest
<page> 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 nations -
e.g., Australia.  Demeter anticipates that the G-7 countries' and
Australian interest rates will remain the primary interest rate
exposure of the Partnership for the foreseeable future.  The
speculative futures positions held by the Partnership may range
from short to long-term instruments.  Consequently, changes in
short, medium, or long-term interest rates may have an effect on
the Partnership.

Equity.  At September 30, 2007, the Partnership had market
exposure to the global stock index sector, primarily to equity
price risk in the G-7 countries.  The stock index futures traded
by the Partnership are by law limited to futures on broadly-based
indices. At September 30, 2007, the Partnership's primary market
exposures were to the NASDAQ 100 (U.S.), Hang Seng (China), TOPIX
(Japan), Euro Stoxx 50 (Europe), S&P 500 (U.S.), CAC 40 (France),
<page> Nikkei 225 (Japan), and Dow Jones (U.S.) stock indices.
The Partnership is typically exposed to the risk of adverse price
trends or static markets in the U.S., European, Chinese, and
Japanese stock indices. Static markets would not cause major
market changes, but would make it difficult for the Partnership
to avoid trendless price movements, resulting in numerous small
losses.

Commodity.
Energy.  The second largest market exposure of the
Partnership at September 30, 2007, was to the energy sector.
The Partnership's energy exposure was primarily to futures
contracts in crude oil and its related products, and
natural gas.  Price movements in these markets result from
geopolitical developments, particularly in the Middle East,
as well as weather patterns and other economic fundamentals.
Significant profits and losses, which have been experienced
in the past, are expected to continue to be experienced in
the future.  Natural gas has exhibited volatility in prices
resulting from weather pattern and supply and demand factors
and will likely continue in this choppy pattern.

	Metals.	The third largest market exposure of the
Partnership at September 30, 2007, was to the metals sector.
The Partnership's metals exposure was to fluctuations in the
price of base metals, such as aluminum and zinc, as well as
<page> precious metals, such as gold.  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.

Soft Commodities and Agriculturals.  At September 30, 2007,
the Partnership had market exposure to the markets that
comprise these sectors.  Most of the exposure was to the
soybean meal, coffee, cocoa, cotton, and corn markets.
Supply and demand inequalities, severe weather disruptions,
and market expectations affect price movements in these
markets.

Qualitative Disclosures Regarding Non-Trading Risk Exposure
The following was the only non-trading risk exposure of the
Partnership at September 30, 2007:

Foreign Currency Balances.  The Partnership's primary
foreign currency balances at September 30, 2007, were in
Japanese yen, euros, British pounds, Hong Kong dollars,
Swiss francs, and Australian dollars.  The Partnership
controls the non-trading risk of foreign currency balances
<page> 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.

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
<page> 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.

Item 4T.   CONTROLS AND PROCEDURES
Not applicable.


<page> PART II.  OTHER INFORMATION
Item 1A. RISK FACTORS
There have been no material changes from the risk factors
previously referenced in the Partnership's Report on Form 10-K for
the fiscal year ended December 31, 2006, and the Partnership's
Report on Form 10Q for the quarters ended March 31, 2007, and June
30, 2007.
<table>
<caption>
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
        PROCEEDS

					SEC
Registration Statement on Form S-1  Units Registered    Effective Date       File Number

                                        <c>                 <c>                        <c>

Initial Registration	3,000,000.000		November 6, 1998	333-60115
Additional Registration	6,000,000.000		March 27, 2000	333-91563
Additional Registration	2,000,000.000		July 29, 2002	  333-85076
Additional Registration	9,000,000.000		February 26, 2003	333-103166
Additional Registration	  30,000,000.000		April 28, 2004	333-113876
Total Units Registered          50,000,000.000

Units sold through 9/30/07      37,834,677.216
Units unsold through 9/30/07  _ 12,165,322.784

</table>

The managing underwriter for the Partnership is MS&Co.

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

<page> The aggregate price of the Units sold through September 30,
2007, was $708,922,819.

Since no expenses are chargeable against the 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 6.  EXHIBITS

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





<page>






SIGNATURE



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



                     Morgan Stanley Charter Graham L.P.
                     (Registrant)

                     By: Demeter Management Corporation
                         (General Partner)

November 13, 2007    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.









DEAN WITTER PORTFOLIO STRATEGY FUND L.P.
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)