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, 2009 or

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

Commission File Number: 0-25603

	MORGAN STANLEY CHARTER GRAHAM L.P.

	(Exact name of registrant as specified in its charter)

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

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

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





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

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

Yes    X       	No___________

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

Yes            	No___________

Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company.  See the definitions of ?large accelerated filer?,
?accelerated filer? and ?smaller reporting company? in Rule 12b-2 of the
Exchange Act.

Large accelerated filer______ 		Accelerated filer______
Non-accelerated filer   X   		Smaller reporting company_______

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


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

	INDEX TO QUARTERLY REPORT ON FORM 10-Q

	June 30, 2009

<caption>
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

				<c>
		Statements of Financial Condition as of June 30, 2009
 		and December 31, 2008.......................... ............2

		Statements of Operations for the Three and Six Months
		Ended June 30, 2009 and 2008 ...............................3

		Statements of Changes in Partners? Capital for the
Six Months Ended June 30, 2009 and 2008 ....................4

		Statements of Cash Flows for the Six Months Ended
		June 30, 2009 and 2008......................................5

		Condensed Schedules of Investments as of June 30, 2009
		and December 31, 2008 .	6

		Notes to Financial Statements............................7-22

Item 2.	Management?s Discussion and Analysis of
			Financial Condition and Results of Operations....... 23-36

Item 3.	Quantitative and Qualitative Disclosures About
			Market Risk..........................................36-50

Item 4.	Controls and Procedures..............................50-51

Item 4T.	Controls and Procedures.................................51


PART II. OTHER INFORMATION

Item 1A.	Risk Factors............................................52

Item 6.	Exhibits................................................52

</table>


<page> <table> PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

	MORGAN STANLEY CHARTER GRAHAM L.P.
	STATEMENTS OF FINANCIAL CONDITION
                                                                               (Unaudited)
<caption>
	June 30, 	December 31,
	      2009       	      2008
	$	$

ASSETS

	<c>	<c>
Trading Equity:
	Unrestricted cash	381,924,341	550,525,640
	Restricted cash	    35,268,254	    13,066,966

	     Total cash	   417,192,595	  563,592,606

	Net unrealized gain (loss) on open contracts (MS&Co.)	(3,421,798)	          550,003
	Net unrealized gain on open contracts (MSIP)	          388,119	          433,388

	     Total net unrealized gain (loss) on open contracts	      (3,033,679)	          983,391

	     Total Trading Equity	414,158,916	564,575,997

Interest receivable (MS&Co.)	            30,141	            37,440

	     Total Assets	   414,189,057	   564,613,437

LIABILITIES AND PARTNERS? CAPITAL

Liabilities

Redemptions payable	5,085,829	34,123,015
Accrued brokerage fees (MS&Co.)	2,174,997	2,747,331
Accrued management fees	                  724,999	          915,777
Accrued incentive fee payable	                                 ?       	      2,289,365

	     Total Liabilities	      7,985,825	    40,075,488

Partners? Capital

Limited Partners (14,935,686.557 and
    17,828,720.751 Units, respectively)	402,119,264	519,261,648
General Partner (151,688.501 and
    181,160.501 Units, respectively)	       4,083,968	      5,276,301

         Total Partners? Capital	    406,203,232	  524,537,949

         Total Liabilities and Partners? Capital	   414,189,057	  564,613,437


NET ASSET VALUE PER UNIT	              26.92	            29.13
<fn>
	The accompanying notes are an integral part
	of these financial statements. </table>


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


<caption>


                        For the Three Months	                             For the Six Months
  	        Ended June 30,     	                          Ended June 30,


                                                                               2009   	         2008    	        2009   	    2008
                                                                                  $	                 $		            $	 	 $

	                                                                          <c>             <c>	   <c>  	<c>
INVESTMENT INCOME
	Interest income (MS&Co.)	        91,079		    1,936,667		     258,805		        4,457,002

EXPENSES
	Brokerage fees (MS&Co.)	6,513,959	7,281,195	14,067,392	14,096,153
	Management fees	    2,171,320	    2,427,066	     4,689,131	    4,698,719
	Incentive fee	                               ?    	              ?     	    1,873,519 	                     ?

		Total Expenses 	    8,685,279	    9,708,261		   20,630,042	    18,794,872

NET INVESTMENT LOSS 	   (8,594,200)	    (7,771,594)	  (20,371,237)	   (14,337,870)

TRADING RESULTS
Trading profit (loss):
	Realized	(9,085,134)	41,903,407	(10,321,138)	89,932,712
	Net change in unrealized	       (210,273)	    8,413,776		    (4,017,070)	    12,705,886

		Total Trading Results	    (9,295,407)	    50,317,183		   (14,338,208)	   102,638,598

NET INCOME (LOSS)	   (17,889,607)		    42,545,589	   (34,709,445)	   88,300,728

NET INCOME (LOSS) ALLOCATION

	Limited Partners	(17,706,079)		   42,082,717   	(34,356,786)         87,332,835
	General Partner	(183,528)		    462,872   	(352,659)             967,893

NET INCOME (LOSS) PER UNIT

	Limited Partners                                            	(1.16)	  2.18	    (2.14)			   4.48
	General Partner                                            	(1.16)	  2.18	 (2.14)		    4.48

                    Units     	                Units                          Units                     Units
WEIGHTED AVERAGE NUMBER
	OF UNITS OUTSTANDING               15,422,267.109         19,602,365.044   	16,184,112.656	19,729,071.569

<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 Six Months Ended June 30, 2009 and 2008
	(Unaudited)

<caption>

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

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

Offering of Units	                1,672,313.762          41,043,355	      ?     	41,043,355

Net Income                                                               ?    	87,332,835	 967,893	88,300,728

Redemptions	 (2,311,164.926)	 (56,586,619)	   (292,365)	  (56,878,984)

Partners? Capital,
   June 30, 2008	 19,352,131.261	 507,224,244	  5,514,835	 512,739,079




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

Net Loss                                                                  ?	    	(34,356,786)	(352,659)	(34,709,445)

Redemptions	 (2,922,506.194)	 (82,785,598)	   (839,674)	  (83,625,272)

Partners? Capital,
   June 30, 2009	 15,087,375.058	 402,119,264	  4,083,968	 406,203,232





<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 Six Months Ended June 30,

	  2009   	    2008
	$	$


CASH FLOWS FROM OPERATING ACTIVITIES

			<c>		<c>
Net income (loss)	(34,709,445)	88,300,728
Noncash item included in net income (loss):
	Net change in unrealized	4,017,070	(12,705,886)

(Increase) decrease in operating assets:
	Restricted cash	(22,201,288)	(11,746,315)
	Interest receivable (MS&Co.)	7,299	375,967

Increase (decrease) in operating liabilities:
	Accrued brokerage fees (MS&Co.)	(572,334)	191,824
	Accrued management fees	(190,778)	            63,942
	Accrued incentive fee	    (2,289,365)	               ?

Net cash provided by (used for) operating activities	   (55,938,841)	     64,480,260


CASH FLOWS FROM FINANCING ACTIVITIES

Cash received from offering of Units	                         ?             	39,264,125
Cash paid for redemptions of Units 	   (112,662,458)	    (50,600,407)

Net cash used for financing activities	   (112,662,458)	    (11,336,282)

Net increase (decrease) in unrestricted cash	(168,601,299)	53,143,978

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

Unrestricted cash at end of period	     381,924,341            	    481,627,724





<fn>





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


<page> <table> MORGAN STANLEY CHARTER GRAHAM L.P.
CONDENSED SCHEDULES OF INVESTMENTS
June 30, 2009 and December 31, 2008 (Unaudited)
<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)

$
%
   $
 %
 $


June 30, 2009, Partnership Net Assets:  $406,203,232





<c>
<c>
<c>
<c>
<c>
Commodity
   (986,481)
       (0.24)
    752,854
       0.19
   (233,627)
Equity
    724,117
        0.18
4,159
          ?
   728,276
Foreign currency
(2,469,837)
       (0.61)
(1,143,261)
      (0.28)
(3,613,098)
Interest rate
     189,921
        0.04
   (393,019)
      (0.10)
    (203,098)






     Grand Total:
 (2,542,280)
       (0.63)
  (779,267)
      (0.19)
 (3,321,547)

     Unrealized Currency Gain




       0.07

   287,868

     Total Net Unrealized Loss on Open Contracts



 (3,033,679)

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








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






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

     Unrealized Currency Gain




       0.22

   1,174,798


     Total Net Unrealized Gain on Open Contracts



   983,391







<fn>



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

June 30, 2009
(Unaudited)

The unaudited financial statements contained herein include, in
the opinion of management, all adjustments necessary for a fair
presentation of the financial condition and results of operations
of Morgan Stanley Charter Graham L.P. (the ?Partnership?).  The
financial statements and condensed notes herein should be read in
conjunction with the Partnership?s December 31, 2008, Annual
Report on Form 10-K.

1.  Organization
Morgan Stanley Charter Graham L.P. is a Delaware limited
partnership organized in 1998 to engage primarily in the
speculative trading of futures contracts, options on futures
contracts, and forward contracts on physical commodities and other
commodity interests, including, but not limited to, foreign
currencies, financial instruments, metals, energy, and
agricultural products (collectively, "Futures Interests") (refer
to Note 4. Financial Instruments).  The Partnership is one of the
Morgan Stanley Charter series of funds, comprised of the
Partnership, Morgan Stanley Charter WCM L.P., Morgan Stanley
Charter Aspect L.P., and Morgan Stanley Charter Campbell L.P.
(collectively, the "Charter Series").




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

The Partnership?s general partner is Demeter Management LLC
("Demeter").  On April 30, 2009, Demeter Management Corporation
was converted from a Delaware corporation to a Delaware limited
liability company and changed its name to Demeter Management LLC.
The commodity brokers are Morgan Stanley & Co. Incorporated
("MS&Co.") and Morgan Stanley & Co. International plc ("MSIP").
MS&Co. also acts as the counterparty on all trading of foreign
currency forward contracts.  MSIP serves as the commodity broker
for trades on the London Metal Exchange (?LME?). Demeter is a
wholly-owned subsidiary of Morgan Stanley Smith Barney Holdings
LLC, which in turn is majority owned by Morgan Stanley and
minority owned by Citigroup Inc. (?Citigroup?).  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.

Demeter does not believe that the change in ownership of Demeter
had a material impact on the Partnership?s limited partners.  At
all times Demeter served as the general partner of the Partnership
and it continues to do so.  The change in ownership occurred
pursuant to the transaction in which Morgan Stanley and Citigroup
agreed to combine the Global Wealth Management Group of Morgan
Stanley and the Smith Barney division of Citigroup Global Markets
Inc. into a new joint venture.  The transaction closed on June 1,
2009.
<page> MORGAN STANLEY CHARTER GRAHAM L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

On May 28, 2009, the Board of Directors of Demeter, in accordance
with the provisions of Section 5 of the limited partnership
agreement for the Partnership, resolved to modify the net worth
requirement of Demeter.  Demeter?s net worth requirement going
forward is 5% of the total partners? contributions, with a minimum
net worth of $50,000 and a maximum of $1,000,000 (cumulative for
all the limited partnerships for which Demeter acts as a general
partner, collectively the ?Funds?).  Prior to the amendment,
Demeter?s net worth requirement was generally at least 10% of
total partners? contributions (cumulative for all the limited
partnerships for which Demeter acted as general partner), with a
minimum net worth of $50,000, but with no maximum.  This change in
Demeter?s net worth requirement for the Funds does not affect the
limited partners? interests in the Funds, status as a limited
partner in the Funds, the status of the Funds as partnerships for
tax purposes.

2.  Related Party Transactions
The Partnership?s cash is on deposit with MS&Co. and MSIP in
futures, forward and options trading accounts to meet margin
requirements as needed.  Monthly, MS&Co. credits the Partnership
with interest income on 100% of its average daily funds held at
MS&Co. and MSIP to meet margin requirements at a rate
approximately equivalent to what the commodity brokers pay other

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

similar customers on margin deposits.  In addition, MS&Co.
credits the Partnership at each month end with interest income on
100% of the Partnership?s assets not deposited as margin at a
rate equal to the monthly average of the 4-week U.S. Treasury
bill discount rate during the month.  The Partnership pays
brokerage fees to MS&Co.

3.  Income Taxes
No provision for income taxes has been made in the accompanying
financial statements, as partners are individually responsible
for reporting income or loss based upon their respective share of
the Partnership?s revenues or expenses for income tax purposes.
The Partnership files U.S. federal and state tax returns.

Financial Accounting Standards Board ("FASB") Interpretation No.
48, "Accounting for Uncertainty in Income Taxes, an
interpretation of FASB Statement No. 109" ("FIN 48"), clarifies
the accounting for uncertainty in income taxes recognized in a
Partnership's financial statements, and prescribes a recognition
threshold and measurement attribute for financial statement
recognition and measurement of a tax position taken or expected
to be taken.  The 2005 through 2008 tax years generally remain
subject to examination by U.S. federal and most state tax
authorities.


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

4.  Financial Instruments
The Partnership trades Futures Interests.  Futures and forwards
represent contracts for delayed delivery of an instrument at a
specified date and price.  Risk arises from changes in the value
of these contracts and the potential inability of counterparties
to perform under the terms of the contracts.  There are numerous
factors which may significantly influence the fair value of these
contracts, including interest rate volatility.

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


The Partnership?s contracts are accounted for on a trade-date
basis and marked to market on a daily basis.  The Partnership
accounts for its derivative investments in accordance with the
provisions of Statement of Financial Accounting Standards (?SFAS?)
No. 133, "Accounting for Derivative Instruments and Hedging

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

Activities" ("SFAS No. 133").  SFAS No. 133 defines a derivative
as a financial instrument or other contract that has all three of
the following characteristics:


1)	One or more underlying notional amounts or payment
provisions;


2)	Requires no initial net investment or a smaller initial net
investment than would be required relative to changes in
market factors;
3)	Terms require or permit net settlement.

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




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

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

	<c>	<c>	<c>	<c>	<c>
Jun. 30, 2009	 668,421   (3,702,100)	(3,033,679)	Dec. 2010	 Sep. 2009
Dec. 31, 2008    2,306,468   (1,323,077)     983,391  Jun. 2010	 Mar. 2009
</table>


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

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-
styled options contracts are marked to market on a daily basis,
with variations in value settled on a daily basis.  MS&Co. and
MSIP, each acting as a commodity broker for the Partnership?s
exchange-traded futures, exchange-traded forward, and exchange-
traded futures-styled options contracts, are required, pursuant to
regulations of the Commodity Futures Trading Commission ("CFTC"),
to segregate from their own assets, and for the sole benefit of
their commodity customers, all funds held by them with respect to
exchange-traded futures, exchange-traded forward, and exchange-
traded futures-styled options contracts, including an amount equal
to the net unrealized gains (losses) on all open exchange-traded
futures, exchange-traded forward, and exchange-traded futures-
styled options contracts, which funds, in the aggregate, totaled
$417,861,016 and $565,899,074 at June 30, 2009, and December 31,

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

2008, 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
those off-exchange-traded forward currency contracts, the
Partnership is at risk to the ability of MS&Co., the sole
counterparty on all such contracts, to perform. The Partnership
has a netting agreement with MS&Co.  This agreement, which seeks
to reduce both the Partnership?s and MS&Co.?s exposure on off-
exchange-traded forward currency contracts, should materially
decrease the Partnership?s credit risk in the event of MS&Co.?s
bankruptcy or insolvency.

The futures, forwards and options traded by the Partnership
involve varying degrees of related market risk.  Market risk is
often dependent upon changes in the level or volatility of
interest rates, exchange rates and prices of financial
instruments and commodities, factors that result in frequent
changes in the fair value of the Partnership?s open positions,

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


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.

5.  Derivate Instruments and Hedging Activities
In March 2008, the FASB issued SFAS No. 161, ?Disclosures about
Derivative Instruments and Hedging Activities, an amendment of
FASB Statement No. 133? ("SFAS No. 161").  SFAS No. 161 is
intended to improve financial reporting about derivative
instruments and hedging activities by requiring enhanced
disclosures to enable investors to better understand how those
instruments and activities are accounted for; how and why they are
used; and their effects on a Partnership?s financial position,
financial performance, and cash flows.  SFAS No. 161 was effective
as of January 1, 2009, for the Partnership.


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


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

The following table summarizes the valuation of the Partnership?s
investments by the above SFAS No. 161 disclosure as of June 30,
2009 and reflects the contracts outstanding at such time.
<table> <caption>
The Effect of Trading Activities on the Statements of Financial Condition as of June 30, 2009:



Futures and Forward Contracts

      Long
          Unrealized
         Gain

       Long
L        Unrealized
       Loss

           Short
          Unrealized
           Gain

 Short
         Unrealized
        Loss

       Net
 Unrealized
 Gain/(Loss)

Total number
of outstanding
  contracts

$
  $
   $
    $
    $

June 30, 2009








             <c>
<c>
 <c>
 <c>
<c>
<c>
 Commodity
       1,580,020
   (2,566,501)
       818,468
        (65,614)
      (233,627)
           3,221
K   Equity
        1,515,083
      (790,966)
           4,159
           -
       728,276
           3,534
K   Foreign currency
       1,959,922
   (4,429,759)
       160,904
   (1,304,165)
   (3,613,098)
         17,307
K   Interest rate
    390,159
    (200,238)
       37,475
    (430,494)
    (203,098)
         5,769
K        Total
 5,445,184
 (7,987,464)
  1,021,006
 (1,800,273)
 (3,321,547)

K        Unrealized currency gain




            287,868

K        Total net unrealized loss
             on open contracts





    (3,033,679)


</table>
The following tables summarize the net trading results of the
Partnership during the three and six month periods as required by
SFAS No. 161.
<page> MORGAN STANLEY CHARTER GRAHAM L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
<table> <caption>
The Effect of Trading Activities on the Statements of Operations for the Three and Six Months Ended June 30, 2009 included in
Total Trading Results:


     For the Three Months
       For the Six Months

     Ended June 30, 2009
     Ended June 30, 2009
Type of Instrument
  $
  $


             <c>
             <c>
 Commodity
            (6,881,506)
            (9,974,936)
K   Equity
             (2,442,650)
             (1,257,892)
K   Foreign currency
              6,567,970
              3,208,480
K   Interest rate
             (6,226,029)
             (5,426,930)
K   Unrealized currency loss
                (313,192)
                (886,930)
K        Total
            (9,295,407)
           (14,338,208)
</table>
<table> <caption>
Line Items on the Statements of Operations for the Three and Six Months Ended June 30, 2009:

     For the Three Months
      For the Six Months

     Ended June 30, 2009
    Ended June 30, 2009
Trading Results
  $
  $


             <c>
           <c>
Realized
           (9,085,134)
          (10,321,138)
K   Net change in unrealized
              (210,273)
            (4,017,070)
K      Total Trading Results
    (9,295,407)
   (14,338,208)

</table>
6.  Fair Value Measurements
As defined by SFAS No. 157, ?Fair Value Measurements?, fair value
is the amount that would be recovered when an asset is sold or an
amount paid to transfer a liability, in an ordinary transaction
between market participants at the measurement date (exit price).
Market price observability is impacted by a number of factors,
including the types of investments, the characteristics specific
to the investment, and the state of the market (including the
existence and the transparency of transactions between market
participants). Investments with readily available actively quoted
prices in an ordinary market will generally have a higher degree
of market price observability and a lesser degree of judgment
used in measuring fair value.
<page> MORGAN STANLEY CHARTER GRAHAM L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)


SFAS No. 157 requires use of a fair value hierarchy that
prioritizes the inputs to valuation techniques used to measure
fair value into three levels: Level 1 ? unadjusted quoted market
prices in active markets for identical assets and liabilities;
Level 2 - inputs other than unadjusted quoted market prices that
are observable for the asset or liability, either directly or
indirectly (including quoted prices for similar investments,
interest rates, credit risk); and Level 3 - unobservable inputs
for the asset or liability (including the Partnership?s own
assumptions used in determining the fair value of investments).

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



The following tables summarize the valuation of the Partnership?s
investments by the above SFAS No. 157 fair value hierarchy as of
June 30, 2009 and December 31, 2008:





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

June 30, 2009



Assets
  Quoted Prices in
Active Markets for
 Identical Assets
      (Level 1)
 Significant Other
   Observable
       Inputs
     (Level 2)
  Significant
    Unobservable
      Inputs
    (Level 3)




          Total


<c>
<c>
 <c>

<c>
Net unrealized gain (loss) on open contracts
                     $668,421
$(3,702,100)
          n/a

             $(3,033,679)
</table>
<table> <caption>
December 31, 2008



Assets
  Quoted Prices in
Active Markets for
 Identical Assets
      (Level 1)
 Significant Other
   Observable
       Inputs
     (Level 2)
  Significant
    Unobservable
      Inputs
    (Level 3)




              Total


<c>
<c>
 <c>

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

$983,391

</table>
7.  Recent Accounting Pronouncements
(a) Determining Fair Value When the Volume and Level of Activity
    for the Asset or Liability Have Significantly Decreased and
    Identifying Transactions That Are Not Orderly

In April 2009, the FASB issued FASB Staff Position (?FSP?) SFAS
No. 157-4, Determining Fair Value When the Volume and Level of
Activity for the Asset or Liability Have Significantly Decreased
and Identifying Transactions That Are Not Orderly (?FSP SFAS No.
157-4?).  FSP SFAS No. 157-4 provides additional guidance for
determining fair value and requires new disclosures regarding the
categories of fair value instruments, as well as the inputs and
valuation techniques utilized to determine fair value and any
changes to the inputs and valuation techniques during the period.
FSP SFAS No. 157-4 is effective for the quarter ended June 30,
2009.  The adoption of FSP SFAS No. 157-4 did not have a material
impact on the Partnership?s financial statements.
<page> MORGAN STANLEY CHARTER GRAHAM L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)


(b) Interim Disclosures about Fair Value of Financial Instruments
In April 2009, the FASB issued FSP SFAS No. 107-1 and Accounting
Principals Board (?APB?) No. 28-1, Interim Disclosures About Fair
Value of Financial Instruments (?FSP SFAS No. 107-1? and ?APB No.
28-1?).  The staff position requires fair value disclosures of
financial instruments on a quarterly basis, as well as new
disclosures regarding the methodology and significant assumptions
underlying the fair value measures and any changes to the
methodology and assumptions during the reporting period.  FSP
SFAS No. 107-1 and APB No. 28-1 are effective for the quarter
ended June 30, 2009.  The adoption of FSP SFAS No. 107-1 and APB
No. 28-1 did not have a material impact on the Partnership?s
financial statements.

(c)  Subsequent Events

In May 2009, the FASB issued SFAS No. 165, Subsequent Events
(?SFAS No. 165?).  SFAS No. 165 establishes general standards of
accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued or
are available to be issued.  It requires the disclosure of the
date through which an entity has evaluated subsequent events and
the basis for that date; that is, whether that date represents


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



the date the financial statements were issued or were available
to be issued.  SFAS No. 165 is effective for the quarter ended
June 30, 2009.  Management has performed its evaluation of
subsequent events through August 12, 2009, the date these
financial statements were issued.

(d)  Accounting Standards Codification

On June 29, 2009, the FASB issued Statement No. 168, ?FASB
Accounting Standards Codification? and the Hierarchy of Generally
Accepted Accounting Principles ? a replacement of FASB Statement
No. 162.  The FASB has stated that ?the FASB Accounting Standards
Codification? (?Codification?) will become the source of
authoritative U.S. Generally Accepted Accounting Principles
(?GAAP?) recognized by the FASB to be applied by nongovernmental
entities.  Once effective, the Codification?s content will carry
the same level of authority, effectively superseding Statement No.
162.  In other words, the GAAP hierarchy will be modified to
include only two levels of GAAP: authoritative and
nonauthoritative Statement No. 168 is effective for financial
statements issued for interim and annual periods ending after
September 15, 2009.



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

8.  Restricted and Unrestricted Cash
As reflected on the Partnership?s Statements of Financial
Condition, restricted cash equals the cash portion of assets on
deposit to meet margin requirements plus the cash required to
offset unrealized losses on foreign currency forwards and options
and offset losses on offset LME positions. All of these amounts
are maintained separately.  Cash that is not classified as
restricted cash is therefore classified as unrestricted cash.
















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

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

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

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

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

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

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

Results of Operations
General.  The Partnership?s results depend on the Trading Advisor
and the ability of the Trading Advisor?s trading programs to take
advantage of price movements in the futures, forward and options
markets.  The following presents a summary of the Partnership?s
operations for the three and six month periods ended June 30, 2009
and 2008, and a general discussion of its trading activities
during each period.  It is important to note, however, that the
Trading Advisor trades in various markets at different times and
that prior activity in a particular market does not mean that such
market will be actively traded by the Trading Advisor or will be
profitable in the future. Consequently, the results of operations
of the Partnership are difficult to discuss other than in the
context of the Trading Advisor?s trading activities on behalf of
<page> the Partnership during the period in question.  Past
performance is no guarantee of future results.

The Partnership?s results of operations set forth in the
Financial Statements on pages 2 through 22 of this report are
prepared in accordance with accounting principles generally
accepted in the United States of America, which require the use
of certain accounting policies that affect the amounts reported
in these Financial Statements, including the following:  the
contracts the Partnership trades are accounted for on a trade-
date basis and marked to market on a daily basis.  The difference
between their original contract value and market value is
recorded on the Statements of Operations as ?Net change in
unrealized trading profit (loss)? for open (unrealized)
contracts, and recorded as ?Realized trading profit (loss)? when
open positions are closed out.  The sum of these amounts
constitutes the Partnership?s trading results.  The market value
of a futures contract is the settlement price on the exchange on
which that futures contract is traded on a particular day.  The
value of a foreign currency forward contract is based on the spot
rate as of the close of business.  Interest income, as well as
management fees and brokerage fees expenses of the Partnership
are recorded on an accrual basis.

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

For the Three and Six Months Ended June 30, 2009
The Partnership recorded total trading results including interest
income totaling $(9,204,328) and expenses totaling $8,685,279,
resulting in a net loss of $17,889,607 for the three months ended
June 30, 2009. The Partnership?s net asset value per Unit
decreased from $28.08 at March 31, 2009, to $26.92 at June 30,
2009.

The most significant trading losses of approximately 1.5% were
experienced in the global interest rate sector, primarily during
April and June.  Losses were recorded during April from long
positions in European fixed-income futures as prices reversed
lower after a pledge from G-20 leaders to support the global
economy sapped demand for the ?safe haven? of government bonds.
European interest rate futures prices were also pressured lower
in April after the European Central Bank reduced its benchmark
interest rate less than expected.  Additional losses were
recorded in June from long positions in short-term U.S. and
European fixed-income futures as prices declined amid rising
investor confidence.  Meanwhile, short positions in Japanese
fixed-income futures resulted in losses as prices increased
<page> during June after the Bank of Japan indicated that it
remained cautious about the Japanese economy.  Within the energy
markets, losses of approximately 0.8% were incurred primarily
during May and June from short futures positions in heating oil,
natural gas, and gas oil as prices reversed higher on optimism
that a possible rebound in global economic growth might boost
energy demand.  Within the global stock index sector, losses of
approximately 0.6% were recorded primarily during April from
short futures positions in European equity index futures as
prices rose amid better-than-expected corporate earnings reports
and news that G-20 leaders pledged more than $1 trillion in
emergency aid to cushion the global economy from further
financial turmoil.  Additional losses were experienced during
June from newly established long positions in European equity
index futures as prices reversed lower on speculation that the
recent rally in the global stock index markets might have
outpaced the prospects for corporate earnings growth.  Within the
agricultural markets, losses of approximately 0.5% were incurred
primarily during June from long futures positions in coffee as
prices decreased amid expectations of higher output due to
favorable weather conditions in the world?s major growing
regions.  Elsewhere in the agricultural complex, long positions
in wheat futures resulted in losses as prices dropped during June
amid larger-than-expected supplies.  Smaller losses of
approximately 0.4% were recorded within the metals sector,
primarily during April and June, from long futures positions in
<page> gold and silver as prices declined due to a temporary
rebound in the global equity markets and a rise in the value of
the U.S. dollar, which eroded demand for precious metals as an
alternative investment.  A portion of the Partnership?s losses
for the quarter was offset by gains of approximately 1.5%
recorded within the currency sector, primarily during May, from
long positions in the South African rand, Australian dollar, and
Canadian dollar versus the U.S. dollar as the value of the U.S.
dollar moved lower against most of its rivals after a government
report showed U.S. employers cut fewer jobs than forecasted,
which reduced demand for the U.S. dollar as a ?safe haven?
currency.  Meanwhile, the value of the Australian dollar and
Canadian dollar increased during May in the wake of rising
commodity prices.

The Partnership recorded total trading results including interest
income totaling $(14,079,403) and expenses totaling $20,630,042,
resulting in a net loss of $34,709,445 for the six months ended
June 30, 2009. The Partnership?s net asset value per Unit
decreased from $29.13 at December 31, 2008, to $26.92 at June 30,
2009.

The most significant trading losses of approximately 1.3% were
incurred within the global interest rate sector, primarily during
January, April, and June.  Losses were recorded during January
from long positions in European fixed-income futures as prices
<page> decreased following news that debt sales might increase as
governments around the world boosted spending in an effort to
ease the deepening economic slump.  European fixed-income futures
prices moved lower during April and June after a pledge from G-20
leaders to support the global economy and better-than-expected
economic data reduced demand for the relative ?safety? of
government bonds.  Additional losses were experienced from short
positions in Japanese fixed-income futures as prices increased
after the Bank of Japan indicated that they remain cautious about
the Japanese economy.  Within the agricultural markets, losses of
approximately 1.0% were recorded primarily during March from
short futures positions in coffee, wheat, and corn as prices
reversed higher amid speculation that government bailouts might
help revive the global economy and boost demand for these
commodities.  Additional losses were incurred during June from
newly established long positions in coffee and wheat futures as
prices moved lower amid expectations of higher output due to
favorable weather conditions in the world?s major growing
regions.  Within the metals sector, losses of approximately 1.0%
were experienced throughout the majority of the first half of the
year from short futures positions in copper and zinc as prices
rose amid speculation that economic stimulus plans in the U.S.
and China might help boost demand for base metals.  Additional
losses were recorded from short positions in gold futures as
prices increased during the latter half of January due to
widespread uncertainty regarding the short-term future of the
<page> global economy, which boosted demand for gold as a ?safe
haven?. Further losses were incurred during the second quarter
from newly established long futures positions in gold and silver
as prices declined due to a temporary rebound in the global
equity markets and a rise in the value of the U.S. dollar.
Within the global stock index sector, losses of approximately
0.6% were experienced primarily during March and April from short
positions in U.S. and European equity index futures as prices
reversed higher after G-20 officials indicated that participating
governments and central banks would ?take whatever further
actions are necessary to stabilize the financial system?.  Prices
were also supported higher amid an expansion of the U.S. Federal
Reserve?s financial-rescue strategy, which boosted speculation
that government programs might revive economic growth in the near
term.  Additional losses were incurred during June from newly
established long positions in European equity index futures as
prices declined on speculation that the recent rally in the
global equity index markets might have outpaced the prospects for
corporate earnings growth.  Smaller losses of approximately 0.4%
were recorded within the energy markets, primarily during March,
May, and June, from short futures positions in heating oil, gas
oil, and gasoline as prices increased on optimism that a possible
rebound in global economic growth might boost energy demand.  A
portion of the Partnership?s losses for the first six months of
the year was offset by gains of approximately 0.6% recorded
within the currency sector, primarily during January, from short
<page> positions in the Australian dollar and New Zealand dollar
versus the U.S. dollar as the value of the U.S. dollar moved
higher against these currencies after a government report showed
the U.S. trade deficit narrowed by the largest amount in 12
years.  During May, additional gains were experienced from long
positions in the Australian dollar, New Zealand dollar, and South
African rand versus the U.S. dollar as the value of the U.S.
dollar moved lower against most of its rivals after a government
report showed U.S. employers cut fewer jobs than forecast, which
reduced demand for the U.S. dollar as a ?safe haven? currency.
Furthermore, the value of the Australian dollar and New Zealand
dollar increased during May in the wake of rising commodity
prices.

For the Three and Six Months Ended June 30, 2008
The Partnership recorded total trading results including interest
income totaling $52,253,850 and expenses totaling $9,708,261,
resulting in net income of $42,545,589 for the three months ended
June 30, 2008. The Partnership?s net asset value per Unit
increased from $24.32 at March 31, 2008, to $26.50 at June 30,
2008.

The most significant trading gains of approximately 6.1% were
experienced in the energy markets throughout most of the quarter
from long futures positions in crude oil and its related products
as prices moved sharply higher due to a drop in OPEC output,
<page> supply threats in Nigeria and Iraq, growing Asian fuel
consumption, and an unexpected decline in domestic inventories.
Meanwhile, long positions in natural gas futures resulted in
gains as prices increased throughout the quarter amid declining
production in Western Canada, falling U.S. inventories, and
forecasts for an active hurricane season in the Atlantic.
Furthermore, futures prices of crude oil and its related
products, as well as natural gas, were pressured higher due to
continued weakness in the value of the U.S. dollar, which spurred
demand for physical commodities as an alternative investment.
Within the currency sector, gains of approximately 2.2% were
recorded primarily during April and May from long positions in
the Brazilian real, Turkish lira, and Hungarian forint versus the
U.S. dollar as the value of the U.S. dollar moved lower against
most of its rivals on concerns of a slowing U.S. economy.  Within
the agricultural markets, gains of approximately 1.0% were
experienced primarily during June from long futures positions in
the soybean complex and corn as prices increased due to supply
concerns after severe floods in the U.S. Midwest damaged crops.
Elsewhere, long positions in cocoa futures resulted in gains as
prices rose amid speculation that crops in the Ivory Coast, the
world?s largest producer, were developing more slowly than
anticipated.  Additional gains of approximately 0.6% were
recorded within the global stock index sector, primarily during
June, from short positions in European equity index futures as
prices moved sharply lower throughout the month on concerns that
<page> surging commodity prices and additional subprime related
writedowns might erode corporate earnings and continue to slow
global economic growth.  In addition, prices of European stock
index futures were pressured lower after government reports
revealed an unexpected drop in Germany?s consumer confidence and
a continued housing slump in the United Kingdom.

The Partnership recorded total trading results including interest
income totaling $107,095,600 and expenses totaling $18,794,872,
resulting in net income of $88,300,728 for the six months ended
June 30, 2008. The Partnership?s net asset value per Unit
increased from $22.02 at December 31, 2007, to $26.50 at June 30,
2008.

The most significant trading gains of approximately 9.9% were
recorded in the energy markets from long futures positions in
crude oil and its related products as prices moved consistently
higher due to speculation that OPEC might cut production, ongoing
geopolitical concerns in the Middle East, growing Asian fuel
consumption, and strong demand for physical commodities as an
inflation hedge.  Elsewhere, long positions in natural gas
futures also experienced gains during the first and second
quarters as prices rose in February and March on expectations of
a rise in demand due to colder weather in the U.S. Northeast and
news of a drop in U.S. inventories.  During the second quarter,
prices were pressured higher amid declining production in Western
<page> Canada, a continued decline in U.S. inventories, and
forecasts for an active hurricane season in the Atlantic.  In
addition, futures prices of crude oil, its related products, and
natural gas increased due to persistent decline in the value of
the U.S. dollar.  Within the global stock index sector, short
positions in European, U.S., and Pacific Rim equity index futures
resulted in gains of approximately 4.7% as prices decreased
during January, February, March, and June on concerns that a
persistent U.S. housing slump, mounting losses linked to U.S.
subprime mortgage investments, rising commodity prices, and a
weakening job market would restrain consumer spending, erode
corporate earnings, and curb global economic growth.  Within the
currency sector, gains of approximately 3.6% were recorded,
primarily during March, April, and May, from long positions in
the Brazilian real, Colombian peso, and Mexican peso versus the
U.S. dollar as the value of the U.S. dollar moved lower against
most of it rivals amid the aforementioned weak economic data out
of the U.S.  Within the agricultural markets, gains of
approximately 2.6% were experienced, primarily during January,
February, and June, from long positions in corn futures as prices
increased following news that global production may drop, rising
energy prices may boost demand for alternative biofuels made from
ethanol, and severe floods in the U.S. Midwest damaged crops.
Meanwhile, long futures positions in cocoa resulted in gains as
prices rose in June amid speculation that crops in the Ivory
Coast, the world?s largest producer, were developing more slowly
<page> than anticipated.  Additional gains of approximately 1.0%
were recorded within the global interest rate sector, primarily
during January and February, from long positions in Japanese
interest rate futures as prices increased in a ?flight-to-
quality? following a sharp decline in the global equity markets
and the aforementioned concerns regarding the global economy.
Further gains were experienced during May and June from short
positions in European fixed-income futures as prices declined
after government reports revealed accelerating inflation in the
Euro-Zone.  Smaller gains of approximately 0.5% were recorded
within the metals markets, primarily during February, from long
futures positions in silver and gold as prices rose due to a
sharp drop in the value of the U.S. dollar.

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.

<page> 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
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 <page>
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.

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 <page>
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
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 <page>
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
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
<page> by primary market risk category at June 30, 2009 and 2008.
At June 30, 2009 and 2008, the Partnership?s total capitalization
was approximately $406 million and $513 million, respectively.

Primary Market	June 30, 2009	 June 30, 2008
Risk Category	 Value at Risk 	 Value at Risk

Equity	(2.09)%	(0.59)%
Currency	(1.03)	(0.98)
Interest Rate	(0.32)	(0.35)
Commodity 	(1.00)	(0.97)
Aggregate Value at Risk	        (3.46)%	(1.26)%

The VaR for a market category represents the one-day downside risk
for the aggregate exposures associated with this market category.
The Aggregate Value at Risk listed above represents the VaR of the
Partnership?s open positions across all the market categories, and
is less than the sum of the VaRs for all such market categories
due to the diversification benefit across asset classes.

Because the business of the Partnership is the speculative
trading of futures, forwards and options, the composition of its
trading portfolio can change significantly over any given time
period, or even within a single trading day.  Such changes could
positively or negatively materially impact market risk as
measured by VaR.

<page> 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, 2008, through June 30, 2009.

Primary Market Risk Category	High	Low	Average
Equity	(2.09)%	(0.05)%	(0.84)%

Currency	(1.03)	(0.07)	(0.65)

Interest Rate	(0.67)	(0.32)	(0.42)

Commodity	(1.00)	(0.19)	(0.61)

Aggregate Value at Risk	(3.46)%	(0.42)%	(1.52)%



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;

<page>
*	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 June 30, 2009 and 2008, and for the four
quarter-end reporting periods from July 1, 2008, through June 30,
2009.  VaR is not necessarily representative of the Partnership?s
historic risk, nor should it be used to predict the Partnership?s
future financial performance or its ability to manage or monitor
risk.  There can be no assurance that the Partnership?s actual
losses on a particular day will not exceed the VaR amounts
indicated above or that such losses will not occur more than once
in 100 trading days.
<page>
Non-Trading Risk
The Partnership has non-trading market risk on its foreign cash
balances.  These balances and any market risk they may represent
are immaterial.

The Partnership also maintains a substantial portion of its
available assets in cash at MS&Co.; as of June 30, 2009, such
amount was equal to approximately 94% of the Partnership?s net
asset value.  A decline in short-term interest rates would result
in a decline in the Partnership?s cash management income. This
cash flow risk is not considered to be material.

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

Qualitative Disclosures Regarding Primary Trading Risk Exposures
The following qualitative disclosures regarding the Partnership?s
market risk exposures - except for (A) those disclosures that are
statements of historical fact and (B) the descriptions of how the
Partnership manages its primary market risk exposures - constitute
forward-looking statements within the meaning of Section 27A of
<page> the Securities Act and Section 21E of the Securities
Exchange Act. The Partnership?s primary market risk exposures, as
well as the strategies used and to be used by Demeter and the
Trading Advisor for managing such exposures, are subject to
numerous uncertainties, contingencies and risks, any one of which
could cause the actual results of the Partnership?s risk controls
to differ materially from the objectives of such strategies.
Government interventions, defaults and expropriations, illiquid
markets, the emergence of dominant fundamental factors, political
upheavals, changes in historical price relationships, an influx of
new market participants, increased regulation, and many other
factors could result in material losses, as well as in material
changes to the risk exposures and the risk management strategies
of the Partnership.

The Trading Advisor, in general, tends to utilize its trading
system(s) to take positions when market opportunities develop, and
Demeter anticipates that the Trading Advisor will continue to do
so.

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, 2009, by market sector.  It may be <page>
anticipated, however, that these market exposures will vary
materially over time.

Equity.  The largest market exposure of the Partnership at June
30, 2009, was to the global stock index sector, primarily to
equity price risk in the G-7 countries.  The G-7 countries
consist of France, the U.S., the United Kingdom, Germany, Japan,
Italy, and Canada. The stock index futures traded by the
Partnership are by law limited to futures on broadly-based
indices.  At June 30, 2009, the Partnership?s primary market
exposures were to the NASDAQ 100 (U.S.), Nikkei 225 (Japan), IBEX
35 (Spain), S&P 500 (U.S.), TOPIX (Japan), CAC 40 (France), FTSE
100 (United Kingdom), DAX (Germany), Euro Stox 50 (Europe), Hang
Seng (Hong Kong), Dow Jones (U.S.), Canadian S&P 60 (Canada),
Russell 2000 (U.S.), and SPI 200 (Australia) stock indices.  The
Partnership is typically exposed to the risk of adverse price
trends or static markets in the U.S., European, and Pacific Rim
stock indices. Static markets would not cause major market
changes, but would make it difficult for the Partnership to avoid
trendless price movements, resulting in numerous small losses.

Currency.  The second largest market exposure of the Partnership
at June 30, 2009, was to the currency sector.  The Partnership?s
currency exposure is to exchange rate fluctuations, primarily
fluctuations which disrupt the historical pricing relationships
between different currencies and currency pairs.  Interest rate
<page> changes, as well as political and general economic
conditions influence these fluctuations.  The Partnership trades
a number of currencies, including cross-rates - i.e., positions
between two currencies other than the U.S. dollar.  At June 30,
2009, the Partnership?s major exposures were to the euro,
Japanese yen, Swiss franc, British pound, and Australian dollar
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 June 30, 2009, the Partnership had market
exposure in the global interest rate sector.  Exposure was
primarily spread across the U.S., European, Japanese, Canadian,
and Australian 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.
However, the Partnership also takes futures positions in the
government debt of smaller nations - e.g., Australia.  Demeter
<page> 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.

Commodity.
Energy. The third largest market exposure of the Partnership
at June 30, 2009, was to the energy sector.  The
Partnership?s energy exposure was shared primarily by
futures contracts in crude oil and its related products, as
well as in natural gas.  Price movements in these markets
result from geopolitical developments, particularly in the
Middle East, as well as weather patterns and other economic
fundamentals.  Significant profits and losses, which have
been experienced in the past, are expected to continue to be
experienced in the future.  Natural gas has exhibited
volatility in prices resulting from weather patterns and
supply and demand factors and will likely continue in this
choppy pattern.

Soft Commodities and Agriculturals.  At June 30, 2009, the
Partnership had market exposure in the markets that comprise
these sectors.  Most of the exposure was to the sugar,
<page> soybeans, corn, coffee, soybean meal, cocoa, cotton,
live cattle, wheat, and soybean oil markets. Supply and
demand inequalities, severe weather disruptions, and market
expectations affect price movements in these markets.

Metals. At June 30, 2009, the Partnership had market
exposure in the metals sector.  The Partnership?s metals
exposure was to fluctuations in the price of precious
metals, such as gold and silver, as well as base metals,
such as copper, zinc, lead, and aluminum.  Economic forces,
supply and demand inequalities, geopolitical factors, and
market expectations influence price movements in these
markets.

Qualitative Disclosures Regarding Non-Trading Risk Exposure
The following was the only non-trading risk exposure of the
Partnership at June 30, 2009:

Foreign Currency Balances. The Partnership?s primary foreign
currency balances at June 30, 2009, were in Japanese yen,
euros, Hong Kong dollars, British pounds, Canadian dollars,
Swiss francs, and Australian dollars.  The Partnership
controls the non-trading risk of foreign currency balances
by regularly converting them back into U.S. dollars upon
liquidation of their respective positions.


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

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

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


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

Limitations on the Effectiveness of Controls

Any control system, no matter how well designed and operated, can
provide reasonable (not absolute) assurance that its objectives
will be met.  Furthermore, no evaluation of controls can provide
absolute assurance that all control issues and instances of
fraud, if any, have been detected.

Item 4T.   CONTROLS AND PROCEDURES
Not applicable.


<page>
PART II.  OTHER INFORMATION
Item 1A. RISK FACTORS
There have been no material changes from the risk factors
previously referenced in the Partnership?s Report on Form 10-K for
the fiscal year ended December 31, 2008, and the Partnership?s
Report on Form 10Q for the quarter ended March 31, 2009.


Item 6.  EXHIBITS

31.01	Certification of President of Demeter Management LLC, 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 LLC, 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 LLC, 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 LLC, the general partner of the Partnership,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
















<page>

SIGNATURE



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



                     Morgan Stanley Charter Graham L.P.
                     (Registrant)

                     By: Demeter Management LLC
                         (General Partner)

August 12, 2009      By: /s/ Christian Angstadt
                             Christian Angstadt
                             Chief Financial Officer





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




? 6 ?






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