UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	FORM 10-Q


[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2008 or

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

Commission File Number 0-25603

	MORGAN STANLEY CHARTER GRAHAM L.P.

	(Exact name of registrant as specified in its charter)


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

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

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





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

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

Yes    X       	No___________

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

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

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


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

	INDEX TO QUARTERLY REPORT ON FORM 10-Q

	June 30, 2008

<caption>


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

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

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

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

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

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

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

Item 2.	Management?s Discussion and Analysis of
			Financial Condition and Results of Operations....... 16-29

Item 3.	Quantitative and Qualitative Disclosures About
			Market Risk..........................................30-43

Item 4.	Controls and Procedures..............................43-44

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


PART II. OTHER INFORMATION

Item 1A.	Risk Factors............................................45

Item 2.	Unregistered Sales of Equity Securities and
			Use of Proceeds......................................45-46

Item 5.	Other Information.......................................46

Item 6.	Exhibits................................................46

</table>


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

	MORGAN STANLEY CHARTER GRAHAM L.P.
	STATEMENTS OF FINANCIAL CONDITION
<caption>
	June 30, 	December 31,
	      2008       	      2007
	$	$
	(Unaudited)
ASSETS

	<c>	<c>
Trading Equity:
	Unrestricted cash	481,627,724	428,483,746
	Restricted cash	    23,541,440	    11,795,125

	     Total cash	   505,169,164	  440,278,871

   	Net unrealized gain (loss) on open contracts (MS&Co.)	11,360,798	        (269,587)
	Net unrealized gain on open contracts (MSIP)	      1,139,623	           64,122

	     Total net unrealized gain (loss) on open contracts	    12,500,421	        (205,465)

	     Total Trading Equity	517,669,585	440,073,406

Subscriptions receivable	7,811,414	6,032,184
Interest receivable (MS&Co.)	        760,418	      1,136,385

	     Total Assets	  526,241,417	  447,241,975

LIABILITIES AND PARTNERS? CAPITAL

Liabilities

Redemptions payable	10,231,320	 3,952,743
Accrued brokerage fees (MS&Co.)	2,453,263	2,261,439
Accrued management fees	        817,755	       753,813

	     Total Liabilities	    13,502,338	    6,967,995

Partners? Capital

Limited Partners (19,143,986.760 and
   19,771,249.924 Units, respectively)	507,224,244	435,434,673
General Partner (208,144.501 and
   219,732.501 Units, respectively)	      5,514,835	     4,839,307

         Total Partners? Capital	    512,739,079	 440,273,980

         Total Liabilities and Partners? Capital	   526,241,417	 447,241,975

NET ASSET VALUE PER UNIT	             26.50	            22.02
<fn>

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


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


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


                                 2008   	         2007    	        2008   	    2007
                                       $	                 $		            $	 	 $

	<c>	<c>		<c>	<c>
INVESTMENT INCOME
	Interest income (MS&Co.)	     1,936,667		    4,737,604		    4,457,002	       9,703,863


EXPENSES
	Brokerage fees (MS&Co.)	7,281,195	5,834,078	14,096,153	11,888,204
	Management fees	    2,427,066	    1,944,692	    4,698,719	    3,962,735

		Total Expenses 	    9,708,261	    7,778,770		    18,794,872	 15,850,939

NET INVESTMENT LOSS 	    (7,771,594)	   (3,041,166)	   (14,337,870)	  (6,147,076)

TRADING RESULTS
Trading profit (loss):
	Realized	41,903,407	96,038,794	89,932,712	63,821,854
	Net change in unrealized	    8,413,776	     5,478,350		    12,705,886	   (3,069,991)

		Total Trading Results	    50,317,183	 101,517,144		   102,638,598	   60,751,863

NET INCOME	    42,545,589		    98,475,978	   88,300,728	    54,604,787

NET INCOME ALLOCATION

	Limited Partners	42,082,671	   97,411,172      	87,332,792	          54,015,536
	General Partner                                462,919	               1,064,806                    967,936		               589,251


NET INCOME PER UNIT

	Limited Partners                                   2.18	4.79	     4.48 	2.74
	General Partner                                     2.18	4.79	    4.48                  2.74


    Units     	                Units                          Units                     Units
WEIGHTED AVERAGE NUMBER
	OF UNITS OUTSTANDING                   19,602,365.044     	20,487,447.457	19,729,071.569	    20,863,217.545

<fn>

	The accompanying notes are an integral part
	of these financial statements.
</table>
<page> <table> MORGAN STANLEY CHARTER GRAHAM L.P.
	STATEMENTS OF CHANGES IN PARTNERS? CAPITAL
	For the Six Months Ended June 30, 2008 and 2007
	(Unaudited)

<caption>

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

	<c>	<c>		<c>	<c>
Partners? Capital,
	December 31, 2006	21,577,744.878	415,478,418	4,497,373	419,975,791

Offering of Units	1,263,309.047          24,283,165	      ?     	24,283,165

Net Income                                                               ?	    	54,015,536	 589,251	54,604,787

Redemptions	 (2,626,509.370)	 (49,935,378)	 (209,036) 	  (50,144,414)

Partners? Capital,
   June 30, 2007	 20,214,544.555	 443,841,741	  4,877,588	 448,719,329




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

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

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

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

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





<fn>








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


<caption>
	For the Six Months Ended June 30,

	  2008   	    2007
	$	$


CASH FLOWS FROM OPERATING ACTIVITIES

			<c>	<c>
Net income 	88,300,728	54,604,787
Noncash item included in net income:
	Net change in unrealized	(12,705,886)	 3,069,991

(Increase) decrease in operating assets:
	Restricted cash	(11,746,315)	24,144,005
	Interest receivable (MS&Co.)	375,967	204,908

Increase (decrease) in operating liabilities:
	Accrued brokerage fees (MS&Co.)	191,824	(976)
	Accrued management fees	           63,942	             (325)

Net cash provided by operating activities	    64,480,260	   82,022,390


CASH FLOWS FROM FINANCING ACTIVITIES

Cash received from offering of Units	39,264,125	23,416,130
Cash paid for redemptions of Units 	    (50,600,407)	   (55,660,540)

Net cash used for financing activities	   (11,336,282)	   (32,244,410)

Net increase in unrestricted cash	53,143,978	49,777,980

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

Unrestricted cash at end of period	                481,627,724	                412,219,343




<fn>




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

</table>


<page> <table> MORGAN STANLEY CHARTER GRAHAM L.P.
CONDENSED SCHEDULES OF INVESTMENTS
June 30, 2008 (Unaudited) and December 31, 2007
<caption>


Futures and Forward Contracts
Long
Unrealized
Gain/(Loss)

Percentage of
   Net Assets
       Short
  Unrealized
  Gain/(Loss)

Percentage of
   Net Assets
     Net
Unrealized
  Gain/(Loss)

$
%
   $
 %
 $


June 30, 2008, Partnership Net Assets:  $512,739,079





<c>
<c>
<c>
<c>
<c>
Commodity
 4,699,914
        0.92
    667,253
       0.13
 5,367,167
Equity
     (29,864)
       (0.01)
 3,582,372
       0.70
3,552,508
Foreign currency
 3,714,075
        0.73
    179,266
       0.03
3,893,341
Interest rate
       71,186
        0.01
 (1,502,159)
      (0.29)
  (1,430,973)






     Grand Total:
  8,455,311
        1.65
 2,926,732
       0.57
 11,382,043

     Unrealized Currency Gain





   1,118,378

     Total Net Unrealized Gain



   12,500,421

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








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






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

     Unrealized Currency Gain





   1,518,232

     Total Net Unrealized Loss



  (205,465)


								<fn>








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

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

June 30, 2008
(Unaudited)

The unaudited financial statements contained herein include, in
the opinion of management, all adjustments necessary for a fair
presentation of the results of operations and financial condition
of Morgan Stanley Charter Graham L.P. (the ?Partnership?).  The
financial statements and condensed notes herein should be read in
conjunction with the Partnership?s December 31, 2007, Annual
Report on Form 10-K.

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


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

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

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

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


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

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


3.  Income Taxes
No provision for income taxes has been made in the accompanying
financial statements, as partners are individually responsible
for reporting income or loss based upon their respective share of
the Partnership?s revenues or expenses for income tax purposes.
The Partnership files U.S. federal and state tax returns.  The
2004 through 2007 tax years generally remain subject to
examination by U.S. federal and most state tax authorities.


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


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

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


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


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


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

3)	Terms require or permit net settlement.

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




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

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

	<c>	<c>	<c>	<c>	<c>
Jun. 30, 2008    8,860,177	 3,640,224	12,500,421	 Dec. 2009	 Sep. 2008
Dec. 31, 2007    2,077,012    (2,282,477)	  (205,465)	 Jun. 2009	 Mar. 2008
</table>
The Partnership has credit risk associated with counterparty non-
performance.  As of the date of the financial statements, the
credit risk associated with the instruments in which the
Partnership trades is limited to the amounts reflected in the
Partnership?s Statements of Financial Condition.

The Partnership also has credit risk because MS&Co. and MSIP act
as the futures commission merchants or the counterparties, with



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

respect to most of the Partnership?s assets.  Exchange-traded
futures, exchange-traded forward, and exchange-traded futures-
styled options contracts are marked to market on a daily basis,
with variations in value settled on a daily basis.  MS&Co. and
MSIP, each acting as a commodity broker for the Partnership?s
exchange-traded futures, exchange-traded forward, and exchange-
traded futures-styled options contracts, are required, pursuant to
regulations of the Commodity Futures Trading Commission ("CFTC"),
to segregate from their own assets, and for the sole benefit of
their commodity customers, all funds held by them with respect to
exchange-traded futures, exchange-traded forward, and exchange-
traded futures-styled options contracts, including an amount equal
to the net unrealized gains (losses) on all open exchange-traded
futures, exchange-traded forward, and exchange-traded futures-
styled options contracts, which funds, in the aggregate, totaled
$514,029,341 and $442,355,883 at June 30, 2008, and December 31,
2007, respectively.  With respect to the Partnership?s off-
exchange-traded forward currency contracts, there are no daily
settlements of variation in value, nor is there any requirement
that an amount equal to the net unrealized gains (losses) on such
contracts be segregated.  However, the Partnership is required to
meet margin requirements equal to the net unrealized loss on open
forward currency contracts in the Partnership accounts with the



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

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

5.  New Accounting Developments
In September 2006, the Financial Accounting Standards Board
("FASB") issued Statement of Financial Accounting Standards No.
157 ("SFAS 157"), "Fair Value Measurements".  SFAS 157 requires
use of a fair value hierarchy that prioritizes the inputs to
valuation techniques used to measure fair value into three
levels: Level 1 - quoted market prices in active markets for
identical assets and liabilities; Level 2 - inputs other than
quoted market prices that are observable for the asset or
liability, either directly or indirectly (including quoted prices
for similar investments, interest rates, credit risk); and Level
3 - unobservable inputs for the asset or liability (including the






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


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

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

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



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




  Total


<c>
<c>
 <c>

<c>
Unrealized gain on open contracts
                          $8,860,177
                    $3,640,244
     n/a

$12,500,421

</table>
In March 2008, the FASB issued SFAS No. 161, Disclosures about
Derivative Instruments and Hedging Activities ("SFAS 161").  SFAS
161 is intended to improve financial reporting about derivative
instruments and hedging activities by requiring enhanced
disclosures to enable investors to better understand how those
instruments and activities are accounted for; how and why they are



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


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

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







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

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

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

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

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

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

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

Results of Operations
General.  The Partnership?s results depend on the Trading Advisor
and the ability of the Trading Advisor?s trading programs to take
advantage of price movements in the futures, forward, and options
markets.  The following presents a summary of the Partnership?s
operations for the three and six month periods ended June 30, 2008
and 2007, and a general discussion of its trading activities
during each period.  It is important to note, however, that the
Trading Advisor trades in various markets at different times and
that prior activity in a particular market does not mean that such
market will be actively traded by the Trading Advisor or will be
profitable in the future. Consequently, the results of operations
of the Partnership are difficult to discuss other than in the
context of the Trading Advisor?s trading activities on behalf of
<page> the Partnership during the period in question.  Past
performance is no guarantee of future results.

The Partnership?s results of operations set forth in the
Financial Statements on pages 2 through 15 of this report are
prepared in accordance with accounting principles generally
accepted in the United States of America, which require the use
of certain accounting policies that affect the amounts reported
in these Financial Statements, including the following:  The
contracts the Partnership trades are accounted for on a trade-
date basis and marked to market on a daily basis.  The difference
between their cost and market value is recorded on the Statements
of Operations as ?Net change in unrealized trading gain (loss)?
for open (unrealized) contracts, and recorded as ?Realized
trading gain (loss)? when open positions are closed out.  The sum
of these amounts constitutes the Partnership?s trading results.
The market value of a futures contract is the settlement price on
the exchange on which that futures contract is traded on a
particular day.  The value of a foreign currency forward contract
is based on the spot rate as of the close of business.  Interest
income, as well as management fees, incentive fees, and brokerage
fees expenses of the Partnership are recorded on an accrual
basis.

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

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

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

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

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

For the Three and Six Months Ended June 30, 2007
The Partnership recorded total trading results including interest
income totaling $106,254,748 and expenses totaling $7,778,770,
resulting in net income of $98,475,978 for the three months ended
June 30, 2007. The Partnership?s net asset value per Unit
increased from $17.41 at March 31, 2007, to $22.20 at June 30,
2007.

The most significant trading gains of approximately 14.6% were
recorded in the global interest rate sector from short positions
in European fixed-income futures as prices moved lower throughout
the quarter amid continued optimism about the status of the
European economy after real Gross Domestic Product in the Euro-
Zone increased more-than-expected during the first quarter of
2007.  Additionally, European interest rate futures prices were
pressured lower on news that Germany's unemployment rate held at
a six-year low, French unemployment dropped to the lowest level
in 24 years, and housing prices in the United Kingdom showed
their biggest jump of 2007.  Elsewhere, gains were experienced
<page> primarily during May and June from short positions in U.S.
interest rate futures as prices declined after the Conference
Board's index of leading economic indicators showed that five of
the ten categories for the U.S. economy showed improvement.
Additional gains of approximately 8.7% were experienced in the
currency sector throughout the quarter from long positions in the
New Zealand dollar, Turkish lira, Canadian dollar, Brazilian
real, and Australian dollar versus the U.S. dollar as the value
of the U.S. dollar weakened relative to these currencies on news
that foreign investment in the U.S. securities fell more-than-
expected in February and the U.S. industrial production declined
in March.  In addition, the value of the U.S. dollar continued to
fall against its major rivals leading up to and after the U.S.
Federal Reserve?s decision to leave interest rates steady at
5.25%.  Elsewhere, short positions in the Japanese yen versus the
U.S. dollar resulted in gains throughout the quarter as the value
of the Japanese yen weakened relative to most of its major rivals
in a continuation of the carry-trade after news that the Tankan
survey was weaker-than-expected and a decline in Japanese
industrial production increased speculation that Japanese
economic growth was not sufficient to warrant an increase in
interest rates by the Bank of Japan.  Smaller gains of
approximately 3.8% were recorded in the global stock index sector
primarily during April and May from long positions in European
and U.S. equity index futures as prices moved higher amid
consistently strong corporate earnings and increased merger and
<page> acquisition activity.  Elsewhere, long positions in
Pacific Rim equity index futures resulted in gains primarily
during May as prices increased on optimism that strong economic
growth in the Euro-Zone and the U.S. would result in strong
demand for exports from Asia.  A portion of the Partnership?s
gains in the second quarter was offset by losses of approximately
0.3% in the metals markets primarily during May from long
positions in copper, aluminum, and zinc futures as prices fell
after the Chinese government announced that it would raise export
taxes for base metals and on speculation that rising production
and inventories might create a global surplus.  Additional losses
were recorded during May from long positions in gold futures as
prices fell due to speculative selling.  Finally, losses of
approximately 0.3% were experienced in the agricultural markets
throughout the quarter from long positions in soybean meal
futures as prices moved lower on news of an increase in supplies.
 During May and June, additional losses were incurred as wet
weather conditions pressured prices lower amid speculation that
rain might positively impact future supplies.  Elsewhere, losses
were recorded from long positions in cocoa futures primarily
during April as prices were pressured lower on news that
political tensions in the Ivory Coast were subsiding, alleviating
fears that future supplies would be negatively impacted.

The Partnership recorded total trading results including interest
income totaling $70,455,726 and expenses totaling $15,850,939,
<page> resulting in net income of $54,604,787 for the six months
ended June 30, 2007.  The Partnership?s net asset value per Unit
increased from $19.46 at December 31, 2006, to $22.20 at June 30,
2007.

The most significant trading gains of approximately 11.3% were
recorded in the global interest rate sector throughout a majority
of the year from short positions in European fixed-income futures
as prices initially fell during January after reports showed
confidence in the Euro-Zone economy stayed close to a six-year
high in December.  European fixed-income futures prices continued
to weaken after the Ifo Institute stated that German business
sentiment climbed to the second-highest level on record in April
and consumer confidence in the United Kingdom increased in April.
During May and June, European interest rate futures prices fell
after a report showing real Gross Domestic Product in the Euro-
Zone had increased more-than-expected in the first quarter of
2007, news that Germany's seasonally adjusted unemployment rate
had reached its lowest level since 1995, and housing prices in
the United Kingdom had shown their biggest jump in 2007.
Elsewhere, short positions in U.S. interest rate futures resulted
in gains as prices moved lower during January after stronger-
than-expected retail sales data, consumer confidence, and jobs
growth suggested that the U.S. Federal Reserve might not cut
interest rates during the first quarter of 2007.  During May and
June, U.S. fixed-income futures prices fell after the <page>
Philadelphia Federal Reserve's index of regional manufacturing
increased more-than-expected in April, the Federal Reserve Bank
of Richmond President Jeffrey Lacker stated there were still
inflationary concerns present in the U.S. economy, and the
Conference Board's index of leading economic indicators showed
that five of the ten categories for the U.S. economy showed
improvement.  Additional gains of approximately 5.3% were
experienced in the currency sector primarily during the second
quarter from short positions in the Japanese yen versus the U.S.
dollar, euro, and Australian dollar as the value of the Japanese
yen weakened against most of its major rivals in a continuation
of the carry-trade after news that the Tankan survey was weaker-
than-expected and a decline in Japanese industrial production
increased speculation that Japanese economic growth was not
sufficient to warrant an increase in interest rates by the Bank
of Japan.  Elsewhere, gains were recorded throughout the year
from long positions in the Turkish lira, Brazilian real, Canadian
dollar, and New Zealand dollar versus the U.S. dollar as these
currencies moved higher relative to the U.S. dollar after strong
economic data out of these countries added to growing investor
sentiment that their respective Central Banks would raise
interest rates in order to combat inflation.  Additionally, the
value of the U.S. dollar declined against these currencies after
the U.S. Federal Reserve?s decision to leave interest rates
steady at 5.25%.  Smaller gains of approximately 1.9% were
recorded in the global stock index sector primarily during <page>
January, April, and May from long positions in European equity
index futures as prices climbed higher on strong corporate
earnings and increased merger and acquisition activity in the
Euro-Zone, as well as continued optimism about the future of the
global economy.  A portion of the Partnership?s gains in the
first six months of the year was offset by losses of
approximately 1.5% recorded in the energy markets primarily
during January and March from short positions in natural gas
futures as prices moved higher during March after the U.S.
Department of Energy reported that natural gas supplies were down
15% from a year ago.  Elsewhere, short futures positions in crude
oil and its related products resulted in losses primarily during
the first quarter as prices reversed higher on increased concerns
that unexpected refinery shutdowns would curb fuel stockpiles in
the future.  Prices continued to move higher amid rising
geopolitical concerns in the Middle East. Additional losses of
approximately 1.1% were experienced in the metals markets
primarily during February and March from short positions in zinc
futures as prices moved higher on continued speculation that low
stockpiles and supply disruptions might create a supply shortage
in the future.  Meanwhile, losses were incurred primarily during
January, February, and May from both short and long positions in
copper, aluminum, and zinc futures as prices moved in a trendless
pattern.  Finally, losses of approximately 0.3% were incurred in
the agricultural markets primarily during January and May from
both short and long positions in coffee futures as prices moved
<page> without consistent direction due to conflicting data
regarding supply and demand.  Elsewhere, long positions in corn
futures resulted in losses primarily during March and April as
prices dropped after the U.S. government announced its plans to
seek alternative fuel sources other than ethanol.

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

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

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

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

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

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

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.

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

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

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

The Partnership?s Value at Risk in Different Market Sectors
The following table indicates the VaR associated with the
Partnership?s open positions as a percentage of total Net Assets
by primary market risk category at June 30, 2008 and 2007. At
June 30, 2008 and 2007, the Partnership?s total capitalization
was approximately $513 million and $449 million, respectively.

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

Currency	(0.98)%	(1.09)%
Equity	(0.59)	(1.06)
Interest Rate	(0.35)	(1.20)
Commodity 	(0.97)	(0.20)
Aggregate Value at Risk	        (1.26)%	(2.21)%
<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.  Such changes could
positively or negatively materially impact market risk as
measured by VaR.

The table below supplements the quarter-end VaR set forth above
by presenting the Partnership?s high, low, and average VaR, as a
percentage of total Net Assets for the four quarter-end reporting
periods from July 1, 2007, through June 30, 2008.

Primary Market Risk Category	High	Low	Average
Currency	(1.32)%	(0.94)%	(1.09)%

Equity	(0.59)	(0.07)	(0.28)

Interest Rate	(0.35)	(0.09)	(0.21)

Commodity	(0.97)	(0.30)	(0.63)

Aggregate Value at Risk	(1.62)%	(1.05)%	(1.25)%


<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 June 30, 2008 and 2007, and for the four
quarter-end reporting periods from July 1, 2007, through June 30,
2008.  VaR is not necessarily representative of the Partnership?s
historic risk, nor should it be used to predict the Partnership?s
future financial performance or its ability to manage or monitor
risk.  There can be no assurance that the Partnership?s actual
losses on a particular day will not exceed the VaR amounts
indicated above or that such losses will not occur more than once
in 100 trading days.

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

The Partnership also maintains a substantial portion of its
available assets in cash at MS&Co.; as of June 30, 2008, such
amount was equal to approximately 94% of the Partnership?s net
asset value.  A decline in short-term interest rates would result
<page> 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
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 June 30, 2008, by market sector.  It may be
anticipated, however, that these market exposures will vary
materially over time.

Currency.  The second largest market exposure of the Partnership
at June 30, 2008, was to the currency sector.  The Partnership?s
currency exposure is to exchange rate fluctuations, primarily
fluctuations which disrupt the historical pricing relationships
between different currencies and currency pairs.  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 June 30,
2008, the Partnership?s major exposures were to the Australian
dollar, Japanese yen, euro, Swiss franc, Canadian dollar, and
British pound 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
<page> associated with the Partnership?s currency trades will
change significantly in the future.

Equity.  At June 30, 2008, the Partnership had market exposure to
the global stock index sector, primarily to equity price risk in
the G-7 countries.  The G-7 countries consist of France, the
U.S., the United Kingdom, Germany, Japan, Italy, and Canada.  The
stock index futures traded by the Partnership are by law limited
to futures on broadly-based indices.  At June 30, 2008, the
Partnership?s primary market exposures were to the CAC 40
(France), DAX (Germany), Hang Seng (Hong Kong), Euro Stox 50
(Europe), S&P 500 (U.S.), IBEX 35 (Spain), NASDAQ 100 (U.S.),
FTSE 100 (United Kingdom), Nikkei 225 (Japan), Dow Jones (U.S.),
TOPIX (Japan), and Russell 2000 (U.S.) stock indices.  The
Partnership is typically exposed to the risk of adverse price
trends or static markets in the European, U.S., and Pacific Rim
stock indices. Static markets would not cause major market
changes, but would make it difficult for the Partnership to avoid
trendless price movements, resulting in numerous small losses.

Interest Rate. At June 30, 2008, the Partnership had market
exposure to the global interest rate sector.  Exposure was
primarily spread across the European, Japanese, U.S., 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
<page> 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.

Commodity.
Soft Commodities and Agriculturals.  The largest market
exposure of the Partnership at June 30, 2008, was to the
markets that comprise these sectors.  Most of the exposure
was to the corn, cocoa, soybeans, soybean meal, coffee,
wheat, and soybean oil markets. Supply and demand
inequalities, severe weather disruptions, and market
expectations affect price movements in these markets.

Energy.  The third largest market exposure of the
Partnership at June 30, 2008, was to the energy sector.  The
<page> Partnership?s energy exposure was shared primarily by
futures contracts in crude oil and its related products, as
well as 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.

Metals. At June 30, 2008, 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 aluminum, zinc, copper, and lead, as well as
precious metals, such as gold and silver.  Economic forces,
supply and demand inequalities, geopolitical factors, and
market expectations influence price movements in these
markets.  The Trading Advisor utilizes its trading system(s)
to take positions when market opportunities develop, and
Demeter anticipates that the Trading Advisor will continue
to do so.



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

Foreign Currency Balances. The Partnership?s primary foreign
currency balances at June 30, 2008, were in euros, British
pounds, Swiss francs, Hong Kong dollars, Japanese yen,
Australian dollars, and Canadian 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
 	As of the end of the period covered by this quarterly report, the
President and Chief Financial Officer of Demeter, the general
partner of the Partnership, have evaluated the effectiveness of
the Partnership?s disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) of the Exchange Act), and have
judged such controls and procedures to be effective.

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

Item 4T.   CONTROLS AND PROCEDURES
Not applicable.


<page> <table> PART II.  OTHER INFORMATION
Item 1A. RISK FACTORS
There have been no material changes from the risk factors
previously referenced in the Partnership?s Report on Form 10-K for
the fiscal year ended December 31, 2007, and the Partnership?s
Report on Form 10-Q for the quarter ended March 31, 2008.

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

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

Units sold through 6/30/08      40,387,033.334
Units unsold through 6/30/08     9,612,966.666

   </table>
The managing underwriter for the Partnership is MS&Co.

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

The aggregate price of the Units sold through June 30, 2008, was
$769,846,077.

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

Item 5.  OTHER INFORMATION
Mr. Michael Durbin became listed as a principal of Demeter by the
National Futures Association on June 5, 2008.

Mr. Jose Morales became listed as a principal of Demeter by the
National Futures Association on June 23, 2008.



Item 6.  EXHIBITS

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

<page>



SIGNATURE



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



                     Morgan Stanley Charter Graham L.P.
                     (Registrant)

                     By: Demeter Management Corporation
                         (General Partner)

August 13, 2008      By: /s/ Christian Angstadt
                             Christian Angstadt
                             Chief Financial Officer





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