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 March 31, 2006 or

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

Commission File Number 0-25605

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

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


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

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





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


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

Yes    X       	No

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

Large accelerated filer____Accelerated filer____Non-accelerated filer X

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






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

	INDEX TO QUARTERLY REPORT ON FORM 10-Q

	March 31, 2006

<caption>

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

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

		Statements of Operations for the Quarters
		Ended March 31, 2006 and 2005 (Unaudited).................. 3

		Statements of Changes in Partners? Capital for the
	  Quarters Ended March 31, 2006 and 2005 	(Unaudited)..........4

		Statements of Cash Flows for the Quarters
		Ended March 31, 2006 and 2005 (Unaudited)...................5

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

Item 2. Management's Discussion and Analysis of
		   Financial Condition and Results of Operations........13-22

Item 3. Quantitative and Qualitative Disclosures about
		   Market Risk.........................................23-37

Item 4. Controls and Procedures................................37


PART II. OTHER INFORMATION

Item 1A.Risk Factors.........................................38-39

Item 2. Unregistered Sales of Equity Securities and
		   Use of Proceeds.........................................40

Item 5. Other Information.......................................41

Item 6. Exhibits................................................41

</table>


<page> <table> PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

	MORGAN STANLEY CHARTER MILLBURN L.P.
	STATEMENTS OF FINANCIAL CONDITION

<caption>
				  March 31,	December 31,
				         2006       	       2005
				  $	$
				(Unaudited)
ASSETS

			<c>	<c>
Equity in futures interests trading accounts:
	Unrestricted cash	39,135,552	40,758,493
	Restricted cash	    6,366,908	    6,129,461

	     Total cash	   45,502,460	   46,887,954

	Net unrealized gain on open contracts (MS&Co.)	      2,600,886	      326,059
	Net unrealized gain on open contracts (MSIL)	       198,548	          59,761

		Total net unrealized gain on open contracts              	     2,799,434 	        385,820

		Total Trading Equity	48,301,894	47,273,774

Subscriptions receivable	546,015	268,850
Interest receivable (Morgan Stanley DW)	         182,504	         137,932

		Total Assets	     49,030,413	   47,680,556

LIABILITIES AND PARTNERS' CAPITAL

Liabilities

Redemptions payable	1,396,936	1,234,240
Accrued brokerage fees (Morgan Stanley DW)	234,235	236,081
Accrued management fees	       78,078	          78,694

		Total Liabilities	   1,709,249	     1,549,015

Partners' Capital

Limited Partners (4,145,504.432 and
	4,363,058.843 Units, respectively)	46,805,455	45,625,125
General Partner (45,675.701 and
     48,427.701 Units, respectively)	       515,709	         506,416

		Total Partners' Capital	   47,321,164	    46,131,541

		Total Liabilities and Partners' Capital	    49,030,413	    47,680,556
NET ASSET VALUE PER UNIT	             11.29	             10.46
<fn>
	The accompanying notes are an integral part
	of these financial statements.
</table>
<page> <table>

	MORGAN STANLEY CHARTER MILLBURN L.P.
	STATEMENTS OF OPERATIONS
(Unaudited)

  	   	      For the Quarters Ended March 31,

<caption>
                                                                         		          2006    	      2005
                                                                               	                            $		          $

		<c>		<c>
INVESTMENT INCOME
	Interest income (Morgan Stanley DW)		    501,942			       303,639

EXPENSES
	Brokerage fees (Morgan Stanley DW)		705,878	 919,644
	Management fees	      	      235,293	           294,285

		Total Expenses		      941,171	     1,213,929

NET INVESTMENT LOSS	   (439,229)	      (910,290)

TRADING RESULTS
Trading profit (loss):
	Realized			1,671,295	(223,279)
	Net change in unrealized		   2,413,614	   (3,755,229)

    		Total Trading Results		   4,084,909	    (3,978,508)

NET INCOME (LOSS) 	    3,645,680   	    (4,888,798)


NET INCOME (LOSS) ALLOCATION

	Limited Partners                                                  		3,606,170	(4,831,853)
	General Partner                                                   		           39,510	 (56,945)

NET INCOME (LOSS) PER UNIT

	Limited Partners                                                  		       0.83    	 (0.85)
	General Partner                                                   		              0.83	 (0.85)


<fn>






The accompanying notes are an integral part
	of these financial statements.
</table>
<page> <table> MORGAN STANLEY CHARTER MILLBURN L.P.
	STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
	For the Quarters Ended March 31, 2006 and 2005
	(Unaudited)

<caption>





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

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

Offering of Units	207,424.278	2,066,020	?  	2,066,020

Net Loss		?	(4,831,853)	(56,945)	(4,888,798)

Redemptions                                                 (247,088.348)	   (2,442,520)                 ?  	  (2,442,520)

Partners? Capital,
	March 31, 2005                                      5,720,882.955	  54,673,433	      649,809	 55,323,242




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

Offering of Units	120,585.510	1,342,919	?  	1,342,919

Net Income	?	3,606,170	39,510	3,645,680

Redemptions                                                 (340,891.921)	   (3,768,759)           (30,217)	  (3,798,976)

Partners? Capital,
	March 31, 2006                                      4,191,180.133	  46,805,455	      515,709	 47,321,164

<fn>







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

</table>


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

<caption>




				       For the Quarters Ended March 31,

				               2006      	          2005
				       $	   $

			<c>	<c>
CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)	3,645,680	(4,888,798)
Noncash item included in net income (loss):
	Net change in unrealized	(2,413,614)	3,755,229

Increase in operating assets:
	Restricted cash	(237,447)	(2,447,837)
	Interest receivable (Morgan Stanley DW)	(44,572)	(28,018)

Decrease in operating liabilities:
	Accrued brokerage fees (Morgan Stanley DW)	(1,846)	(12,823)
	Accrued management fees 	             (616)	           (4,103)

Net cash provided by (used for) operating activities	    947,585	   (3,626,350)


CASH FLOWS FROM FINANCING ACTIVITIES

Cash received from offering of Units	1,065,754	2,693,247
Cash paid for redemptions of Units	    (3,636,280)	   (3,096,274)

Net cash used for financing activities	   (2,570,526)	      (403,027)

Net decrease in unrestricted cash	(1,622,941)	(4,029,377)

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

Unrestricted cash at end of period	    39,135,552	  49,062,744


<fn>





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

</table>


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

March 31, 2006

(Unaudited)


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

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


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

Stanley Charter Series of funds, comprised of three continuously-
offered limited partnerships, the Partnership, Morgan Stanley
Charter Graham L.P., and Morgan Stanley Charter MSFCM L.P., and
effective as of May 1, 2006, one closed-end limited partnership,
Morgan Stanley Charter Campbell L.P.

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

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

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




Co. and MSIL with respect to such Partnership?s assets deposited as
margin.  The Partnership pays brokerage fees to Morgan Stanley DW.



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

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

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


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

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

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

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


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

The net unrealized gains (losses) on open contracts, reported as a
component of ?Equity in futures interests trading accounts? on
the Statements of Financial Condition, and their longest contract
maturities were as follows:
	  Net Unrealized Gains/(Losses)
 	    on Open Contracts	    Longest Maturities

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

Mar. 31, 2006	3,655,688	(856,254)	2,799,434	Feb. 2007	Jun. 2006
Dec. 31, 2005	1,984,446	(1,598,626)	385,820	Oct. 2006	Mar. 2006

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



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

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

options contracts, are required, pursuant to regulations of the
Commodity Futures Trading Commission (?CFTC?), to segregate from
their own assets, and for the sole benefit of their commodity
customers, all funds held by them with respect to exchange-traded
futures, forward, and futures-styled options contracts, including
an amount equal to the net unrealized gains (losses) on all open
futures, forward, and futures-styled options contracts, which
funds, in the aggregate, totaled $49,158,148 and $48,872,400 at
March 31, 2006 and December 31, 2005, respectively.  With respect
to the Partnership?s off-exchange-traded forward currency
contracts, there are no daily exchange-required settlements of
variation in value, nor is there any requirement that an amount
equal to the net unrealized gains (losses) on open forward
contracts be segregated.  However, the Partnership is required to
meet margin requirements equal to the net unrealized loss on open
contracts in the Partnership accounts with the counterparty, which
is accomplished by daily maintenance of the cash balance in a


custody account held at Morgan Stanley DW for the benefit of MS &
Co.  With respect to those off-exchange-traded forward currency
contracts, the Partnership is at risk to the ability of MS & Co.,
the sole counterparty on all such contracts, to perform.  The
Partnership has a netting agreement with MS & Co.  This agreement,
which seeks to reduce both the Partnership?s and MS & Co.?s

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

exposure on off-exchange-traded forward currency contracts, should
materially decrease the Partnership?s credit risk in the event of
MS & Co.?s bankruptcy or insolvency.


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


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

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

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

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

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

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

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

Results of Operations
General.  The Partnership?s results depend on the Trading Advisor
and the ability of the Trading Advisor?s trading program to take
advantage of price movements in the futures, forwards, and options
markets.  The following presents a summary of the Partnership's
operations for the three month periods ended March 31, 2006 and
2005, and a general discussion of its trading activities during
each period.  It is important to note, however, that the Trading
Advisor trades in various markets at different times and that prior
activity in a particular market does not mean that such market will
be actively traded by the Trading Advisor or will be profitable in
the future. Consequently, the results of operations of the
Partnership are difficult to discuss other than in the <page>
context of the Trading Advisor's trading activities on behalf of
the Partnership during the period in question. Past performance is
no guarantee of future results.

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

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

For the Quarter Ended March 31, 2006
The Partnership recorded total trading results including interest
income totaling $4,586,851 and expenses totaling $941,171,
resulting in net income of $3,645,680 for the quarter ended March
31, 2006.  The Partnership?s net asset value per Unit increased
from $10.46 at December 31, 2005 to $11.29 at March 31, 2006.

The most significant trading gains of approximately 6.5% were
recorded in the global stock index futures markets from long
positions in European, U.S., and Japanese stock index futures as
global equity markets trended higher during the quarter on strong
corporate earnings, and solid economic data.  Additional gains of
approximately 4.0% were experienced in the metals markets,
particularly during January and March, from long futures
positions in copper, aluminum, zinc, and nickel as prices
strengthened amid weak supplies, forecasts for continued buying
by China, and acceleration in demand from Japan, Europe, and the
U.S.  Elsewhere in the metals markets, gains were recorded from
long futures positions in silver and gold as precious metals
prices moved higher on persistent demand from foreign central
banks.  Silver prices were also boosted after news that a silver-
backed Exchange Traded Fund would soon launch and create greater
investment interest in the metal.   Within the global interest
<page> rate futures markets, gains of approximately 2.2% were
recorded, primarily during March from short positions in U.S. and
European interest rate futures as global bond prices trended
lower amid strength in regional equity markets and investor
sentiment that interest rates in the United States, the European
Union, and Japan will rise.  Smaller gains of approximately 0.1%
were experienced in the agricultural markets, from long positions
in sugar futures as prices trended higher during January, surging
to their highest level since 1981 in response to a decline in
inventories following last year's devastating hurricane season,
as well as from increased ethanol demand caused by higher energy
prices.  A portion of these gains for the quarter was offset by
losses of approximately 3.7% in the currency markets, from long
U.S. dollar positions versus the Czech koruna, euro, Swedish
krona, and Norwegian krone as the U.S. dollar?s value reversed
lower against these currencies during January on speculation that
China, with a massive U.S. dollar reserve, might move to
diversify some of its assets into other currencies.  Additional
losses in the currency markets were experienced during March from
long positions in the Mexican peso versus the U.S. dollar as the
value of the peso weakened on political uncertainty in Mexico.
Further losses during March were experienced from short positions
in the euro against the U.S. dollar as the value of the euro
reversed higher against most of its major rivals after the
release of generally positive economic data from the euro-zone
reinforced expectations that European interest rates would
<page> continue to rise.  Additional losses were incurred from
short positions in the Norwegian krone relative to the U.S.
dollar as the value of the krone moved higher in tandem with the
euro.  Smaller losses of approximately 0.3% were experienced in
the energy markets during February from long futures positions in
unleaded gasoline as prices declined after Chinese government
authorities announced that China would place an emphasis on
prospecting alternative energy sources in the future, reports of
larger-than-expected supplies from the International Energy
Agency, and mild weather in the U.S. Northeast.  Further losses
in the energy markets were recorded during March from short
positions in unleaded gasoline futures as prices strengthened
early in the month on supply fears fueled by news of geopolitical
tensions in Nigeria and Iran.


For the Quarter Ended March 31, 2005
The Partnership recorded total trading results including interest
income totaling $(3,674,869) and expenses totaling $1,213,929,
resulting in a net loss of $4,888,798 for the quarter ended March
31, 2005. The Partnership?s net asset value per Unit decreased
from $10.52 at December 31, 2004 to $9.67 at March 31, 2005.

The most significant trading losses of approximately 5.6% were
recorded in the currency markets, primarily during January, from
short U.S. dollar positions relative to the euro, South African
rand, Japanese yen, Swiss franc, Czech koruna, and Swedish krona
<page> as the value of the U.S. dollar reversed sharply higher in
what many analysts described as a ?corrective? move after its
decline during the fourth quarter of 2004.  This increase in the
value of the U.S. dollar was attributed to data released by the
U.S. Treasury Department which showed November's investment
inflows to the U.S. were ample to cover that month?s record trade
deficit.  Speculation that U.S. interest rates were likely to
continue to rise, and fears that the re-evaluation of the Chinese
yuan was farther away than expected, also boosted the U.S.
dollar.  Further losses in the currency markets were incurred
during March from long positions in the Polish zloty versus the
U.S. dollar as the value of the Polish currency moved lower amid
weak economic data out of that country.  Additional losses were
experienced from long positions in the South African rand,
Singapore dollar, and euro relative to the U.S. dollar as the
value of the U.S. dollar reversed sharply higher leading up to
and after the U.S. Federal Reserve's announcement of a quarter-
point increase in the federal funds rate.   The value of the U.S.
dollar was further strengthened after news of a larger-than-
expected February increase in consumer prices.   Additional
losses of approximately 1.8% were recorded in the agricultural
markets during February from short positions in the soybean
complex, wheat, and corn as prices reversed higher on news of
extremely cold weather in the growing regions of the U.S. and
rumors of a reduction on world output during 2005.  Elsewhere in
the agricultural complex, losses were recorded from short
<page> positions in cotton futures as prices moved higher on news
of strong export demand from Asia.  Within the global stock index
futures markets, losses of approximately 0.9% were recorded in
January from long positions in U.S. equity index futures as
prices finished the month lower amid weak consumer confidence
data, concerns regarding U.S. interest rate policy, and the
potential for corporate profit growth to slow down.  Further
losses were experienced during March from long positions in U.S.
equity index futures after prices moved lower early in the month
amid concerns about the growing U.S. trade deficit, a weaker U.S.
dollar, inflation fears, and a surge in crude oil prices.
Smaller losses in the global stock equity index futures markets,
were experienced primarily during January and March from long
positions in Hang Seng stock index futures as equity prices in
Hong Kong moved lower due to weakness in the technology sector
and fears that higher energy prices will restrict the economic
growth of the region.  A portion of the Partnership?s overall
losses for the quarter was offset by gains of approximately 1.3%
in the energy markets during February and March from long futures
positions in gas oil, crude oil, and heating oil as prices
trended higher amid news of increased demand from China, fears of
terror attacks against production facilities in the Middle East,
cold weather in the Northeastern U.S., and predictions from
analysts at Goldman Sachs that oil prices could reach $105 a
barrel.   Additional gains of approximately 0.8% were recorded in
the global interest rate futures markets during March from short
<page> positions in short-term U.S. interest rate futures as
prices moved lower after the hike in U.S. interest rates by the
U.S. Federal Reserve.  Further gains were recorded during January
and March from long positions in Japanese bond futures as prices
trended higher due to weakness in the equity markets and fears
that a full recovery of the Japanese economy is further away than
investors may have previously expected.



<page> Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK


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

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

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

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

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

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

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

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

The Partnership?s risk exposure in the market sectors traded by
the Trading Advisor is estimated below in terms of VaR. The
Partnership estimates VaR using a model based upon historical
simulation (with a confidence level of 99%) which involves
<page> constructing a distribution of hypothetical daily changes
in the value of a trading portfolio.  The VaR model takes into
account linear exposures to risks including equity and commodity
prices, interest rates, foreign exchange rates, and correlation
among these variables.  The hypothetical changes in portfolio
value are based on daily percentage changes observed in key
market indices or other market factors (?market risk factors?) to
which the portfolio is sensitive.  The one-day 99% confidence
level of the Partnership?s VaR corresponds to the negative change
in portfolio value that, based on observed market risk factors,
would have been exceeded once in 100 trading days, or one day in
100. VaR typically does not represent the worst case outcome.
Demeter uses approximately four years of daily market data (1,000
observations) and 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
<page> dealer-based instruments.  They are also not based on
exchange and/or dealer-based maintenance margin requirements.

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

The Partnership?s Value at Risk in Different Market Sectors
The following table indicates the VaR associated with the
Partnership?s open positions as a percentage of total Net Assets by
primary market risk category at March 31, 2006 and 2005. At March
31, 2006 and 2005, the Partnership?s total capitalization was
approximately $47 million and $55 million, respectively.

Primary Market           March 31, 2006          March 31, 2005
Risk Category	  	     Value at Risk   	     Value at Risk

Equity	(3.09)%	(2.11)%
Interest Rate	(1.47)	(1.01)
Currency	(0.94)	(1.08)
Commodity	(0.66)	(1.09)
Aggregate Value at Risk	   (4.36)%  	(3.01)%

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

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

The table below supplements the quarter-end VaR set forth above
by presenting the Partnership?s high, low, and average VaR, as a
percentage of total Net Assets for the four quarter-end reporting
periods from April 1, 2005 through March 31, 2006.

Primary Market Risk Category        High      Low      Average
Equity	(3.09)%	(2.31)%	(2.63)%

Interest Rate	(2.53)	(0.50)	(1.42)

Currency	(1.60)	(0.94)	(1.24)

Commodity	(1.13)	(0.66)	(0.89)

Aggregate Value at Risk	(4.36)%	(3.14)%	(3.73)%
<page>
Limitations on Value at Risk as an Assessment of Market Risk
VaR models permit estimation of a portfolio?s aggregate market risk
exposure, incorporating a range of varied market risks; reflect
risk reduction due to portfolio diversification or hedging
activities; and can cover a wide range of portfolio assets.
However, VaR risk measures should be viewed in light of the
methodology?s limitations, which include, but may not be limited to
the following:
*	past changes in market risk factors will not always result in
accurate predictions of the distributions and correlations of
future market movements;
*	changes in portfolio value caused by market movements may differ
from those of the VaR model;
*	VaR results reflect past market fluctuations applied to current
trading positions while future risk depends on future positions;
*	VaR using a one-day time horizon does not fully capture the
market risk of positions that cannot be liquidated or hedged
within one day; and
*	the historical market risk factor data used for VaR estimation
may provide only limited insight into losses that could be
incurred under certain unusual market movements.

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

The VaR tables provided present the results of the Partnership?s
VaR for each of the Partnership?s market risk exposures and on an
aggregate basis at March 31, 2005 and for the four quarter-end
reporting periods from April 1, 2005 through March 31, 2006. VaR is
not necessarily representative of the Partnership?s historic risk,
nor should it be used to predict the Partnership?s future financial
performance or its ability to manage or monitor risk.  There can be
no assurance that the Partnership?s actual losses on a particular
day will not exceed the VaR amounts indicated above or that such
losses will not occur more than once in 100 trading days.


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

The Partnership also maintains a substantial portion of its
available assets in cash at Morgan Stanley DW; as of March 31,
2006, such amount is equal to approximately 90% of the
Partnership?s net asset value.  A decline in short-term interest
rates would result in a decline in the Partnership?s cash
<page> management income. This cash flow risk is not considered
to be material.

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

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

The following were the primary trading risk exposures of the
Partnership at March 31, 2006, by market sector.  It may be
anticipated, however, that these market exposures will vary
materially over time.

Equity.  The largest market exposure of the Partnership at March
31, 2006 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., Britain, Germany, Japan, Italy, and
Canada.  The stock index futures traded by the Partnership are by
law limited to futures on broadly-based indices.  The
Partnership?s primary market exposures were to the S&P/MIB
(Italy), AEX-25 (Netherlands), FTSE 100 (United Kingdom), DAX
(Germany), CAC 40 (France), IBEX 35 (Spain), Euro Stoxx 50
(Europe), S&P 500 (U.S.), NASDAQ 100 (U.S.), Dow Jones (U.S.),
RUSSELL 2000 (U.S.), Canadian S&P 60 (Canada), TOPIX (Japan),
NIKKEI 225 (Japan), Hang Seng (China), ASX-AOI (Australia), All
Shares (South Africa), OMX 30 (Sweden), and TAIWAN (Taiwan) stock
indices.  The Partnership is primarily exposed to the risk of
adverse price trends or static markets in the European, U.S.,
<page> Chinese, and Japanese stock indices. Static markets would
not cause major market changes, but would make it difficult for
the Partnership to avoid trendless price movements, resulting in
numerous small losses.

Interest Rate.  At March 31, 2006, the Partnership?s second
largest market exposure was to 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 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.

<page> Currency.  At March 31, 2006, the third largest market
exposure of the Partnership was to the currency sector.  The
Partnership?s currency exposure is to exchange rate fluctuations,
primarily fluctuations which disrupt the historical pricing
relationships between different currencies and currency pairs.
Interest rate changes, as well as political and general economic
conditions influence these fluctuations.  The Partnership trades
a large number of currencies, including cross-rates - i.e.,
positions between two currencies other than the U.S. dollar.  At
March 31, 2006, the Partnership?s major exposures were to the
euro, Canadian dollar, Australian dollar, Japanese yen, Swiss
franc, British pound, Polish zloty, Swedish krona, and Norwegian
krone currency crosses, as well as to outright U.S. dollar
positions.  Outright positions consist of the U.S. dollar vs.
other currencies.  These other currencies include major and minor
currencies.  Demeter does not anticipate that the risk associated
with the Partnership?s currency trades will change significantly
in the future.

Commodity.
Soft Commodities and Agriculturals.  At March 31, 2006, the
Partnership was exposed to the markets that comprise these
sectors.  Most of the exposure was to the cotton, sugar,
live cattle, soybeans, wheat, lean hogs, cocoa, soybean oil,
corn, soybean meal, and coffee markets.  Supply and demand
<page> inequalities, severe weather disruptions, and market
expectations affect price movements in these markets.
Metals.	At March 31, 2006, the Partnership had market
exposure in the metals sector.  The Partnership's metals
exposure was to fluctuations in the price of base metals,
such as lead, copper, zinc, aluminum, and tin, and precious
metals, such as gold, silver, and platinum.  Economic
forces, supply and demand inequalities, geopolitical
factors, and market expectations influence price movements
in these markets.  The Trading Advisor utilizes the trading
system(s) to take positions when market opportunities
develop, and Demeter anticipates that the Partnership will
continue to do so.

Energy.  At March 31, 2006, the Partnership had market
exposure to the energy sector.  The Partnership?s energy
exposure was shared primarily by futures contracts in crude
oil and its related products, and natural gas.  Price
movements in these markets result from geopolitical
developments, particularly in the Middle East, as well as
weather patterns and other economic fundamentals.
Significant profits and losses, which have been experienced
in the past, are expected to continue to be experienced in
the future.  Natural gas has exhibited volatility in prices
resulting from weather patterns and supply and demand
factors and will likely continue in this choppy pattern.
<page>
Qualitative Disclosures Regarding Non-Trading Risk Exposure
The following was the only non-trading risk exposure of the
Partnership at March 31, 2006:

Foreign Currency Balances. The Partnership?s primary foreign
currency balances at March 31, 2006 were in euros, Canadian
dollars, Japanese yen, South African rand, Hong Kong
dollars, British pounds, 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.

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

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

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

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







<page> PART II.  OTHER INFORMATION
Item 1A. RISK FACTORS
New investors and current limited partners of a Morgan Stanley
Charter Series of funds are advised that effective May 1, 2006,
Demeter will no longer accept any subscriptions for investments in
Morgan Stanley Charter Campbell L.P. or any exchanges from other
Morgan Stanley Charter Series of funds for Units of Morgan Stanley
Charter Campbell L.P.  Current limited partners of Morgan Stanley
Charter Campbell L.P. will continue to be able to redeem Units of
Morgan Stanley Charter Campbell L.P. and exchange Units of Morgan
Stanley Charter Campbell L.P. for Units in other Morgan Stanley
Charter Series of funds at any month-end closing.

The Partnership?s trading is highly leveraged.  As an example of
the leverage employed by the Partnership, the average of the
underlying value of the Partnership?s month-end positions for the
period March 2005 through February 2006 compared to the average
month-end Net Assets of the Partnership during such period was 10.7
times Net Assets.

Trading on foreign exchanges presents greater risks to the
Partnership than trading on U.S. exchanges.  The average percentage
of month-end margin requirements for the period March 2005 through
February 2006 that relates to futures and options contracts on
foreign exchanges as compared to the Partnership?s total average
month-end margin requirements was 41.4%.
<page> The unregulated nature of the forwards markets creates
counterparty risks that does not exist in futures trading on
exchanges.  The average percentage of month-end total margin
requirements for the period March 2005 through February 2006 that
relates to forward contracts as compared to the Partnership?s total
average month-end margin requirements was 35.7%.

The Partnership incurs substantial charges.  Demeter estimates the
percentage of Partnership Net Assets that must be earned each year
in order for the Partnership to break even without accounting for a
redemption charge to be 3.55%.

The Partnership could lose assets and have its trading disrupted if
a commodity broker, the Trading Advisor, or others become bankrupt
or if the Partnership?s Trading Advisor commits a trading error.
The Partnership?s assets could be lost or impounded and trading
suspended if a commodity broker, the Partnership?s Trading Advisor,
an exchange or a clearinghouse becomes insolvent or involved in
lengthy bankruptcy proceedings, or if the Partnership?s Trading
Advisor commits a trading error executed on behalf of the
Partnership.





<page>
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
	   PROCEEDS
					 SEC
Registration Statement on Form S-1  Units Registered   Effective Date
File Number

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

Units sold through 3/31/06      10,983,468.074
Units unsold through 3/31/06   _10,016,531.926

The managing underwriter for the Partnership is Morgan Stanley
DW.

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

The aggregate price of the Units sold through March 31, 2006 was
$114,391,374.

Since no expenses are chargeable against proceeds, 100% of the
proceeds of the offering have been applied to the working capital
of the Partnership for use in accordance with the ?Use of
Proceeds? section of the prospectus included as part of the
above referenced Registration Statements.



<page>
Item 5.  OTHER INFORMATION

Management.  In connection with the election of new directors to
the Board of Directors of Demeter, the following information
updates the disclosures in the Partnership?s Form 8-K filed on
March 27, 2006 and Form 8-K filed on April 5, 2006:

On April 11, 2006, the National Futures Association approved Mr.
Richard Gueren as a director of Demeter.

Item 6.  EXHIBITS

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




<page>









SIGNATURE



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




                     Morgan Stanley Charter Millburn L.P.
                     (Registrant)

                     By: Demeter Management Corporation
                         (General Partner)

May 15, 2006         By:/s/Kevin Perry
                           Kevin Perry
                           Chief Financial Officer





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