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, 2008 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, 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

	September 30, 2008

<caption>


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

				   <c>
		Statements of Financial Condition as of September 30, 2008
 		(Unaudited) and December 31, 2007...........................2

		Statements of Operations for the Three and Nine Months
		Ended September 30, 2008 and 2007 (Unaudited)...............3

		Statements of Changes in Partners? Capital for the
Nine Months Ended September 30, 2008 and 2007 (Unaudited)...4

		Statements of Cash Flows for the Nine Months Ended
		September 30, 2008 and 2007 (Unaudited).....................5

		Condensed Schedules of Investments as of September 30, 2008
		(Unaudited) and December 31, 2007	6

		Notes to Financial Statements (Unaudited)................7-15

Item 2.	Management?s Discussion and Analysis of
			Financial Condition and Results of Operations....... 16-30

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 5.	Other Information.......................................47

Item 6.	Exhibits.............................................47-48

</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,
	      2008       	      2007
	$	$
	(Unaudited)
ASSETS

	<c>	<c>
Trading Equity:
	Unrestricted cash	478,847,861	428,483,746
	Restricted cash	     36,844,214	    11,795,125

	     Total cash	    515,692,075	  440,278,871

	Net unrealized gain on open contracts (MSIP)	1,475,537	           64,122
   	Net unrealized loss on open contracts (MS&Co.)	    (23,323,923)	        (269,587)

	     Total net unrealized loss on open contracts	     (21,848,386)	        (205,465)

	     Total Trading Equity	493,843,689	440,073,406

Subscriptions receivable	10,069,767	6,032,184
Interest receivable (MS&Co.)	           394,363	      1,136,385

	     Total Assets	    504,307,819	  447,241,975

LIABILITIES AND PARTNERS? CAPITAL

Liabilities

Redemptions payable	7,396,941	 3,952,743
Accrued brokerage fees (MS&Co.)	2,414,089	2,261,439
Accrued management fees	          804,697	       753,813

	     Total Liabilities	     10,615,727	    6,967,995

Partners? Capital

Limited Partners (19,648,481.779 and
   19,771,249.924 Units, respectively)	488,517,029	435,434,673
General Partner (208,144.501 and
   219,732.501 Units, respectively)	       5,175,063	     4,839,307

         Total Partners? Capital	    493,692,092	 440,273,980

         Total Liabilities and Partners? Capital	   504,307,819	 447,241,975


NET ASSET VALUE PER UNIT	               24.86	            22.02
<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,


                             2008   	         2007    	        2008   	    2007
                           $	            $	            $	 	 $

	<c>	<c>		<c>	<c>
INVESTMENT INCOME
	Interest income (MS&Co.)	     1,847,377		    4,876,123		   6,304,379	     14,579,986

EXPENSES
	Brokerage fees (MS&Co.)	7,434,091	6,482,388	21,530,244	18,370,592
	Management fees	     2,478,030	    2,160,797	    7,176,749	    6,123,532

		Total Expenses 	     9,912,121	    8,643,185		   28,706,993	 24,494,124

NET INVESTMENT LOSS 	    (8,064,744)	   (3,767,062)	   (22,402,614)	  (9,914,138)

TRADING RESULTS
Trading profit (loss):
	Realized	10,834,599	(19,043,854)	100,767,311	44,778,000
	Net change in unrealized	    (34,348,807)	     7,763,401		    (21,642,921)	     4,693,410

		Total Trading Results	    (23,514,208)	 (11,280,453)		     79,124,390	   49,471,410

NET INCOME (LOSS)	    (31,578,952)		   (15,047,515)	    56,721,776	   39,557,272

NET INCOME (LOSS) ALLOCATION

	Limited Partners	(31,239,180)		  (14,885,172)      	56,093,655	          39,130,364
	General Partner                         	(339,772)	                 (162,343)                   	628,121	               426,908


NET INCOME (LOSS) PER UNIT

	Limited Partners             	 (1.64)	(0.74)	2.84                    2.00
	General Partner                           	 (1.64)	(0.74)	2.84                   2.00


                       Units    	                Units                          Units                     Units
WEIGHTED AVERAGE NUMBER
	OF UNITS OUTSTANDING                19,639,185.958   	 	20,112,057.909	19,730,811.356	    20,627,620.990

<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, 2008 and 2007
	(Unaudited)

<caption>

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

	<c>	<c>		<c>	<c>
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




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

Offering of Units	3,020,069.706	74,500,154	?    	74,500,154

Net Income                                                                ?	  	56,093,655	628,121	56,721,776

Redemptions	  (3,154,425.851)	   (77,511,453)	        (292,365)	  (77,803,818)

Partners? Capital,
   September 30, 2008	 19,856,626.280	 488,517,029	  5,175,063	 493,692,092




<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,

	  2008   	    2007
	$	$


CASH FLOWS FROM OPERATING ACTIVITIES

			<c>	<c>
Net income 	56,721,776	39,557,272
Noncash item included in net income:
	Net change in unrealized	21,642,921	 (4,693,410)

(Increase) decrease in operating assets:
	Restricted cash	(25,049,089)	43,640,699
	Interest receivable (MS&Co.)	742,022	470,464

Increase (decrease) in operating liabilities:
	Accrued brokerage fees (MS&Co.)	152,650	(53,551)
	Accrued management fees	            50,884	         (17,850)

Net cash provided by operating activities	    54,261,164	   78,903,624


CASH FLOWS FROM FINANCING ACTIVITIES

Cash received from offering of Units	70,462,571	35,320,545
Cash paid for redemptions of Units 	    (74,359,620)	   (72,713,866)

Net cash used for financing activities	      (3,897,049)	   (37,393,321)

Net increase in unrestricted cash	50,364,115	41,510,303

Unrestricted cash at beginning of period	    428,483,746	   362,441,363

Unrestricted cash at end of period	                478,847,861	                403,951,666


<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
September 30, 2008 (Unaudited) and December 31, 2007
<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, 2008, Partnership Net Assets:  $493,692,092





<c>
<c>
<c>
<c>
<c>
Commodity
   (304,159)
       (0.06)
  4,135,536
       0.84
 3,831,377
Equity
    120,547
        0.02
1,317,797
       0.27
1,438,344
Foreign currency
 (15,958,646)
       (3.23)
( (11,690,304)
      (2.38)
(27,648,950)
Interest rate
    (712,686)
       (0.14)
    (257,173)
      (0.05)
       (969,859)






     Grand Total:
(16,854,944)
       (3.41)
 (6,494,144)
      (1.32)
  (23,349,088)

     Unrealized Currency Gain





    1,500,702

     Total Net Unrealized Loss



 (21,848,386)

December 31, 2007, Partnership Net Assets:  $440,273,980








Commodity
 1,186,484
        0.27
   (118,001)
      (0.03)
 1,068,483
Equity
   (102,031)
       (0.02)
 (23,945)
      (0.01)
  (125,976)
Foreign currency
(1,534,962)
       (0.34)
   (914,641)
      (0.21)
(2,449,603)
Interest rate
      381,109
        0.08
   (597,710)
      (0.13)
   (216,601)






     Grand Total:
      (69,400)
       (0.01)
(1,654,297)
      (0.38)
 (1,723,697)

     Unrealized Currency Gain





   1,518,232

     Total Net Unrealized Loss



  (205,465)


	<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, 2008
(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, 2007, 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").  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"), which
effective as of May 1, 2006, no longer accepts subscriptions and


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

exchanges of units of limited partnership interest ("Unit(s)")
from any other Charter Series for Units of Morgan Stanley Charter
Campbell L.P.

The Partnership?s general partner is Demeter Management
Corporation ("Demeter"). The commodity brokers are Morgan Stanley
& Co. Incorporated ("MS&Co.") and Morgan Stanley & Co.
International plc ("MSIP").  MS&Co. also acts as the counterparty
on all trading of foreign currency forward contracts.  MSIP serves
as the commodity broker for trades on the London Metal Exchange.
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.  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.  The
2004 through 2007 tax years generally remain subject to
examination by U.S. federal and most state tax authorities.


4.  Financial Instruments
The Partnership trades Futures Interests.  Futures and forwards
represent contracts for delayed delivery of an instrument at a
specified date and price.  Risk arises from changes in the value
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.


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

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


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

3)	Terms require or permit net settlement.

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




The net unrealized gains (losses) on open contracts, reported as a
component of ?Trading Equity? on the Statements of Financial
Condition, and their longest contract maturities were as follows:
<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>
Sep. 30, 2008    6,035,382   (27,883,768)	(21,848,386) Mar. 2010	 Dec. 2008
Dec. 31, 2007    2,077,012    (2,282,477)	   (205,465) Jun. 2009	 Mar. 2008
</table>
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



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

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
$521,727,457 and $442,355,883 at September 30, 2008, and December
31, 2007, 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



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

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.

5.  New Accounting Developments
In September 2006, the Financial Accounting Standards Board
("FASB") issued Statement of Financial Accounting Standards No.
157 ("SFAS 157"), "Fair Value Measurements".  SFAS 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 - quoted market prices in active markets for
identical assets and liabilities; Level 2 - inputs other than
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






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


Partnership?s own assumptions used in determining the fair value
of investments).

Demeter evaluated the impact of adopting SFAS 157 on the
Partnership?s financial statements.  The Partnership adopted SFAS
157 as of January 1, 2008.  Based on its analysis, the effect of
applying SFAS 157 to the investments included in the financial
statements does not have a material impact on the Partnership?s
financial statements.

The following table summarizes the valuation of the Partnership?s
investments by the above SFAS 157 fair value hierarchy as of
September 30, 2008:  <table> <caption>



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>
 Unrealized gain (loss) on open contracts
                     $6,035,382
$(27,883,768)
     n/a

$(21,848,386)

</table>
In March 2008, the FASB issued SFAS No. 161, Disclosures about
Derivative Instruments and Hedging Activities ("SFAS 161").  SFAS
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



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


used; and their effects on a Partnership?s financial position,
financial performance, and cash flows.  SFAS 161 is effective for
financial statements issued for fiscal years beginning after
November 15, 2008, and interim periods within those fiscal years.
The Partnership is currently evaluating the impact that the
adoption of SFAS No. 161 will have on its financial statement
disclosures.

6.  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 London Metal Exchange 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, 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, 2008 and 2007, 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 15 of this report are
prepared in accordance with accounting principles generally
accepted in the United States of America, which require the use
of certain accounting policies that affect the amounts reported
in these Financial Statements, including the following:  The
contracts the Partnership trades are accounted for on a trade-
date basis and marked to market on a daily basis.  The difference
between their cost and market value is recorded on the Statements
of Operations as ?Net change in unrealized trading gain (loss)?
for open (unrealized) contracts, and recorded as ?Realized
trading gain (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.

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

For the Three and Nine Months Ended September 30, 2008
The Partnership recorded total trading results including interest
income totaling $(21,666,831) and expenses totaling $9,912,121,
resulting in a net loss of $31,578,952 for the three months ended
September 30, 2008. The Partnership?s net asset value per Unit
decreased from $26.50 at June 30, 2008, to $24.86 at September
30, 2008.

The most significant trading losses of approximately 2.6% were
incurred within the currency sector, primarily during September,
from long positions in the Brazilian real, South African rand,
and Colombian peso versus the U.S. dollar as the value of the
U.S. dollar moved sharply higher against these currencies in
tandem with surging U.S. Treasury prices amid a worldwide
"flight-to-quality" due to fears of an intense credit crunch and
subsequent global recession.  Within the energy markets, losses
of approximately 2.2% were experienced primarily during July and
August from long futures positions in crude oil and its related
products as prices reversed lower amid signs that the U.S.
economic slump would extend into 2009 and curb future energy
demand.  Meanwhile, long positions in natural gas futures
resulted in losses as prices sharply decreased in July amid
rising inventories and news that the Atlantic hurricane season's
<page> first storm had avoided the gas-producing fields in the
Gulf of Mexico.  Within the agricultural sector, losses of
approximately 1.7% were recorded primarily during July and August
from long futures positions in the soybean complex and corn as
prices declined on news that favorable weather might improve crop
conditions in the U.S. Midwest and on speculation that a slowing
U.S. economy would reduce demand for alternative biofuels.
Elsewhere in the agricultural complex, long positions in cocoa
futures resulted in losses during July as prices decreased
following news of a rise in exports from the Ivory Coast, the
world?s largest cocoa producer.  Additional losses of
approximately 1.0% were incurred within the metals markets
throughout the majority of the quarter from long positions in
gold futures as prices dropped due to a rise in the value of the
U.S. dollar.  Further losses were recorded in July from long
futures positions in aluminum as prices dropped on concerns that
slowing economic growth may erode demand for base metals.
Smaller losses of approximately 0.7% were experienced within the
global interest rate sector, primarily during July and August,
from short positions in European fixed-income futures as prices
increased amid a decline in the global equity markets and growing
speculation that the European Central Bank would not raise
interest rates due to weak economic growth.  A portion of the
Partnership?s losses for the quarter was offset by gains of
approximately 3.6% recorded within the global stock index sector.
Such gains were primarily recorded during September, from short
<page> positions in U.S., European, and Pacific Rim equity index
futures as prices moved sharply lower amid unprecedented U.S.
financial market turmoil following news of the collapse of a
major U.S. investment bank and the government rescue of a U.S.
insurance giant.  Furthermore, global equity markets plunged
after the U.S. House of Representatives rejected the Economic
Stabilization   Act of 2008, which would have allowed the U.S.
Treasury to purchase troubled mortgage-backed securities from
U.S. financial institutions.

The Partnership recorded total trading results including interest
income totaling $85,428,769 and expenses totaling $28,706,993,
resulting in net income of $56,721,776 for the nine months ended
September 30, 2008.  The Partnership?s net asset value per Unit
increased from $22.02 at December 31, 2007, to $24.86 at September
30, 2008.

The most significant trading gains of approximately 8.5% were
experienced within the global stock index sector from short
positions in U.S., European, and Pacific Rim equity index futures
as prices decreased during January, February, May, and June on
concerns that a persistent U.S. housing slump, mounting losses
linked to U.S. sub-prime mortgage investments, rising commodity
prices, and a weakening job market would restrain consumer
spending, erode corporate earnings, and curb global economic
growth.  Additional gains were experienced in September from
<page> short positions in global stock index futures as prices
dropped sharply amid unprecedented U.S. financial market turmoil
following news of the collapse of a major U.S. investment
bank and the government rescue of a U.S. insurance giant.
Furthermore, global equity markets plunged after the U.S. House
of Representatives rejected the Economic Stabilization Act of
2008, which would have allowed the U.S. Treasury to purchase
troubled mortgage-backed securities from U.S. financial
institutions.  Within the energy markets, gains of approximately
7.5% were recorded primarily during February, March, April, May,
and June from long futures positions in crude oil and its related
products as prices moved consistently higher due to speculation
that OPEC would 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 news of declining production in Western Canada, a
continued decline in U.S. inventories, and forecasts for an
active hurricane season in the Atlantic.  Within the currency
sector, gains of approximately 0.9% experienced primarily during
March, April, May, and July from long positions in the Australian
dollar, Chilean peso, and Colombian peso versus the U.S. dollar
<page> as the value of the U.S. dollar moved lower against these
currencies during the first six months of the year amid concerns
of a slowing U.S. economy.  Short positions in the Korean won
versus the U.S. dollar resulted in additional gains primarily
during March as the value of the Korean won decreased relative to
the U.S. dollar in March amid news of a widening Current-Account
deficit out of Korea.  Within the agricultural markets, gains of
approximately 0.8% were recorded primarily during January,
February, and June from long positions in corn futures as prices
increased during the first half of the year following news that
global production might drop, rising energy prices might boost
demand for alternative biofuels made from ethanol, and severe
floods in the U.S. Midwest had damaged crops.  Meanwhile, short
futures positions in cotton resulted in gains dropped to a one-
year low in September after the U.S. Department of Agriculture
reported exports remained below average due to a decline in
demand.  Smaller gains of approximately 0.3% were experienced
within the global interest rate sector, primarily during January,
February, and September, from long positions in U.S. fixed-income
futures as prices moved higher in a worldwide ?flight-to-quality?
following the aforementioned drop in the global equity markets
throughout most of the year and worries regarding the fundamental
health of the global economy and financial system.  Additionally,
U.S. fixed-income futures prices moved higher as the U.S. Federal
Reserve cut interest rates by 200 basis points throughout the
first quarter and U.S. government reports showed a rise in <page>
unemployment and slower-than-expected Gross Domestic Product
growth during the fourth quarter of 2007.  A portion of the
Partnership?s gains for the first nine months of the year was
offset by losses of approximately 0.5% incurred within the metals
markets from long positions in gold futures as prices decreased
during the third quarter due to a rise in the value of the U.S.
dollar.  Smaller losses were recorded from long futures positions
in aluminum as prices declined during July and August on concerns
that slowing economic growth would erode demand for base metals.


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
<page> 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
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
<page> 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 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
<page> 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
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, 2007 meeting, thereby making the U.S. <page>
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 in 2007.
Finally, long positions in the Canadian dollar versus the U.S.
dollar resulted in additional gains, primarily during the third
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
<page> 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 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.

Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Introduction
The Partnership is a commodity pool engaged primarily in the
speculative trading of futures, forwards, and options.  The
market-sensitive instruments held by the Partnership are acquired
for speculative trading purposes only and, as a result, all or
substantially all of the Partnership?s assets are at risk of
trading loss.  Unlike an operating company, the risk of market-
sensitive instruments is inherent to the primary business
activity of the Partnership.

The futures, forwards, and options traded by the Partnership
involve varying degrees of related market risk.  Market risk is
often dependent upon changes in the level or volatility of
<page> 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
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
<page> 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
quantitative disclosures in this section are deemed to be forward-
looking statements for purposes of the safe harbor, except for
statements of historical fact.
<page>
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
observations) and re-values its portfolio (using delta-gamma
approximations) for each of the historical market moves that
<page> 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
by primary market risk category at September 30, 2008 and 2007.
<page> At September 30, 2008 and 2007, the Partnership?s total
capitalization was approximately $494 million and $428
million, respectively.

Primary Market	September 30, 2008	 September 30, 2007
Risk Category	 Value at Risk 	 Value at Risk

Currency	(0.35)%	(1.32)%
Interest Rate	(0.22)	(0.09)
Equity	(0.21)	(0.07)
Commodity 	(0.59)	(0.85)
Aggregate Value at Risk	        (0.89)%	(1.62)%

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 October 1, 2007, through September 30,
2008.

Primary Market Risk Category	High	Low	Average
Currency	(1.10)%	(0.35)%	(0.84)%

Interest Rate	(0.35)	(0.11)	(0.24)

Equity	(0.59)	(0.15)	(0.32)

Commodity	(0.97)	(0.30)	(0.57)

Aggregate Value at Risk	(1.26)%	(0.89)%	(1.07)%




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 September 30, 2008 and 2007, and for the four
quarter-end reporting periods from October 1, 2007, through
September 30, 2008.  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 September 30, 2008, such
amount was equal to approximately 97% of the Partnership?s net
asset value.  A decline in short-term interest rates would result
in a decline in the Partnership?s cash management income. This
cash flow risk is not considered to be material.

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

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

The following were the primary trading risk exposures of the
Partnership at September 30, 2008, by market sector.  It may be
anticipated, however, that these market exposures will vary
materially over time.

Currency.  The third largest market exposure of the Partnership
at September 30, 2008, 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.
<page> 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, 2008, the Partnership?s major
exposures were to the Canadian dollar, euro, Australian dollar,
Japanese yen, 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, 2008, the Partnership had
market exposure to the global interest rate sector.  Exposure was
primarily spread across the European, U.S., Japanese, 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.  The
G-7 countries consist of France, the U.S., the United Kingdom,
Germany, Japan, Italy, and Canada. However, the Partnership also
<page> 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, 2008, 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, 2008, the Partnership?s primary market
exposures were to the Nikkei 225 (Japan), NASDAQ 100 (U.S.), Hang
Seng (Hong Kong), TOPIX (Japan), Euro Stox 50 (Europe), CAC 40
(France), Dow Jones (U.S.), S&P 500 (U.S.), IBEX 35 (Spain), and
FTSE 100 (United Kingdom) stock indices.  The Partnership is
typically exposed to the risk of adverse price trends or static
markets in the European, U.S., 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.



<page>
Commodity.
Soft Commodities and Agriculturals.  The largest market
exposure of the Partnership at September 30, 2008, was to
the markets that comprise these sectors.  Most of the
exposure was to the wheat, cotton, coffee, corn, cocoa,
soybeans, live cattle, and sugar markets. Supply and demand
inequalities, severe weather disruptions, and market
expectations affect price movements in these markets.

Energy.  The second largest market exposure of the
Partnership at September 30, 2008, was to the energy sector.
The Partnership?s energy exposure was shared primarily by
futures contracts in natural gas, as well as crude oil and
its related products.  Price movements in these markets
result from geopolitical developments, particularly in the
Middle East, as well as weather patterns and other economic
fundamentals.  Significant profits and losses, which have
been experienced in the past, are expected to continue to be
experienced in the future.  Natural gas has exhibited
volatility in prices resulting from weather patterns and
supply and demand factors and will likely continue in this
choppy pattern.

Metals. At September 30, 2008, the Partnership had market
exposure in the metals sector.  The Partnership?s metals
<page> exposure was to fluctuations in the price of base
metals, such as copper, zinc, and aluminum, as well as
precious metals, such as silver and gold.  Economic forces,
supply and demand inequalities, geopolitical factors, and
market expectations influence price movements in these
markets.  The Trading Advisor utilizes its trading systems
to take positions when market opportunities develop, and
Demeter anticipates that the Trading Advisor will continue
to do so.

Qualitative Disclosures Regarding Non-Trading Risk Exposure
The following was the only non-trading risk exposure of the
Partnership at September 30, 2008:

Foreign Currency Balances. The Partnership?s primary foreign
currency balances at September 30, 2008, were in Hong Kong
dollars, British pounds, euros, Japanese yen, Australian
dollars, Canadian dollars, and Swiss francs.  The
Partnership controls the non-trading risk of foreign
currency balances by regularly converting them back into
U.S. dollars upon liquidation of their respective positions.

Qualitative Disclosures Regarding Means of Managing Risk Exposure
The Partnership and the Trading Advisor, separately, attempt to
manage the risk of the Partnership?s open positions in essentially
the same manner in all market categories traded.  Demeter attempts
<page> 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.

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.
<page>
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, 2007, and the Partnership?s
Reports on Form 10-Q for the quarters ended March 31, 2008 and
June 30, 2008.
<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 9/30/08      41,734,789.278
Units unsold through 9/30/08  ___8,265,210.722

</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.

The aggregate price of the Units sold through September 30, 2008,
was $803,302,876.
<page> 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 and supplement included as
part of the above referenced Registration Statements.

Item 5.  OTHER INFORMATION
After the month end close for November 30, 2008, Demeter will no
longer offer Units via subscriptions or exchanges into the
Partnership.  If there are not sufficient Units of the
Partnership available for sale through November 30, 2008, to
satisfy all subscription and exchange requests, subscription and
exchange requests for the Partnership will be handled in the
order in which they are received, with Demeter reserving the
right to handle special situations in its sole discretion.


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.

<page>
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, 2008    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.