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 0-50064

	MORGAN STANLEY CHARTER CAMPBELL L.P.

	(Exact name of registrant as specified in its charter)


		Delaware						     01-0710311
(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 CAMPBELL L.P.

	INDEX TO QUARTERLY REPORT ON FORM 10-Q

	September 30, 2005

<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.......13-26

Item 3.	Quantitative and Qualitative Disclosures about
			Market Risk.........................................27-39

Item 4.	Controls and Procedures................................40


PART II. OTHER INFORMATION

Item 2.	Unregistered Sales of Equity Securities and Use of
			Proceeds...............................................41

Item 6.	Exhibits...............................................42

</table>


<page> <table> PART I.  FINANCIAL INFORMATION


Item 1.  Financial Statements

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

	<c>	<c>
Equity in futures interests trading accounts:
	Cash	341,760,239	267,002,332

	Net unrealized gain (loss) on open contracts (MS&Co.)	15,850,089	(905,509)
	Net unrealized gain (loss) on open contracts (MSIL)	      538,715	         (91,713)

	     Total net unrealized gain (loss) on open contracts	  16,388,804   	       (997,222)

	     Total Trading Equity	358,149,043	266,005,110

Subscriptions receivable	11,325,975	14,332,785
Interest receivable (Morgan Stanley DW)	       918,603	         437,260

	     Total Assets	 370,393,621	  280,775,155

LIABILITIES AND PARTNERS? CAPITAL

Liabilities

Redemptions payable	9,432,298	3,320,046
Accrued brokerage fees (Morgan Stanley DW)	1,717,161	1,372,469
Accrued management fees	       758,412	       581,926

	     Total Liabilities	  11,907,871	    5,274,441

Partners? Capital

Limited Partners (28,740,482.570 and
	  23,535,882.766 Units, respectively)	354,639,084	272,588,976
General Partner (311,739.560 and
	  251,405.283 Units, respectively)	     3,846,666	     2,911,738

	     Total Partners? Capital	  358,485,750	  275,500,714

	     Total Liabilities and Partners? Capital	 370,393,621	  280,775,155


NET ASSET VALUE PER UNIT	           12.34	            11.58
<fn>
	The accompanying notes are an integral part
	of these financial statements.
</table>
<page> <table>	MORGAN STANLEY CHARTER CAMPBELL 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)	  2,646,444		    690,900 		  6,243,197
1,379,960

EXPENSES
	Brokerage fees (Morgan Stanley DW)	5,218,288	3,343,347	14,420,153	8,289,961
	Management fees	2,304,743      	    1,417,578	6,206,334 	   3,514,942
	Incentive fee	          ?         	          ?            	          ?        	    4,265,659

		   Total Expenses 	     7,523,031	    4,760,925	  20,626,487	   16,070,562

NET INVESTMENT LOSS 	   (4,876,587)	   (4,070,025)	  (14,383,290)	 (14,690,602)

TRADING RESULTS
Trading profit (loss):
	Realized	 6,486,778	(14,419,587)	19,160,706	2,276,947
	Net change in unrealized	  (4,961,090)	   9,764,709 	   17,386,026	          27,861

	           Total Trading Results	   1,525,688	  (4,654,878)	  36,546,732	  2,304,808

NET INCOME (LOSS)	 (3,350,899)	  (8,724,903)		  22,163,442	 (12,385,794)

NET INCOME (LOSS) ALLOCATION

	Limited Partners	(3,310,154)	  (8,630,556)	21,928,514	(12,250,787)
	General Partner 	(40,745)	(94,347)	234,928	(135,007)


NET INCOME (LOSS) PER UNIT

	Limited Partners                                                  	(0.12)	                    (0.46)	0.76 		(0.28)
	General Partner                                                   	 (0.12)                    (0.46)	 	0.76	(0.28)






<fn>

	The accompanying notes are an integral part
	of these financial statements.
</table>
<page> <table> MORGAN STANLEY CHARTER CAMPBELL 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	9,989,868.793	110,098,161	1,230,037	111,328,198

Offering of Units	11,555,823.388	134,054,586	1,410,000	135,464,586

Net Loss                                                               ?                 	(12,250,787)	(135,007)	(12,385,794)

Redemptions	    (650,398.219)	 (7,427,368)	         ?    	  (7,427,368)

Partners? Capital,
September 30, 2004	  20,895,293.962	 224,474,592	 2,505,030	 226,979,622




Partners? Capital,
   December 31, 2004	23,787,288.049	272,588,976	2,911,738	275,500,714

Offering of Units	9,168,963.862	106,630,606	700,000	107,330,606

Net Income                                                              ?                   21,928,514		234,928	22,163,442

Redemptions	    (3,904,029.781)	 (46,509,012)	         ?    	  (46,509,012)

Partners? Capital,
September 30, 2005	  29,052,222.130	 354,639,084	 3,846,666	 358,485,750





<fn>




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


<caption>	          For the Nine Months Ended September 30,

                                             2005                         2004
	              $	         $


CASH FLOWS FROM OPERATING ACTIVITIES

			<c>	<c>
Net income (loss)	22,163,442	(12,385,794)
Noncash item included in net income (loss):
     Net change in unrealized	(17,386,026)	(27,861)

Increase in operating assets:
     Interest receivable (Morgan Stanley DW)	(481,343)	(186,902)

Increase (decrease) in operating liabilities:
	Accrued brokerage fees (Morgan Stanley DW)	344,692	645,598
    	Accrued management fees	176,486		273,734
	Accrued incentive fee	             ?    	                (9,503)

Net cash provided by (used for) operating activities	  4,817,251   	    (11,690,728)


CASH FLOWS FROM FINANCING ACTIVITIES

Cash received from offering of Units	110,337,416	 134,804,771

Cash paid from redemptions of Units	   (40,396,760)	   (7,003,108)

Net cash provided by financing activities	    69,940,656	   127,801,663

Net increase in cash	74,757,907	    116,110,935

Balance at beginning of period	   267,002,332	     97,828,371

Balance at end of period	 341,760,239	   213,939,306



<fn>








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




<page> MORGAN STANLEY CHARTER CAMPBELL 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 Campbell 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 Campbell L.P. is a Delaware limited
partnership organized in 2002 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 Graham L.P., Morgan Stanley Charter Millburn L.P., and
Morgan Stanley Charter MSFCM L.P.
<page> MORGAN STANLEY CHARTER CAMPBELL 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. Campbell & Company, Inc. (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 CAMPBELL 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 agricultural
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 CAMPBELL 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 CAMPBELL 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 (losses) on open contracts, reported as a
component of ?Equity in futures interests trading accounts? on
the Statements of Financial Condition, and their longest contract
maturities were as follows:
	Net Unrealized Gains/(Losses)
	on Open Contracts 	Longest Maturities
	  Exchange-	Off-Exchange-		  Exchange-	  Off-
Exchange-
Date	 Traded  	   Traded   	  Total	  Traded 	   Traded
	$	$	  $

Sep. 30, 2005     7,565,307      8,823,497
Jun. 2006	     Dec. 2005
Dec. 31, 2004     3,746,156   (4,743,378)	        (997,222)
   Sep. 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
in value settled on a daily basis.  Morgan Stanley DW, MS & Co.,
<page> MORGAN STANLEY CHARTER CAMPBELL L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
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 $349,325,546
and $270,748,488 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

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

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.


<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
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 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 in the
context of the Trading Advisor?s trading activities on <page>
behalf of the Partnership during the period in question.  Past
performance is no guarantee of future results.

The Partnership?s results of operations set forth in the
financial statements on pages 2 through 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 $4,172,132 and expenses totaling $7,523,031,
resulting in a net loss of $3,350,899 for the three months ended
September 30, 2005.  The Partnership?s net asset value per Unit
decreased from $12.46 at June 30, 2005 to $12.34 at September 30,
2005.

The most significant trading losses of approximately 5.1% were
recorded in the global interest rate futures markets throughout
the quarter from both long and short positions in European, the
U.S., and Japanese fixed-income futures as prices moved without
consistent direction amid conflicting economic data, uncertainty
regarding the future interest rate policy of the U.S. and the
European Union, and volatility in energy prices.  Additional
losses of approximately 1.7% were recorded within the currency
markets during August from long U.S. dollar positions against the
Swiss franc, Canadian dollar, and New Zealand dollar as the value
of the U.S. dollar declined amid higher crude oil prices, lower
durable goods orders reported by the U.S. Commerce Department,
the U.S. trade imbalance, and economic warnings from U.S. Federal
Reserve Chairman Alan Greenspan.  Further losses in the currency
sector were recorded during September from long positions in the
British pound relative to the U.S. dollar as the value of the
<page> pound weakened after news that the British economy
experienced its slowest growth in twelve years during the second
quarter of 2005 and expectations for further interest rate cuts
by the Bank of England.  Additional losses in September were
recorded from long positions in the New Zealand dollar versus the
U.S. dollar as the value of the New Zealand dollar weakened on
fears for an economic slow-down in New Zealand during 2006.
Finally, losses were incurred from short positions in the
Canadian dollar against the U.S. dollar as the value of the
Canadian dollar increased against most its major rivals amid
strength in the equity markets.  A portion of the Partnership?s
overall losses for the quarter was offset by gains of
approximately 4.3% in the global stock index futures markets,
primarily during July and September from long positions in
Japanese and European equity index futures. During July, long
positions 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 as demonstrated by
<page> 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 decline in oil prices and investors
embraced signs that the global economy could move forward despite
Hurricane Katrina's devastation of the U.S. Gulf Coast.  In the
energy markets, gains of approximately 2.8% were recorded during
August 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 concern for heavily damaged, or even possibly destroyed,
refineries and production facilities.  Smaller gains of
approximately 0.4% were experienced in the metals markets from
long positions in copper futures as prices trended higher
throughout the quarter amid consistent strong demand from China.



The Partnership recorded total trading results including interest
income totaling $42,789,929 and expenses totaling $20,626,487,
resulting in net income of $22,163,442 for the nine months ended
September 30, 2005.  The Partnership?s net asset value per Unit
increased from $11.58 at December 31, 2004 to $12.34 at September
30, 2005.

<page> The most significant trading gains of approximately 4.4%
were recorded in the energy markets from long positions in crude
oil and its related products as prices trended higher during
January, February, and March 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.  Further gains were recorded during June
from long positions in these markets as prices moved higher amid
concerns that production facilities in Gulf of Mexico would be
affected by a higher tropical storm and news of weak supply.
Additional gains in the energy markets were recorded during
August 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 concern for heavily damaged, or even possibly destroyed,
refineries and production facilities.  Within the global interest
rate futures markets, gains of approximately 3.3% were
experienced during January from long positions in European bond
futures as prices moved higher due to conflicting economic data
out of the European Union and uncertainty in the equity markets.
Further gains were recorded in March and April from long
positions in European interest rate futures as prices
strengthened due to weakness in the equity markets.  During May,
gains were recorded from long positions in European interest rate
futures as prices increased early in the month as investors
<page> 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 French voters rejected
the European Union?s constitution.  During June, 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 and the release of weak economic data.  Later in the
month, long positions in European interest rate futures
experienced gains as prices continued to move higher after the
Swedish Central Bank made a sharper cut in interest rates than
had been expected.  Additional gains of approximately 2.3% were
recorded in the currency markets, during March from short
positions in the Japanese yen against the U.S. dollar as the
value of the yen declined due to investor pessimism regarding the
long-term future of the Japanese economy.  Additional gains in
the currency markets were experienced during May and June from
short positions in the euro and Japanese yen relative to the U.S.
dollar as the value of the U.S. dollar moved steadily higher
after China downplayed rumors of a move toward a flexible
exchange rate, the rejection of the European Constitution by
French voters, data indicating a slowing in the euro-zone and
Japanese economies, and the ninth consecutive quarter-point
interest rate hike by the U.S. Federal Reserve.  In July, gains
were recorded from long U.S. dollar positions against the <page>
Japanese yen as the value of the U.S. dollar continued to move
higher on news that the U.S. Current-Account deficit had
narrowed.  Finally, in September gains were recorded from long
U.S. dollar positions relative to the Japanese yen and the euro
as the value of the U.S. dollar moved higher amid bolstered
expectations that the U.S. Federal Reserve would most likely
continue to raise interest rates.  In addition, the value of the
euro was pulled lower after the release of lower 2005 and 2006
growth estimates for the European economy and news that Germany?s
incumbent Chancellor, Gerhard Schroeder, refused to concede
defeat to the opposition leader, Angela Merkel, in the days after
the election.  Within the metals markets, gains of approximately
0.5% were experienced during February, June, July, August, and
September from long positions in copper futures as prices trended
higher amid consistent strong demand from China.  Smaller gains
of approximately 0.4% were recorded in the global stock index
futures markets during February from long positions in Pacific
Rim and European equity index futures as 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
prices were also pushed higher when positive economic data
painted a brighter picture of the Far East Region?s economy.
Additional gains were recorded during July and September from
long positions in Japanese and European equity index futures.


For the Three and Nine Months Ended September 30, 2004
<page> The Partnership recorded total trading results including
interest income totaling $(3,963,978) and expenses totaling
$4,760,925, resulting in a net loss of $8,724,903 for the three
months ended September 30, 2004. The Partnership?s net asset
value per Unit decreased from $11.32 at June 30, 2004 to $10.86
at September 30, 2004.

The most significant trading losses of approximately 2.1% were
incurred during July from long positions in European and U.S.
equity index futures as prices reversed lower early in the month
due to the release of disappointing U.S. employment data, surging
energy prices, and government warnings concerning potential
terrorist attacks.  Further losses were recorded from newly
established short positions late in the month as U.S. equity
prices reversed higher due to a better-than-expected consumer
confidence report and the release of strong earnings in Great
Britain, France, and Germany.  During September, losses resulted
from long positions in European equity index futures as rising
energy prices, conflicting economic data, and weak corporate
earnings data pulled prices lower.  Additional losses resulted
from short positions in Nasdaq 100 Index futures in the first
half of the month as prices drifted higher after better-than-
expected earnings.  In the currency markets, losses of
approximately 1.4% were recorded during August from positions in
the euro relative to the U.S. dollar as the value of the euro
experienced short-term volatility due to conflicting economic
<page> data and surging energy prices throughout a majority of
the month.  Additional losses in August were incurred from long
positions in the British pound versus the U.S. dollar as the
value of the pound reversed lower due to speculation that the
Bank of England will not increase interest rates as much as
expected.  Elsewhere in the currency markets, losses were
incurred during September from long positions in the Japanese yen
relative to 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.
Further losses were recorded from short positions in the Swiss
franc against the U.S. dollar as that currency?s ?safe-haven?
status pushed its value higher in reaction to major geopolitical
concerns.  A portion of the Partnership?s overall losses for the
quarter was offset by gains of approximately 1.7% in global
interest rate futures markets, primarily during August, from long
positions in European interest rate futures as global bond prices
trended higher, boosted by a surge in oil prices earlier in the
month, a drop in equity prices, and a mixed economic picture
generated by reports on U.S. retail sales, jobless claims, and
trade deficit.


The Partnership recorded total trading results including interest
income totaling $3,684,768 and expenses totaling $16,070,562,
resulting in a net loss of $12,385,794 for the nine months ended
September 30, 2004.  The Partnership?s net asset value per Unit
<page> decreased from $11.14 at December 31, 2003 to $10.86 at
September 30, 2004.

The most significant trading losses of approximately 4.0% were
incurred in the global stock index markets, primarily during March,
from long European stock index futures positions as equity prices
dropped on terror attacks in Madrid, worse-than-expected German
industrial production, and weak business confidence data.  Further
losses were recorded during July from long positions in European
and U.S. equity index futures as prices reversed lower early in the
month due to the release of disappointing U.S. employment data,
surging energy prices, and government warnings concerning potential
terrorist attacks.  Later in the month, losses were recorded from
newly established short positions as U.S. equity prices reversed
higher due to a better-than-expected consumer confidence report and
the release of strong earnings in Great Britain, France, and
Germany.  During September, losses continued from long positions in
European equity index futures as rising energy prices, conflicting
economic data, and weak corporate earnings data pulled prices
lower.  Further losses were experienced in September from short
positions in Nasdaq 100 Index futures in the first half of the
month as prices drifted higher after better-than-expected earnings.
 A portion of the Partner-ship?s overall losses for the first nine
months of the year was offset by gains of approximately 8.8%
generated in the global interest rate markets, primarily during
February, March, and August, from long positions in European and
U.S. interest rate <page> futures as prices moved higher on
speculation about European and U.S. interest rate policy,
uncertainty in global equity markets, and ?safe-haven? buying
following major geopolitical concerns.  Additional gains of
approximately 1.9% were recorded in the energy markets, primarily
during February, April, and May, from long futures positions in
crude oil and its related products as prices trended higher amid
fears of potential terrorist attacks against Saudi Arabian oil
facilities and disruptions in Iraqi oil production, falling
inventory levels, and uncertainty regarding production levels from
OPEC.  Smaller gains of approximately 1.0% were experienced in the
currency markets during January, February, and September from long
positions in the New Zealand and Canadian dollar versus the U.S.
dollar as the value of these ?commodity currencies? strengthened
due to higher gold prices and interest rate hikes by the Reserve
Bank of New Zealand and the Bank of Canada.  Smaller gains were
recorded from long positions in the British pound versus the U.S.
dollar, primarily during January and February, as the pound
increased sharply versus the U.S. dollar due to U.S. Current-
Account deficits, concerns for potential terrorist attacks, and
looming expectations for a further increase of U.K. interest rates
by the Bank of England.


<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? section and significantly exceed the Value at Risk
(?VaR?) tables disclosed.
<page>
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
constructing a distribution of hypothetical daily changes in the
value of a trading portfolio.  The VaR model takes into account
<page> 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
dealer-based instruments.  They are also not based on exchange
and/or dealer-based maintenance margin requirements.

<page> 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 $358 million and $227 million,
respectively.

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

Currency					(1.89)%			(1.29)%

Equity					(1.55)			(0.52)

Interest Rate				(0.56)  	      	(2.25)

Commodity		  			(0.29)   	      	(0.10)

Aggregate Value at Risk		(3.30)%  		    	(2.27)%

The VaR for a market category represents the one-day downside risk
for the aggregate exposures associated with this market category.
<page> 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.

Primary Market Risk Category	High	Low	Average
Currency	(2.21)%	(1.68)%	(1.99)%
Equity	(2.12)	(1.34)	(1.60)
Interest Rate	(2.86)	(0.56)	(1.45)
Commodity	(1.11)	(0.29)	(0.65)
Aggregate Value at Risk	(3.43)%	(2.55)%	(3.08)%

Limitations on Value at Risk as an Assessment of Market Risk
<page> 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.

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?.

<page> 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.

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 91% 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 <page>
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 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.

<page> 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.

Currency.  The 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.  At September 30, 2005, the
Partnership?s major exposure was 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.

Equity.  The second 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
Partnership are by law limited to futures on broadly-based
indices.  At September 30, 2005, the Partnership?s primary
exposures were to the S&P 500 (U.S.), DAX (Germany), Nikkei 225
<page> (Japan), Euro Stoxx 50 (Europe), NASDAQ 100 (U.S.), Hang
Seng (China), IBEX 35 (Spain), FTSE 100 (United Kingdom), and SPI
200 (Australia) stock indices.  The Partnership is exposed to the
risk of adverse price trends or static markets in the European,
the U.S., Chinese, and Japanese stock indices. Static markets
would not cause major market changes, but would make it difficult
for the Partnership to avoid trendless price movements, resulting
in numerous small losses.

Interest Rate.  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 U.S., European,
Japanese, Australian, and Canadian 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 primary
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.  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 pattern 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 copper and zinc.  Economic forces, supply and demand
inequalities, geopolitical factors, and market expectations
influence price movements in these markets.  The Trading
Advisor utilizes the trading system(s) to take positions
when market opportunities develop, and Demeter anticipates
that the Partnership will continue to do so.

<page> 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,
British pounds, Japanese yen, Hong Kong dollars, Canadian
dollars, Swiss francs, and Australian dollars.  The
Partnership controls the non-trading risk of foreign
currency balances by regularly converting them back into the
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.

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

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


<page> PART II.  OTHER INFORMATION

Item 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		July 29, 2002	    333-85078
Additional Registration	18,000,000.000		February 26, 2003	333-103171
Additional Registration	 34,000,000.000 	  April 28, 2004	      333-113878
   Total Units Registered       55,000,000.000

Units sold through 9/30/05      34,442,428.581
Units unsold through 9/30/05    20,557,571.419

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 $389,290,209.

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.


<page>
Item 6.  EXHIBITS
10.05(a)	Amendment No. 1 to the 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 Campbell 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 CAMPBELL L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)