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, 2005 or

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

Commission File Number 0-25605

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

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


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

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





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


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

Yes    X       	No

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

Yes            No    X

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

	September 30, 2005

66:   <caption>

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

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

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

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

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

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

Item 2. Management's Discussion and Analysis of
		   Financial Condition and Results of Operations........13-30

Item 3. Quantitative and Qualitative Disclosures about
		   Market Risk.........................................31-45

Item 4. Controls and Procedures................................45
94:

PART II. OTHER INFORMATION

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

Item 6. Exhibits................................................47
</table>


<page> <table> PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

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

			<c>	<c>
Equity in futures interests trading accounts:
	Cash		49,216,887	58,204,901

	Net unrealized gain on open contracts (MS&Co.)	      3,617,295	      3,182,764
	Net unrealized gain (loss) on open contracts (MSIL)	      (34,931)	      114,741

		Total net unrealized gain on open contracts              	    3,582,364	   3,297,505

		Total Trading Equity	52,799,251	61,502,406

Subscriptions receivable	389,150	1,100,388
Interest receivable (Morgan Stanley DW)	        124,912	          92,043

		Total Assets	   53,313,313	   62,694,837

LIABILITIES AND PARTNERS' CAPITAL

Liabilities

Redemptions payable	4,177,566	1,689,928
Accrued brokerage fees (Morgan Stanley DW)	251,027	315,431
Accrued management fees	        83,675	         100,938

		Total Liabilities	   4,512,268	       2,106,297

Partners' Capital

Limited Partners (4,700,191.592  and
	5,693,351.324 Units, respectively)	48,113,201	59,881,786
General Partner (67,195.701 Units)	       687,844	         706,754

		Total Partners' Capital	   48,801,045	    60,588,540

		Total Liabilities and Partners' Capital	   53,313,313	    62,694,837


NET ASSET VALUE PER UNIT	           10.24	             10.52

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

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


                                 2005   	        2004    	       2005   	    2004
                               $	          $	          $	 	 $

	<c>	<c>		<c>	  <c>
INVESTMENT INCOME
	Interest income (Morgan Stanley DW)	    366,679		       183,102 		 1,006,837		          489,329

EXPENSES
	Brokerage fees (Morgan Stanley DW)	761,714	839,361	2,507,649		2,941,710
	Management fees	           253,903	       268,597	    812,603 		       941,348

		   Total Expenses 	  1,015,617	     1,107,958	  3,320,252		     3,883,058

NET INVESTMENT LOSS 	     (648,938)	      (924,856)	  (2,313,415)		  (3,393,729)

TRADING RESULTS
Trading profit (loss):
	Realized	3,079,741	(5,200,637)	(11,277)		(9,278,304)
	Net change in unrealized	    420,165	     2,409,044	     284,859             (1,250,208)

	            Total Trading Results	   3,499,906	   (2,791,593)	     273,582		  (10,528,512)

NET INCOME (LOSS)                                       2,850,968		      (3,716,449)	 (2,039,833)		 (13,922,241)

NET INCOME (LOSS) ALLOCATION

	Limited Partners	2,813,798	  (3,674,511)	(2,020,923)		(13,770,838)
	General Partner 	37,170	(41,938)	(18,910)		(151,403)


NET INCOME (LOSS) PER UNIT

	Limited Partners                                                  	0.56                          (0.62)	 	(0.28)	(2.24)
	General Partner                                                      0.56   	                       (0.62)	 	(0.28)	(2.24)


<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 Nine Months Ended September 30, 2005 and 2004
	(Unaudited)


<caption>




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

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

Offering of Units	1,654,857.176	17,438,886	60,000	17,498,886

Net Loss		?	(13,770,838)	(151,403)	(13,922,241)

Redemptions                                             (1,740,634.212)	   (17,430,543)                 ?  	  (17,430,543)

Partners? Capital,
	September 30, 2004                             5,754,438.403		  50,426,305	     595,795
51,022,100




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

Offering of Units	497,867.073	4,867,648	? 	4,867,648

Net Loss		?	(2,020,923)	(18,910)	(2,039,833)

Redemptions                                             (1,491,026.805)	   (14,615,310)                 ?  	  (14,615,310)

Partners? Capital,
	September 30, 2005                             4,767,387.293		  48,113,201	     687,844
48,801,045



<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 Nine Months Ended September 30,

				            2005      	       2004
				     $	$

			<c>	<c>
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss		(2,039,833)	(13,922,241)
Noncash item included in net loss:
	Net change in unrealized	(284,859)	1,250,208

Increase in operating assets:
	Interest receivable (Morgan Stanley DW)	(32,869)	(19,123)

Decrease in operating liabilities:
	Accrued brokerage fees (Morgan Stanley DW)	(64,404)	(51,593)
	Accrued management fees	      (17,263)	         (16,511)

Net cash used for operating activities	  (2,439,228)	   (12,759,260)


CASH FLOWS FROM FINANCING ACTIVITIES

Cash received from offering of Units	5,578,886	19,590,863

Cash paid from redemptions of Units	   (12,127,672)	    (17,539,329)

Net cash provided by (used for) financing activities	    (6,548,786) 	       2,051,534

Net decrease in cash	(8,988,014)	(10,707,726)

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

Balance at end of period	   49,216,887	      49,049,120


<fn>




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

</table>


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

September 30, 2005

(Unaudited)


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

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

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

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

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

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

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

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

The market value of exchange-traded contracts is based on the
settlement price quoted by the exchange on the day with respect
to which market value is being determined.  If an exchange-traded

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

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

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

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




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

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

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

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

Sep. 30, 2005	2,118,514	1,463,850	3,582,364	Jun. 2006	Dec. 2005
Dec. 31, 2004	2,593,008	  704,497	3,297,505	Dec. 2005	Mar. 2005

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



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

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

in value settled on a daily basis.  Morgan Stanley DW, MS & Co.,
and MSIL, each as a futures commission merchant for the
Partnership?s exchange-traded futures, forward, and futures-styled
options contracts, are required, pursuant to regulations of the
Commodity Futures Trading Commission (?CFTC?), to segregate from
their own assets, and for the sole benefit of their commodity
customers, all funds held by them with respect to exchange-traded
futures, forward, and futures-styled options contracts, including
an amount equal to the net unrealized gains (losses) on all open
futures, forward, and futures-styled options contracts, which
funds, in the aggregate, totaled $51,335,401 and $60,797,909  at
September 30, 2005 and December 31, 2004, respectively.  With
respect to the Partnership?s off-exchange-traded forward currency
contracts, there are no daily exchange-required settlements of
variation in value, nor is there any requirement that an amount
equal to the net unrealized gains (losses) on open forward
contracts be segregated.  However, the Partnership is required to
meet margin requirements equal to the net unrealized loss on open
contracts in the Partnership accounts with the counterparty, which
is accomplished by daily maintenance of the cash balance in a


custody account held at Morgan Stanley DW for the benefit of MS &
Co.  With respect to those off-exchange-traded forward currency
contracts, the Partnership is at risk to the ability of MS & Co.,
the sole counterparty on all such contracts, to perform. The


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

Partnership has a netting agreement with MS & Co.  This agreement,
which seeks to reduce both the Partnership?s and MS & Co.?s
exposure on off-exchange-traded forward currency contracts, should
materially decrease the Partnership?s credit risk in the event of
MS & Co.?s bankruptcy or insolvency.


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


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

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

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

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

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

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

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

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

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

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

For the Three and Nine Months Ended September 30, 2005
The Partnership recorded total trading results including interest
income totaling $3,866,585 and expenses totaling $1,015,617,
resulting in net income of $2,850,968 for the three months ended
September 30, 2005.  The Partnership?s net asset value per Unit
increased from $9.68 at June 30, 2005 to $10.24 at September 30,
2005.

The most significant trading gains of approximately 8.8% were
recorded in the global stock index futures markets, primarily
during July and September from long positions in Pacific Rim,
European, and South African equity index futures.  During July,
long positions in Pacific Rim and European stock index futures
benefited as prices increased on positive economic data out of
the U.S. and Japan.  Prices continued to strengthen after China
reformed its U.S. dollar currency peg policy, leading market
participants to conclude that a revaluation in the Chinese yuan
would likely ease trade tensions between China, the U.S., Europe,
and Japan.  Finally, strong corporate earnings out of the
European Union and the U.S. resulted in optimistic investor
sentiment and pushed prices higher.  During September, long
positions in Japanese stock index futures experienced gains as
<page> prices moved sharply higher on positive comments from Bank
of Japan Governor Toshihiko Fukui, who said the Japanese economy
was in the process of emerging from a soft patch as demonstrated
by rising production, improving business sentiment, and a
sustained upturn in consumer spending.  Additional sector gains
resulted from long positions in European stock index futures as
equity prices rose amid a drop in oil prices and as investors
embraced signs that the global economy could move forward despite
Hurricane Katrina's devastation of the U.S. Gulf Coast.
Elsewhere in the global stock index futures markets, gains were
experienced during July and September from long positions in
South African equity index futures as prices moved higher on
continued strength in gold prices and optimism that the business
climate in South Africa would continue to improve.  In the energy
markets, gains of approximately 3.3% were recorded during July
from long positions in crude oil and unleaded gasoline as prices
surged during the first week of the month on possible supply
disruptions from Hurricane Dennis.  Prices continued to move
higher towards the end of the month after news of several
refinery fires in Texas and Louisiana, declining U.S.
inventories, and passage by the U.S. Congress of President Bush?s
energy bill.  Then in August, further gains were recorded from
long positions in crude oil and its related products, and natural
gas as prices climbed higher throughout the month on supply and
demand concerns.  After Hurricane Katrina struck the Gulf of
<page> Mexico, prices advanced further to touch record highs amid
concerns for heavily damaged, or even possibly destroyed,
refineries and production facilities. Within the currency
markets, gains of approximately 0.9% were experienced during
August and September from long positions in the Canadian dollar
relative to the Japanese yen, euro, and the U.S. dollar as the
Canadian dollar increased against most of its major rivals amid
strength in the equity markets and the Bank of Canada?s decision
to raise its key interest rate for the first time in 11 months.
Smaller gains of approximately 0.5% were experienced in the
metals markets, from long positions in copper futures during July
and September as prices trended higher amid consistent strong
demand from China.  Elsewhere in the metals markets, long
positions in gold futures recorded gains during September as
prices increased sharply as fears of inflation and the long-term
economic effect of higher energy prices.  A portion of the
Partnership?s overall gains for the quarter was offset by losses
of approximately 5.1% in the global interest rate futures markets
from both long and short positions in European, Japanese, U.S.,
and Canadian fixed-income futures as prices moved without
consistent direction amid conflicting economic data, uncertainty
regarding the future interest rate policy of the U.S., the
European Union, and Canada, and volatility in energy prices.
Smaller Partnership losses of approximately 1.0% were experienced
within the agricultural markets during July and August from long
<page> futures positions in corn after prices declined from heavy
rainfall in the U.S. growing regions and forecasts for increases
in supply.  Elsewhere in the agricultural markets, losses were
incurred from futures positions in soybean meal and cotton as
prices moved in a trendless pattern amid conflicting news
regarding supply and demand.


The Partnership recorded total trading results including interest
income totaling $1,280,419 and expenses totaling $3,320,252,
resulting in a net loss of $2,039,833 for the nine months ended
September 30, 2005. The Partnership?s net asset value per Unit
decreased from $10.52 at December 31, 2004 to $10.24 at September
30, 2005.

The most significant trading gains of approximately 7.7% were
recorded in the global stock index futures markets during
February from long positions in Pacific Rim and European equity
index futures as equity prices moved higher early in the month
amid the elections in Iraq and lower-than-expected unemployment
data out of the U.S.  Pacific Rim equity index futures prices
were also pushed higher when positive economic data painted a
brighter picture of the Far East Region?s economy. Further gains
were recorded from long positions in European and South African
equity index futures during May and June as prices finished
higher amid weakness in the euro and the South African rand.
<page> During July and September, gains resulted from long
positions in Pacific Rim, European, and South African equity
index futures.  In July, long positions in Pacific Rim and
European stock index futures benefited as prices increased on
positive economic data out of the U.S. and Japan.  Prices
continued to strengthen after China reformed its U.S. dollar
currency peg policy, leading market participants to conclude that
a revaluation in the Chinese yuan would likely ease trade
tensions between China, the U.S, Europe, and Japan.  Finally,
strong corporate earnings out of the European Union and the U.S.
resulted in optimistic investor sentiment and pushed prices
higher.  During September, long positions in Japanese stock index
futures experienced gains as prices moved sharply higher on
positive comments from Bank of Japan Governor Toshihiko Fukui,
who said the Japanese economy was in the process of emerging from
a soft patch.  Additional sector gains resulted from long
positions in European stock index futures as equity prices rose
amid declining oil prices and as investors embraced signs that
the global economy could move forward despite Hurricane Katrina's
devastation of the U.S. Gulf Coast.  Elsewhere in the global
stock index futures markets, gains were experienced during July
and September from long positions in South African equity index
futures as prices moved higher on continued strength in gold
prices and optimism that the business climate in South Africa
would continue to improve.  Within the energy markets, gains of
<page> approximately 3.7% were recorded during February and March
from long futures positions in crude oil and its related products
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.  Then in June, gains were recorded during
from long positions in energy futures as prices moved higher amid
concerns that production facilities in the Gulf of Mexico would
be affected by a newly formed tropical storm and news of weak
supply.  During July, gains were recorded from long positions in
crude oil and unleaded gasoline as prices surged during the first
week of the month on possible supply disruptions from Hurricane
Dennis.  Prices continued to move higher towards the end of the
month after news of several refinery fires in Texas and
Louisiana, declining U.S. inventories, and passage by the U.S.
Congress of President Bush?s energy bill.  Then in August,
further gains were recorded from long positions in crude oil and
its related products, and natural gas as prices climbed higher
throughout the month on supply and demand concerns.  After
Hurricane Katrina struck the Gulf of Mexico, prices advanced
further to touch record highs amid concerns for heavily damaged,
or even possibly destroyed, refineries and production facilities.
Within the global interest rate futures markets, gains of
approximately 2.2% were experienced during January and March from
<page> long positions in European bond futures as prices trended
higher amid a steady stream of weak economic data from the major
countries of the European Union.  Then in May, further gains were
recorded from long positions in European interest rate futures as
prices increased early in the month as investors sought the safe-
haven of fixed-income investments due to speculation that certain
hedge funds may have experienced significant losses.  Prices then
continued to strengthen after European Central Bank
representatives publicly rejected calls for increases in European
interest rates and after French voters rejected the European
Union constitution.  During June, additional gains were recorded
from long positions in European interest rate futures as prices
trended higher throughout the month due to European Central Bank
officials? decision to keep key interest rates unchanged.  A
portion of the Partnership?s overall gains for the first nine
months of the year was offset by losses of approximately 4.7% in
the currency markets, primarily during January, from short U.S.
dollar positions relative to the euro, South African rand,
Japanese yen, Swiss franc, Czech koruna, and Swedish krona as the
value of the U.S. dollar reversed sharply higher in what many
analysts described as a ?corrective? move after its decline
during the fourth quarter of 2004.  This increase in the value of
the U.S. dollar was attributed to data released by the U.S.
Treasury Department which showed that November's investment
inflows to the U.S. were ample to cover that month?s record trade
<page> 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 the 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.   During May,
long positions in the euro against the U.S. dollar resulted in
losses as the value of the U.S. dollar increased after China
downplayed rumors of a move toward a flexible exchange rate.  Later
in the month, weak economic data and geopolitical uncertainty due
to French voters rejecting the European Union constitution
resulted in the value of the euro weakening further.  Additional
losses of approximately 4.4% were recorded in the agricultural
markets during the first and second quarter from positions in the
soybean complex, wheat, corn, and cotton as prices moved without
consistent direction amid conflicting news regarding supply and
demand.  Long futures positions in corn resulted in additional
losses during July and August when prices declined after heavy
rainfall in the U.S. growing regions and forecasts for increases
<page> in supply increases. Smaller losses during the third
quarter were incurred from futures positions in the soybean
complex and cotton as a result of ?whipsawing? in market prices.
 In the metals markets, losses of approximately 1.0% were
recorded during April and July from long futures positions in
aluminum, lead, and zinc as prices declined due to fears of
decreased demand from China and strength in the U.S. dollar.
Elsewhere in the metals markets, losses were recorded during June
from long positions in silver as prices finished lower.

For the Three and Nine Months Ended September 30, 2004
The Partnership recorded total trading results including interest
income totaling $(2,608,491) and expenses totaling $1,107,958,
resulting in a net loss of $3,716,449 for the three months ended
September 30, 2004. The Partnership?s net asset value per Unit
decreased from $9.49 at June 30, 2004 to $8.87 at September 30,
2004.

The most significant trading losses of approximately 5.3% were
recorded in the currency markets during July from long positions
in the euro, Czech koruna, and Japanese yen versus the U.S.
dollar as the value of the U.S. dollar strengthened amid the
release of positive economic data regarding consumer confidence
and upbeat testimony regarding the status of the U.S. economy by
U.S. Federal Reserve Chairman Alan Greenspan.  Short-term <page>
volatility in the euro was responsible for losses during August
as the value of the euro experienced ?whipsawing? due to
conflicting economic data and surging energy prices throughout a
majority of the month.  Finally, losses were experienced during
September from long positions in the Japanese yen against the
U.S. dollar as the value of the yen declined amid surprisingly
low second quarter growth, weakness in the equity markets, and
the repatriation of funds by Japanese exporters.  Additional
losses of approximately 1.5% were incurred in the global stock
index markets during July from long positions in U.S. and
Japanese equity index futures as prices moved lower early in the
month due to the release of disappointing U.S. employment data,
higher energy prices, and geopolitical concerns.  Further losses
were recorded from newly- established short positions in U.S.
equity index futures towards the end of July and throughout
August as prices reversed higher due to a better-than-expected
consumer confidence report and strong earnings data.  Finally,
losses were incurred in September from long positions in Japanese
equity index futures as prices drifted lower during mid-month on
concerns regarding the future of the Japanese economy amid the
release of surprisingly low second quarter growth.  Smaller
losses of approximately 0.9% were experienced in the global
interest rate futures markets, primarily during August, from
short positions in Japanese interest rate futures as global bond
prices trended higher, boosted by a surge in oil prices earlier
<page> in the month and a mixed economic picture generated by
reports on the U.S. retail sales, jobless claims, and trade
deficit.  Within the European interest rate futures markets,
losses were experienced during July and early September from long
positions as prices reversed lower due to the release of strong
economic data relating to the U.S. consumer confidence,
manufacturing, and job growth.   A portion of the Partnership?s
overall losses for the quarter was offset by gains of
approximately 1.9% recorded in the energy markets, primarily
during July and September, from long positions in heating oil and
crude oil as prices strengthened during July and September due to
continuing fears about potential terrorist attacks against the
production and refining facilities in Saudi Arabia and Iraq,
concerns that top Russian oil producer, Yukos, may break up or
stop selling oil, major disruptions in oil production in the Gulf
of Mexico due to Hurricane Ivan, and growing civil unrest in
Nigeria.  Additional gains of approximately 0.5% were recorded in
the agricultural markets, primarily during July and September,
from short futures positions in corn as prices trended lower due
to ideal weather conditions in the U.S. Midwest growing region,
reports of increased inventories by the U.S. Department of
Agriculture, and weak export demand.



<page> The Partnership recorded total trading results including
interest income totaling $(10,039,183) and expenses totaling
$3,883,058, resulting in a net loss of $13,922,241 for the nine
months ended September 30, 2004. The Partnership?s net asset
value per Unit decreased from $11.11 at December 31, 2003 to
$8.87 at September 30, 2004.

The most significant trading losses of approximately 16.5% were
experienced in the currency markets from positions in the
Japanese yen versus the U.S. dollar.  These losses were
experienced throughout the year from both long and short
positions in the yen relative to the U.S. dollar and the euro as
the value of the yen experienced significant short-term price
volatility due to conflicting economic data regarding a Japanese
economic recovery, uncertainty regarding a currency market
intervention by the Bank of Japan, geopolitical concerns stemming
from terror warnings and instability in Iraq, and speculation
regarding the direction of U.S. and Japanese interest rates.
Losses were also recorded from positions in the Singapore dollar
against the U.S. dollar, primarily during the first and second
quarters, as the value of the Singapore dollar experienced
significant ?whipsawing? in tandem with the Japanese yen.
Elsewhere in the currency markets, losses were experienced in the
Korean won against the U.S. dollar as the value of the won also
moved without consistent direction throughout the first and
second quarters.  Smaller losses were recorded from positions in
<page> the euro and Czech koruna versus the U.S. dollar,
primarily during the first quarter, as well as in July and
August, as the value of these currencies also moved in a
trendless pattern due to conflicting economic data and volatility
in oil prices.  Within the global stock index markets, losses of
approximately 3.6% were incurred during April, May, and July from
long positions in European equity index futures as prices drifted
lower amid the continuing difficulties in Iraq, fears of global
terrorism, and concerns of higher interest rates.  Additional
losses were recorded during April and July from long positions in
U.S. equity index futures as prices declined for the
aforementioned reasons. Smaller losses of approximately 0.9% were
experienced in the metals markets, primarily during April, from
long futures positions in gold as precious metals prices weakened
due to the strength in the U.S. dollar.  A portion of the
Partnership?s overall losses for the first nine months of the
year was offset by gains of approximately 3.5% in the energy
markets.  During February, April, May, July, and September, long
positions in unleaded gasoline, gas oil, and crude oil futures
profited as prices trended higher due to consistent news of tight
supply, continuing geopolitical concerns in the Middle East,
concerns that top Russian oil producer, Yukos, may break up or
stop selling oil, major disruptions in oil production in the Gulf
of Mexico due to Hurricane Ivan, and growing civil unrest in
Nigeria.  Additional gains of approximately 0.7% were generated
in the agricultural markets during March from long positions in
<page> corn futures as prices increased on news of strong demand
from Asia.  Further gains were experienced during July and August
from short positions in corn futures as prices weakened due to
ideal weather conditions in the growing regions of the U.S.
Midwest, reports of increased inventories by the U.S. Department
of Agriculture, and weaker export demand.  Smaller gains of
approximately 0.3% were recorded in the global interest rate
futures markets, primarily during February and March, from long
positions in U.S. interest rate futures as prices trended higher
on speculation about U.S. interest rate policy, uncertainty in
global equity markets, and safe-haven buying following a major
terrorist attack in Madrid.

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


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

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

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

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

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

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

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

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

The Partnership?s risk exposure in the market sectors traded by
the Trading Advisor is estimated below in terms of VaR. The
Partnership estimates VaR using a model based upon historical
simulation (with a confidence level of 99%) which involves
<page> constructing a distribution of hypothetical daily changes
in the value of a trading portfolio.  The VaR model takes into
account linear exposures to risks including equity and commodity
prices, interest rates, foreign exchange rates, and correlation
among these variables.  The hypothetical changes in portfolio
value are based on daily percentage changes observed in key
market indices or other market factors (?market risk factors?) to
which the portfolio is sensitive.  The one-day 99% confidence
level of the Partnership?s VaR corresponds to the negative change
in portfolio value that, based on observed market risk factors,
would have been exceeded once in 100 trading days, or one day in
100. VaR typically does not represent the worst case outcome.
Demeter uses approximately four years of daily market data (1,000
observations) and revalues its portfolio (using delta-gamma
approximations) for each of the historical market moves that
occurred over this time period.  This generates a probability
distribution of daily ?simulated profit and loss? outcomes.  The
VaR is the appropriate percentile of this distribution.  For
example, the 99% one-day VaR would represent the 10th worst
outcome from Demeter?s simulated profit and loss series.

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

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

The Partnership?s Value at Risk in Different Market Sectors
The following table indicates the VaR associated with the
Partnership?s open positions as a percentage of total Net Assets by
primary market risk category at September 30, 2005 and 2004. At
September 30, 2005 and 2004, the Partnership?s total capitalization
was approximately $49 million and $51 million, respectively.

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

Equity	(2.54)%	(0.21)%
Currency	(1.19)	(0.98)
Interest Rate 	(1.18)	(2.02)
Commodity	(1.13)	(0.77)
Aggregate Value at Risk	      (3.51)%	(2.70)%
<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 October 1, 2004 through September 30, 2005.






<page>
Primary Market Risk Category        High      Low      Average
Equity	(2.54)%	(1.86)%	(2.20)%

Currency	(1.61)	(1.08)	(1.28)

Interest Rate	(2.53)	(0.92)	(1.41)

Commodity	(1.13)	(0.45)	(0.93)

Aggregate Value at Risk  	(3.51)%	(2.65)%	(3.08)%

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;


<page>
*	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, 2005 and for the four quarter-end
reporting periods from October 1, 2004 through September 30, 2005.
VaR is not necessarily representative of the Partnership?s historic
risk, nor should it be used to predict the Partnership?s future
financial performance or its ability to manage or monitor risk.
There can be no assurance that the Partnership?s actual losses on a
particular day will not exceed the VaR amounts indicated above or
that such losses will not occur more than once in 100 trading days.






<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 Morgan Stanley DW; as of September
30, 2005, such amount is equal to approximately 95% of the
Partnership?s net asset value.  A decline in short-term interest
rates would result in a decline in the Partnership?s cash
management income. This cash flow risk is not considered to be
material.

Materiality, as used throughout this section, is based on an
assessment of reasonably possible market movements and any
associated potential losses, taking into account the leverage,
optionality and multiplier features of the Partnership?s market-
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, 2005, 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
September 30, 2005 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
<page> Partnership are by law limited to futures on broadly-based
indices.  At September 30, 2005, the Partnership?s primary
exposures were to the FTSE 100 (United Kingdom), CAC 40 (France),
IBEX 35 (Spain), Euro Stoxx 50 (Europe), DAX (Germany), NASDAQ
100 (U.S.), Hang Seng (China), Nikkei 225 (Japan), S&P 500
(U.S.), TOPIX (Japan), All Share (South Africa), SPI 200
(Australia), Russell 2000 (U.S.), Taiwan STX (Taiwan), and Dow
Jones (U.S.) stock indices.  The Partnership is primarily exposed
to the risk of adverse price trends or static markets in the
European, U.S., Japanese, and Chinese stock indices. Static
markets would not cause major market changes, but would make it
difficult for the Partnership to avoid trendless price movements,
resulting in numerous small losses.

Currency.  The second largest market exposure of the Partnership
at September 30, 2005 was to the currency sector.  The
Partnership?s currency exposure is to exchange rate fluctuations,
primarily fluctuations which disrupt the historical pricing
relationships between different currencies and currency pairs.
Interest rate changes, as well as political and general economic
conditions influence these fluctuations.  The Partnership trades
a large number of currencies, including cross-rates ? i.e.,
positions between two currencies other than the U.S. dollar.  The
Partnership?s major exposures were to the euro, Canadian dollar,
Japanese yen, Swiss franc, British pound, Australian dollar,
Norwegian krone, Polish zloty, and Swedish krona currency <page>
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. The third largest market exposure of the
Partnership at September 30, 2005 was to the global interest rate
sector.  Exposure was primarily spread across the European, U.S.,
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
countries ? e.g., Australia.  Demeter anticipates that the G-7
countries? interest rates will remain the primary interest rate
exposure of the Partnership for the foreseeable future.  The
speculative futures positions held by the Partnership may range
from short to long-term instruments.  Consequently, changes in
<page> short, medium, or long-term interest rates may have an
effect on the Partnership.

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

Metals.  At September 30, 2005, the Partnership had market
exposure in the metals sector.  The Partnership's metals
exposure was to fluctuations in the price of base metals,
such as lead, copper, zinc, nickel, tin, and aluminum 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
<page> opportunities develop, and Demeter anticipates that
the Partnership will continue to do so.

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

Qualitative Disclosures Regarding Non-Trading Risk Exposure

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

Foreign Currency Balances. The Partnership?s primary foreign
currency balances at September 30, 2005 were in euros, Hong
Kong dollars, Japanese yen, South African rand, British
pounds, Canadian dollars, and Australian dollars.  The
Partnership controls the non-trading risk of foreign
currency balances by regularly converting them back into
U.S. dollars upon liquidation of their respective positions.



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

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

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

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







<page> PART II.  OTHER INFORMATION

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

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

Units sold through 9/30/05      10,771,134.797
Units unsold through 9/30/05    10,228,865.203

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 September 30, 2005
was $112,109,799.

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 6.  EXHIBITS

10.05(a)	Amendment No. 1 to the Amended and Restated Customer
Agreement between the Partnership and Morgan Stanley DW
Inc., dated as of July 31, 2003, is filed herewith.
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)

November 14, 2005    By:/s/Kevin Perry
                           Kevin Perry
                           Chief Financial Officer





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











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