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, 2006 or

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

Commission File Number 0-50064

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

Large accelerated filer___Accelerated filer____Non-accelerated filer X

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




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

	INDEX TO QUARTERLY REPORT ON FORM 10-Q

	September 30, 2006

<caption>

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

				<c>
		Statements of Financial Condition as of September 30, 2006
 		(Unaudited) and December 31, 2005..........................2

		Statements of Operations for the Three and Nine Months
		Ended September 30, 2006 and 2005 (Unaudited)..............3

		Statements of Changes in Partners? Capital for the
Nine Months Ended September 30, 2006 and 2005 (Unaudited)..4

		Statements of Cash Flows for the Nine Months
		Ended September 30, 2006 and 2005 (Unaudited)..............5

		Notes to Financial Statements (Unaudited)...............6-14

Item 2.	Management?s Discussion and Analysis of
			Financial Condition and Results of Operations.......15-30

Item 3.	Quantitative and Qualitative Disclosures about
			Market Risk.........................................30-44

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


PART II. OTHER INFORMATION

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

Item 2.	Unregistered Sales of Equity Securities and Use of
			Proceeds............................................46-47

Item 5.	Other Information...................................47-48

Item 6.	Exhibits...............................................48

</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,
	          2006         	                2005
	$	    $
	(Unaudited)
ASSETS

	<c>	<c>
Equity in futures interests trading accounts:
	Unrestricted cash	382,334,747	360,451,084
	Restricted cash	    23,481,455	    38,241,731

	    Total cash	   405,816,202	  398,692,815

	Net unrealized gain (loss) on open contracts (MSIL)	       (314,924)	        172,596
	Net unrealized loss on open contracts (MS&Co.)	     (4,535,226)	  (13,123,062)

	     Total net unrealized loss on open contracts	    (4,850,150)     	  (12,950,466)

	     Total Trading Equity	     400,966,052	385,742,349

Interest receivable (Morgan Stanley DW)	        1,699,797	      1,136,822
Net option premiums	(58,271)	?
Subscriptions receivable	           ?                	    13,754,739

	     Total Assets	   402,607,578	  400,633,910
LIABILITIES AND PARTNERS? CAPITAL

Liabilities

Redemptions payable	         5,251,772	     4,715,179
Accrued brokerage fees (Morgan Stanley DW)	2,062,576	1,979,943
Accrued management fees	         910,971	       874,475

	     Total Liabilities	     8,225,319	    7,569,597

Partners? Capital

Limited Partners (32,833,113.448 and
	  30,609,700.729 Units, respectively)	390,118,241	388,854,021
General Partner (358,868.055 and
	  331,424.599 Units, respectively)	     4,264,018	      4,210,292

	     Total Partners? Capital	  394,382,259	  393,064,313

	     Total Liabilities and Partners? Capital	  402,607,578	  400,633,910
NET ASSET VALUE PER UNIT	             11.88	            12.70
<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,


                           2006   	        2005    	       2006   	    2005
                          $	            $	          $ 	 $

	<c>	<c>			<c>			<c>
INVESTMENT INCOME
	Interest income (Morgan Stanley DW)	    5,416,491		    2,646,444 		    14,661,871	       6,243,197

EXPENSES
	Brokerage fees (Morgan Stanley DW)	6,290,154	5,218,288	18,888,730	14,420,153
	Management fees	      2,778,150   	    2,304,743	        8,342,521	   6,206,334

		   Total Expenses 	   9,068,304	     7,523,031	   27,231,251	   20,626,487

NET INVESTMENT LOSS 	   (3,651,813)	   (4,876,587)	   (12,569,380)	  (14,383,290)

TRADING RESULTS
Trading profit (loss):
	Realized	(8,447,416) 	6,486,778	(24,711,423)	19,160,706
	Net change in unrealized	   (5,141,416)	   (4,961,090) 	     8,100,316	    17,386,026

	           Total Trading Results	 (13,588,832)	     1,525,688	   (16,611,107)	 36,546,732

NET INCOME (LOSS)	  (17,240,645)	  (3,350,899)		(29,180,487)	 22,163,442

NET INCOME (LOSS) ALLOCATION

	Limited Partners	(17,057,488)	  (3,310,154)	(28,874,213)	21,928,514
	General Partner 	(183,157)	(40,745)	(306,274)	234,928


NET INCOME (LOSS) PER UNIT

	Limited Partners                                                       (0.51)	                     (0.12)	 (0.82)	0.76
	General Partner	 (0.51)	                     (0.12)	 (0.82)	0.76



<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, 2006 and 2005
	(Unaudited)

<caption>



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


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





Partners? Capital,
   December 31, 2005	30,941,125.328	388,854,021	4,210,292	393,064,313

Offering of Units	6,727,952.165	86,512,830	360,000	86,872,830

Net Loss                             	                             ?                   (28,874,213)		(306,274)	(29,180,487)

Redemptions	  (4,477,095.990)	        (56,374,397)	         ?      	  (56,374,397)

Partners? Capital,
September 30, 2006	  33,191,981.503	390,118,241	 4,264,018	 394,382,259







<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,

                         2006                         2005
	              $	         $


CASH FLOWS FROM OPERATING ACTIVITIES

			<c>	<c>

Net income (loss)	(29,180,487)	22,163,442
Noncash item included net income (loss):
     	Net change in unrealized	(8,100,316)	(17,386,026)

(Increase) decrease in operating assets:
	Restricted cash	14,760,276	5,378,382
     	Interest receivable (Morgan Stanley DW)	(562,975)	(481,343)
	Net option premiums	58,271	          ?

Increase in operating liabilities:
Accrued brokerage fees (Morgan Stanley DW)	           82,633	         344,692
Accrued management fees	           36,496	         176,486

Net cash provided by (used for) operating activities	   (22,906,102)	   10,195,633


CASH FLOWS FROM FINANCING ACTIVITIES

Cash received from offering of Units	100,627,569	110,337,416
Cash paid for redemptions of Units	   (55,837,804)	   (40,396,760)

Net cash provided by financing activities	    44,789,765	    69,940,656

Net increase in unrestricted cash	21,883,663    	80,136,289

Unrestricted cash at beginning of period	   360,451,084	    239,516,085

Unrestricted cash at end of period	   382,334,747	   319,652,374



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

1.  Organization
Morgan Stanley Charter Campbell L.P. is a Delaware limited
partnership organized in 2002 to engage primarily in the
speculative trading of futures contracts, options on futures and
forward 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,


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

which effective as of May 1, 2006, no longer accepts any
subscriptions and exchanges of units of limited partnership
interest (?Unit(s)?) from any other Charter Series of Fund for
Units of the Partnership, Morgan Stanley Charter Graham L.P.,
Morgan Stanley Charter WCM L.P. (formerly known as Morgan Stanley
Charter Millburn L.P.), and Morgan Stanley Charter Aspect L.P.
(formerly known as Morgan Stanley Charter MSFCM L.P.).

Morgan Stanley Charter WCM L.P. and Morgan Stanley Charter Aspect
L.P. did not accept any subscriptions for investment or exchanges
from other Charter Series of Funds for the September 30, 2006 and
October 31, 2006 month-end closings.

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?).  Morgan Stanley
Capital Group Inc. (?MSCG?) acts as the counterparty on all
options on foreign currency forward contracts for the Partnership.
Demeter, Morgan Stanley DW, MS & Co., MSIL, and MSCG are wholly-
owned subsidiaries of Morgan Stanley. Campbell & Company, Inc.
(?Campbell? or the ?Trading Advisor?) is the trading advisor to
the Partnership.


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


Effective May 1, 2006, Campbell is no longer accepting any
additional funds for management from the Partnership.  As a result,
effective May 1, 2006, Demeter no longer accepts any subscriptions
for Units in the Partnership or any exchanges from other Morgan
Stanley Charter Series of funds for Units of the Partnership.

While no subscriptions or exchanges for Units of the Partnership
were accepted after the April 30th month-end closing, Demeter will
continue to operate the Partnership and Campbell will
continue to trade the Partnership?s assets in accordance with the
terms of the Management Agreement by and among the Partnership,
Demeter, and Campbell.  Limited partners of the Partnership
will continue to be able to redeem their Units of the Partnership
and exchange their Units of the Partnership for Units in other
Morgan Stanley Charter Series of funds at any month-end closing.

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.


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


In addition, Morgan Stanley DW pays the Partnership 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.


3.  Financial Instruments
The Partnership trades futures contracts, options on futures and
forward 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
contract could not have been liquidated on such day due to the
operation of daily limits or other rules of the exchange, the
settlement price shall be the settlement price on the first

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

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

The Partnership?s contracts are accounted for on a trade-date basis
and marked to market on a daily basis.  The Partnership accounts
for its derivative investments in accordance with the
provisions of Statement of Financial 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.


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



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


The net unrealized gains (losses) on open contracts, reported as a
component of ?Equity in futures interests trading accounts? on
the Statements of Financial Condition, and their longest contract
maturities were as follows:

	  Net Unrealized Gains/(Losses)
	on Open Contracts 	Longest Maturities
	  Exchange-	Off-Exchange-		  Exchange-	  Off-
Exchange-
Date	 Traded  	   Traded   	  Total	  Traded 	   Traded
	 $	$	  $

Sep. 30, 2006	(5,983,202)	1,133,052	     (4,850,150)	Jun. 2007	Dec. 2006
Dec. 31, 2005	(2,025,735)	(10,924,731)	(12,950,466)	Sep. 2006	Mar. 2006

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

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

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

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 $399,833,000
and $396,667,080 at September 30, 2006 and December 31, 2005,
respectively. With respect to the Partnership?s off-exchange-traded
forward currency contracts, there are no daily exchange-required
settlements of variation in value, nor is there any requirement
that an amount equal to the net unrealized gains (losses) on open
forward contracts be segregated.  However, the Partnership is
required to meet margin requirements equal to the net unrealized
loss on open contracts in the Partnership accounts with the
counterparty, which is accomplished by daily maintenance of the
cash balance in a custody account held at Morgan Stanley DW for the
benefit of MS & Co.  With respect to those off-exchange-traded
forward currency contracts, the Partnership is at risk to the
ability of MS & Co., the sole counterparty on all such contracts,
to perform.  The Partnership has a netting agreement


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

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.

4.  New Accounting Developments
In July 2006, the FASB issued FASB Interpretation No. 48,
?Accounting for Uncertainty in Income Taxes, an interpretation of
FASB Statement No. 109? (?FIN 48?). FIN 48 clarifies the
accounting for uncertainty in income taxes recognized in a
company?s financial statements and prescribes a recognition
threshold and measurement attribute for the financial statement
recognition and measurement of a tax position taken or expected to
be taken in an income tax return. FIN 48 also provides guidance on
derecognition, classification, interest and penalties, accounting
in interim periods, disclosure and transition. FIN 48 is effective
for the Partnership as of January 1, 2007. The Partnership is cur-
rently evaluating the potential impact of adopting FIN 48.

In September 2006, the FASB issued SFAS No. 157, ?Fair Value
Measurements? (?SFAS No. 157?). SFAS No. 157 defines fair value,
establishes a framework for measuring fair value and expands


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

disclosures about fair value measurements. SFAS No. 157 is
effective for the Partnership as of January 1, 2008 . The Part-
nership is currently evaluating the potential impact of adopting
SFAS No. 157.






<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 trading.
These market conditions could prevent the Partnership from promptly
<page> 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 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  outflows of Units.  Effective May 1, 2006, Demeter no
longer accepts any subscriptions for Units in the Partnership or
<page> any exchanges from other Morgan Stanley Charter Series of
funds for Units of the Partnership.

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,
2006 and 2005, and a general discussion of its trading activities
during each period.  It is important to note, however, that the
Trading Advisor trades in various markets at different times and
that prior activity in a particular market does not mean that such
market will be actively traded by the Trading Advisor or will be
profitable in the future. Consequently, the results of operations
of the Partnership are difficult to discuss other than in the
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 14 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 critical
<page> accounting policies other than those presently used could
reasonably affect reported amounts.

For the Three and Nine Months Ended September 30, 2006
The Partnership recorded total trading results including interest
income totaling $(8,172,341) and expenses totaling $9,068,304,
resulting in a net loss of $17,240,645 for the three months
ended September 30, 2006. The Partnership?s net asset value per
Unit decreased from $12.39 at June 30, 2006 to $11.88 at
September 30, 2006.

The most significant trading losses of approximately 5.5% were
recorded in the energy futures markets, primarily during August
and September, from long futures positions in crude oil and its
related products as prices reversed lower after remarks by U.S.
Department of Energy Secretary Samuel Bodman suggested there were
adequate supplies to make up for the loss of output due to
British Petroleum's recent pipeline shutdown in Alaska.
Additionally, prices were pressured lower after reports of a
terrorist plot to attack U.S.-bound flights from the United
Kingdom increased concerns that demand for oil might weaken as
consumers might cut back on airline travel plans over safety
concerns.  Prices continued to move lower towards the latter half
of August and into September after news of an official cease-fire
between Israel and Hezbollah militants in Lebanon and as OPEC
reduced its 2006 oil demand growth forecast. Additional losses of
approximately 0.7% were incurred within the global interest rate
<page> sector during July from short positions in German and
Canadian fixed-income futures as prices reversed higher on
significant geopolitical concerns after North Korea conducted
long-range missile tests, terrorist bombings aboard commuter
trains in Bombay, India, and fears of an escalating conflict in
the Middle East.  In addition, prices were boosted by U.S.
Federal Reserve Chairman Ben Bernanke?s testimony before
Congress, which eased fears of accelerating inflation and
suggested that interest rate increases would possibly come to a
pause at the August U.S. Federal Reserve meeting.  German and
Canadian fixed-income futures were also pressured higher on news
that the European Central Bank and the Bank of Canada kept
interest rates unchanged. Further losses were recorded in
September from short positions in German fixed-income futures as
prices reversed higher at the end of the month after economic
reports showed German investor sentiment slid to a seven-year
low, thereby diminishing speculation that the European Central
Bank would raise interest rates in the near-future. A portion of
the Partnership?s overall losses for the quarter was offset by
gains of approximately 1.5% in the currency markets, primarily
during August and September, from short positions in the Japanese
yen and Swiss franc versus the U.S. dollar. During August, the
value of the Japanese yen moved lower amid lower-than-expected
inflation data, while the value of the Swiss franc fell on
diminished expectations for an interest rate hike by the Swiss
National Bank. During September, short positions in the Canadian
dollar, as well as the Japanese yen and Swiss franc, versus the
<page> U.S. dollar experienced gains as the U.S. dollar
strengthened to six-week highs after revisions to U.S. quarterly
productivity data showed unit labor costs rose last year at the
fastest pace since 1990, the U.S. consumer confidence index
rebounded in September from a nine-month low in August and core
consumer price inflation increased at its fastest pace in 11-
years. Additionally, the Japanese yen weakened after Japan
reported a larger-than-expected drop in machinery orders and
consumer confidence for the month of August, while the value of
the Swiss franc fell after the Swiss National Bank cut its future
inflation forecasts, thereby reducing the likelihood of future
interest rate hikes. In the global stock index sector, gains of
approximately 1.4% were recorded, primarily during September,
from long positions in European equity index futures as prices
increased amid falling oil prices. Additionally, Spanish equity
index futures prices moved significantly higher on merger and
acquisition activity in the utility sector, while German equity
index futures rose after the European Central Bank decided to
leave interest rates unchanged. Elsewhere in the global stock
index sector, gains were experienced during July and August from
long positions in Hong Kong equity index futures as prices
increased on an optimistic economic outlook for the region after
Gross Domestic Product in China surged to 10.9% in the first six
months of this year.


The Partnership recorded total trading results including interest
income totaling $(1,949,236) and expenses totaling $27,231,251,
<page> resulting in a net loss of $29,180,487 for the nine months
ended September 30, 2006. The Partnership?s net asset value per
Unit decreased from $12.70 at December 31, 2005 to $11.88 at
September 30, 2006.

The most significant trading losses of approximately 5.4% were
recorded in the currency markets. During the first quarter,
losses were recorded from short positions in the U.S. dollar
against the British pound as the value of the U.S. dollar moved
higher amid expectations that the U.S. Federal Reserve would
continue lifting U.S. interest rates to combat inflation.  Long
positions in the U.S. dollar during April recorded losses as the
value of the U.S. dollar declined against many of its major
rivals, notably the Swiss franc and Canadian dollar.  This
reversal lower in the value of the U.S. dollar was attributed to
news that foreign central banks would diversify their currency
reserves away from the U.S. dollar.  The U.S. dollar also
weakened on worries regarding the U.S. trade deficit and
speculation that the U.S. Federal Reserve might be near the end
of its cycle in interest rate increases.  During May and June,
long positions in the Australian dollar versus the U.S. dollar
incurred losses as the U.S. dollar reversed higher against most
of its rivals after hawkish comments from several U.S. Federal
Reserve officials, including U.S. Federal Reserve Chairman Ben
Bernanke, implied another interest rate hike was necessary to
help contain rising inflation.  The value of the U.S. dollar
continued to move higher leading up to the 17th consecutive
<page> interest rate hike by the U.S. Federal Reserve on June
29th.  In addition, the value of the U.S. dollar strengthened on
news that positive steps were taken regarding the nuclear
standoff between Iran and the U.S. Long positions in the euro
versus the U.S. dollar recorded losses during July and September
as the value of the euro moved lower after the European Central
Bank decided to keep interest rates unchanged, while the U.S.
dollar strengthened after revisions to U.S. quarterly
productivity data showed unit labor costs rose last year at the
fastest pace since 1990. Additional losses of approximately 4.5%
were incurred in the energy futures markets, primarily during
August and September, from long futures positions in crude oil
and its related products as prices reversed lower after remarks
by U.S. Department of Energy Secretary Samuel Bodman suggested
there were adequate supplies to make up for the loss of output
due to British Petroleum's recent pipeline shutdown in Alaska.
Additionally, prices were pressured lower after reports of a
terrorist plot to attack U.S.-bound flights from the United
Kingdom increased concerns that demand for oil might weaken as
consumers might cut back on airline travel plans over safety
concerns.  Prices continued to move lower towards the latter half
of August and into September after news of an official cease-fire
between Israel and Hezbollah militants in Lebanon and as OPEC
reduced its 2006 oil demand growth forecast. A portion of the
Partnership?s losses for the first nine months of 2006 was offset
by gains experienced in the stock index sector primarily during
the first quarter of 2006 from long positions in U.S. and <page>
European stock index futures as global equity prices trended
higher on strong corporate earnings and solid economic data.
Also supporting the move higher in European equity index futures
prices was news that German business sentiment in February rose
to its highest level since October 1991. During September,
additional gains were recorded from long positions in European
equity index futures as prices increased amid falling oil prices.
Additionally, Spanish equity index futures prices moved
significantly higher on merger and acquisition activity in the
utility sector, while German equity index futures rose after the
European Central Bank decided to leave interest rates unchanged.
Within the metals sector, additional gains of approximately 2.2%
were recorded, primarily during March, April and May, from long
futures positions in copper and zinc as prices advanced on a
strong U.S. manufacturing survey from the Institute of Supply
Management, news that China?s pace of industrial production
remained strong, and increasing demand from the U.S., China, and
India. Smaller gains of approximately 1.8% were experienced in
the global interest rate sector from short positions in U.S.
interest rate futures, primarily during the second quarter, as
prices trended lower amid strength in the global equity markets
and general sentiment that the U.S. Federal Reserve would keep
lifting interest rates in order to stave off inflation.








<page> 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
pound weakened after news that the British economy experienced
the slowest growth in twelve years during the second quarter of
2005 and expectations for further interest rate cuts by the Bank
<page> 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 of 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 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
<page> 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.

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
<page> 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
sought the safe-haven of fixed-income investments due to
speculation that certain hedge funds might 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
<page> 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 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
<page> 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.


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
<page> 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
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.
<page> 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
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
<page> 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
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
<page> uses approximately four years of daily market data (1,000
observations) and re-values its portfolio (using delta-gamma
approximations) for each of the historical market moves that
occurred over this time period.  This generates a probability
distribution of daily ?simulated profit and loss? outcomes.  The
VaR is the appropriate percentile of this distribution.  For
example, the 99% one-day VaR would represent the 10th worst
outcome from Demeter?s simulated profit and loss series.

The Partnership?s VaR computations are based on the risk
representation of the underlying benchmark for each instrument or
contract and do not distinguish between exchange and non-exchange
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.




<page>
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, 2006 and 2005.
At September 30, 2006 and 2005, the Partnership?s total
capitalization was approximately $394 million and $358 million,
respectively.

Primary Market          September 30, 2006    September 30, 2005
Risk Category	  	       Value at Risk        Value at Risk

Equity					(1.39)%	   	    	(1.55)%

Currency					(1.30)			(1.89)

Interest Rate				(0.28) 			(0.56)

Commodity		  			(0.73)   	      	(0.29)

Aggregate Value at Risk		(2.33)%  		    	(3.30)%

The VaR for a market category represents the one-day downside risk
for the aggregate exposures associated with this market category.
In the quarter-end reporting periods prior to September 30, 2005,
the VaR for the primary market risk category of currency listed
above did not include the one-day downside risk for the exposure
associated with options on foreign currency forward trades.
Demeter did not believe the omission of such market risk exposure
materially misrepresented the VaR for the primary risk category of
currency and the Aggregate Value at Risk listed above.  Aggregate
Value at Risk listed above represents the VaR of the Partnership?s
open positions across all the market categories, and is less than
<page> 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 October 1, 2005 through September 30, 2006.

Primary Market Risk Category	High	Low	Average
Equity	(1.39)%	(0.14)%	(0.83)%
Currency	(1.84)	(0.86)	(1.38)
Interest Rate	(1.19)	(0.28)	(0.71)
Commodity	(1.52)	(0.52)	(0.84)
Aggregate Value at Risk	(3.30)%	(1.36)%	(2.38)%

In the quarter-end reporting periods prior to September 30, 2005,
the VaR for the primary market risk category of currency listed
above did not include the one-day downside risk for the exposure
associated with options on foreign currency forward trades.
Demeter did not believe the omission of such market risk exposure
<page> materially misrepresented the VaR for the primary risk
category of currency and the Aggregate Value at Risk listed above.

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 September 30, 2005, and for the four quarter-end
reporting periods from October 1, 2005 through September 30, 2006.
 VaR is not necessarily representative of the Partnership?s
historic risk, nor should it be used to predict the Partnership?s
future financial performance or its ability to manage or monitor
risk.  There can be no assurance that the Partnership?s actual
losses on a particular day will not exceed the VaR amounts
indicated above or that such losses will not occur more than once
in 100 trading days.

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

The Partnership also maintains a substantial portion of its
available assets in cash at Morgan Stanley DW; as of September
30, 2006, such amount is equal to approximately 97% of the
Partnership?s net asset value.  A decline in short-term interest
rates would result in a decline in the Partnership?s cash <page>
management income. This cash flow risk is not considered to be
material.

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

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

The following were the primary trading risk exposures of the
Partnership at September 30, 2006, by market sector.  It may be
anticipated, however, that these market exposures will vary
materially over time.

Equity.  The largest exposure of the Partnership at September 30,
2006 was to the global stock index sector, which was 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, 2006, the Partnership?s primary exposures were to the DAX
(Germany), S&P 500 (U.S.), Euro Stoxx 50 (Europe), Nikkei 225
(Japan), FTSE 100 (United Kingdom), CAC 40 (France), IBEX 35
(Spain), Hang Seng (China), TAIWAN (Taiwan), NASDAQ 100 (U.S.),
and SPI-200 (Australia) stock indices.  The Partnership is
exposed to the risk of adverse price trends or static markets in
the European, 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.

<page> Currency.  The second largest market exposure of the
Partnership at September 30, 2006 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, 2006, 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.

Interest Rate.  At September 30, 2006, the Partnership had
exposure to the global interest rate sector.  Exposure was
primarily spread across the European, U.S., 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.
<page> 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 short, medium, or long-term
interest rates may have an effect on the Partnership.

Commodity.
Energy.  The third largest exposure of the Partnership at
September 30, 2006, was to the energy sector.  The
Partnership?s energy exposure was primarily to futures
contracts in crude oil and its related products, and natural
gas.  Price movements in these markets result from
geopolitical developments, particularly in the Middle East,
as well as weather patterns and other economic fundamentals.
Significant profits and losses, which have been experienced
in the past, are expected to continue to be experienced in
the future.  Natural gas has exhibited volatility in prices
resulting from weather pattern and supply and demand factors
and will likely continue in this choppy pattern.

Metals.	At September 30, 2006, the Partnership had market
exposure in the metals sector.  The Partnership's metals
exposure was to fluctuations in the price of base metals,
such as copper and zinc and precious metals, such as gold.
Economic forces, supply and demand inequalities,
geopolitical factors, and market expectations influence
<page> 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.

Qualitative Disclosures Regarding Non-Trading Risk Exposure
The following was the only non-trading risk exposure of the
Partnership at September 30, 2006:

Foreign Currency Balances. The Partnership?s primary foreign
currency balances at September 30, 2006 were in Japanese
yen, euros, Hong Kong dollars, Canadian dollars, Australian
dollars, Swiss francs, and British pounds.  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 <page>
committed to positions in any one market sector or market-sensitive
instrument.

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

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

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


<page> PART II.  OTHER INFORMATION

Item 1A. RISK FACTORS
New investors and current limited partners of a Morgan Stanley
Charter Series of funds are advised that effective May 1, 2006,
Demeter no longer accepts any subscriptions for investments in the
Partnership or any exchanges from other Morgan Stanley Charter
Series of funds for Units of the Partnership.  Current limited
partners of the Partnership will continue to be able to redeem
Units of the Partnership and exchange Units of the Partnership for
Units in other Morgan Stanley Charter Series of funds at any month-
end closing.

Information regarding risk factors appears in Item 2.
?Management?s Discussion and Analysis of Financial Condition and
Results of Operations? and Item 3. ?Quantitative and Qualitative
Disclosures about Market Risk? of this Form 10-Q.  There have been
no other material changes from the risk factors previously
referenced in the Partnership?s Report on Form 10-K for the fiscal
year ended December 31, 2005 and the Partnership?s Reports on Form
10-Q for the quarters ended March 31, 2006 and June 30, 2006.













<page>
Item 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
	    PROCEEDS

											    SEC
Registration Statement on Form S-1  Units Registered   Effective Date
File Number

Initial Registration	3,000,000.000		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 9/30/06      44,531,994.098
Units unsold through 9/30/06  __10,468,005.902

The managing underwriter for the Partnership is Morgan Stanley
DW.

Units were continuously sold at monthly closings through April
30, 2006, 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.

Effective May 1, 2006, Campbell no longer accepts any additional
funds for management from the Partnership.  As a result,
effective May 1, 2006, Demeter no longer accepts any
subscriptions for Units in the Partnership or any exchanges from
other Morgan Stanley Charter Series of funds for Units of the
Partnership.

<page> The aggregate price of the Units sold through September
30, 2006 was $521,073,062.

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

Management.  On September 22, 2006, the following individual was
elected as a Director of Demeter.  Jacques Chappuis, age 37, is a
Director of Demeter, and will be a principal of Demeter, pending
approval by and registration with the National Futures
Association.  Mr. Chappuis is a Managing Director of Morgan
Stanley and Head of Alternative Investments for the Global Wealth
Management Group.  Prior to joining Morgan Stanley in 2006, Mr.
Chappuis was Head of Alternative Investments for Citigroup?s
Global Wealth Management Group and prior to that a Managing
Director at Citigroup Alternative Investments.  Before joining
Citigroup, Mr. Chappuis was a consultant at the Boston Consulting
Group, where he focused on the financial services sector, and a
corporate finance Associate at Bankers Trust Company.  Mr.
Chappuis received a B.A. degree in finance from Tulane University
in 1991 and an MBA in finance, with honors, from the Columbia
University Graduate School of Business in 1998.
<page>
On November 6, 2006, Mr. Kevin Perry resigned his position as
Chief Financial Officer of Demeter effective November 7, 2006.

On November 7, 2006, the Board of Directors of Demeter appointed
Mr. Lee Horwitz as the Chief Financial Officer of Demeter.  Lee
Horwitz, age 55, is the Chief Financial Officer of Demeter, and
will be a principal of Demeter, pending approval by and
registration with the National Futures Association.  Mr. Horwitz
currently serves as an Executive Director and Controller within
the Global Wealth Management Group at Morgan Stanley.  Mr.
Horwitz joined Morgan Stanley in March 1984 and has held a
variety of positions throughout Morgan Stanley?s organization
during his tenure.  Mr. Horwitz received a B.A. degree from
Queens College and an MBA from Rutgers University.  Mr. Horwitz
is a Certified Public Accountant.

Item 6.  EXHIBITS
31.01	Certification of President of Demeter Management
Corporation, the general partner of the Partnership,
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.02	Certification of Chief Financial Officer of Demeter
Management Corporation, the general partner of the
Partnership, pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
32.01	Certification of President of Demeter Management
Corporation, the general partner of the Partnership,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.

<page>
32.02	Certification of Chief Financial Officer of Demeter
Management Corporation, the general partner of the
Partnership, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.







<page>



SIGNATURE



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




                     Morgan Stanley Charter Campbell L.P.
                     (Registrant)

                     By: Demeter Management Corporation
                         (General Partner)

November 14, 2006    By:/s/ Lee Horwitz
  	    Lee Horwitz
                            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.











? 6 ?


MORGAN STANLEY CHARTER CAMPBELL L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)







- 49 -