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

	FORM 10-Q


[X]	Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended June 30, 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

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

	INDEX TO QUARTERLY REPORT ON FORM 10-Q

	June 30, 2005

<caption>



PART I. FINANCIAL INFORMATION

				<c>
Item 1. Financial Statements

		Statements of Financial Condition as of June 30, 2005
 		(Unaudited) and December 31, 2004..........................2

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

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

		Statements of Cash Flows for the Six Months
		Ended June 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.......13-25

Item 3.	Quantitative and Qualitative Disclosures about
			Market Risk.........................................26-38

Item 4.	Controls and Procedures.............................38-39


PART II. OTHER INFORMATION

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

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

Item 6.	Exhibits............................................41-43
</table>


<page> <table> PART I.  FINANCIAL INFORMATION


Item 1.  Financial Statements

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

	<c>	<c>
Equity in futures interests trading accounts:
	Cash	321,126,666	267,002,332

	Net unrealized gain (loss) on open contracts (MS&Co.)	21,189,144	(905,509)
	Net unrealized gain (loss) on open contracts (MSIL)	       160,750	         (91,713)

	     Total net unrealized gain (loss) on open contracts	      21,349,894	       (997,222)

	     Total Trading Equity	342,476,560	266,005,110

Subscriptions receivable	8,681,720	14,332,785
Interest receivable (Morgan Stanley DW)	       721,200	         437,260

	     Total Assets	 351,879,480	  280,775,155

LIABILITIES AND PARTNERS? CAPITAL

Liabilities

Redemptions payable	6,067,742	3,320,046
Accrued brokerage fees (Morgan Stanley DW)	1,666,565	1,372,469
Accrued management fees	       706,624	       581,926

	     Total Liabilities	    8,440,931	    5,274,441

Partners? Capital

Limited Partners (27,260,974.422 and
	  23,535,882.766 Units, respectively)	339,761,138	272,588,976
General Partner (295,059.655 and
	  251,405.283 Units, respectively)	      3,677,411	     2,911,738

	     Total Partners? Capital	  343,438,549	  275,500,714

	     Total Liabilities and Partners? Capital	  351,879,480	  280,775,155


NET ASSET VALUE PER UNIT	             12.46	            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 Six
Months
  	      Ended June 30,      	                            Ended June 30,


                   2005   	        2004    	       2005   	    2004
                                                                                    $	               $		          $	 	 $

	<c>	<c>		<c>	   <c>
INVESTMENT INCOME
	Interest income (Morgan Stanley DW)	   2,061,692		    408,417 		  3,596,753
689,060

EXPENSES
	Brokerage fees (Morgan Stanley DW)	4,817,447	2,906,100	9,201,865	4,946,614
	Management fees	     2,042,597 	    1,232,187	  3,901,591	   2,097,364
	Incentive fee	          ?         	          ?            	           ?       	    4,265,659

		   Total Expenses 	     6,860,044	   4,138,287	   13,103,456	   11,309,637

NET INVESTMENT LOSS 	  (4,798,352)	   (3,729,870)	  (9,506,703)	 (10,620,577)

TRADING RESULTS
Trading profit (loss):
	Realized	21,692,541 	(9,538,941)	12,673,928	16,696,534
	Net change in unrealized	   18,957,192	   (7,735,358) 	   22,347,116	    (9,736,848)

	           Total Trading Results	   40,649,733	  (17,274,299)	   35,021,044	  6,959,686

NET INCOME (LOSS)	   35,851,381	  (21,004,169)		   25,514,341	 (3,660,891)

NET INCOME (LOSS) ALLOCATION

	Limited Partners	35,464,824	  (20,772,181)	25,238,668	(3,620,231)
	General Partner 	386,557	(231,988)	275,673	(40,660)


NET INCOME (LOSS) PER UNIT

	Limited Partners                                                  	1.31                    (1.41)	0.88 		0.18
	General Partner                                                   	1.31                    (1.41)	 	0.88	0.18


<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 Six Months Ended June 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	8,513,077.866	100,780,929	1,080,000	101,860,929

Net Loss                                                               ?                 	(3,620,231)	(40,660)	(3,660,891)

Redemptions	    (321,815.772)	 (3,801,671)	         ?    	  (3,801,671)

Partners? Capital,
June 30, 2004	  18,181,130.887	 203,457,188	 2,269,377	 205,726,565




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

Offering of Units	5,943,749.314	67,292,828	490,000	67,782,828

Net Income                                                               ?                 	25,238,668	275,673	25,514,341

Redemptions	  (2,175,003.286)	 (25,359,334)	         ?    	  (25,359,334)

Partners? Capital,
   June 30, 2005	  27,556,034.077	339,761,138	3,677,411	 343,438,549



<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 Six Months Ended June 30,

                                                   2005                         2004
	              $	         $


	<c>	<c>
CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)	25,514,341	(3,660,891)
Noncash item included in net income (loss):
     Net change in unrealized	(22,347,116)	9,736,848

Increase in operating assets:
     Interest receivable (Morgan Stanley DW)	(283,940)	(81,261)

Increase (decrease) in operating liabilities:
	Accrued brokerage fees (Morgan Stanley DW)	294,096	531,025
    	Accrued management fees	124,698		225,156
	Accrued incentive fee	             ?    	                (9,503)

Net cash provided by operating activities	   3,302,079   	    6,741,374


CASH FLOWS FROM FINANCING ACTIVITIES

Cash received from offering of Units	73,433,893	  97,356,617

Cash paid from redemptions of Units	  (22,611,638)	   (3,660,010)

Net cash provided by financing activities	  50,822,255	   93,696,607

Net increase in cash	54,124,334	    100,437,981

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

Balance at end of period	  321,126,666 	   198,266,352



<fn>







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




<page> MORGAN STANLEY CHARTER CAMPBELL L.P.
NOTES TO FINANCIAL STATEMENTS
June 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, will be 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
	$	$	$

Jun. 30, 2005	9,759,628	11,590,266	21,349,894	Mar. 2006	Sep. 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 $330,886,294
and $270,748,488 at June 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 six month periods ended June 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 behalf of the
Partnership during the period in question.  Past performance is no
guarantee of future results.
<page>
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 critical
accounting policies other than those presently used could
reasonably affect reported amounts.
<page>
For the Three and Six Months Ended June 30, 2005
The Partnership recorded total trading results including interest
income totaling $42,711,425 and expenses totaling $6,860,044,
resulting in net income of $35,851,381 for the three months ended
June 30, 2005.  The Partnership?s net asset value per Unit
increased from $11.15 at March 31, 2005 to $12.46 at June 30,
2005.

The most significant trading gains of approximately 8.4% were
recorded in the global interest rate futures markets during April
from long positions in Japanese interest rate futures as prices
increased due to weak economic data and geopolitical concerns
over an intensifying rift between China and Japan.  Additional
gains were recorded from long positions in European bond futures
as prices increased amid a steady stream of weak economic data
from the major countries of the European Union.  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 several hedge funds may have experienced
significant losses.  Prices then continued to strengthen after
European Central Bank representatives publicly rejected calls for
increases in European interest rates and after French voters
rejected the European Union constitution.  In June, gains were
recorded from long positions in European and Japanese interest
<page> 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
from Japan. Later in the month, long positions in European
interest rate futures experienced further gains as prices
continued to move higher after the Swedish Central Bank made a
sharper cut in interest rates than had been expected.  In the
currency markets, gains of approximately 7.9% were recorded
during May and June from short positions in the euro, Swiss
franc, 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 Union 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.  A portion of the Partnership?s overall
gains for the quarter was offset by losses of approximately 2.6%
in the global stock index futures markets primarily during April
from long positions in U.S., Japanese, and European stock index
futures as prices declined sharply towards the beginning of the
month on concerns for economic growth.  Consistently weak
economic data out of Japan, Germany, and France, as well as
weaker-than-expected U.S. Gross Domestic Product data, resulted
in prices continuing their decline throughout the second half of
the month, resulting in additional losses from long positions.
Further losses in the global stock index futures markets were
experienced in June from short positions in U.S. equity index
<page> futures early in the month as prices increased on optimism
regarding the future of the U.S. economy.  Newly established long
positions in U.S. equity index futures then resulted in
additional losses as prices declined towards the end of the month
on investor worries regarding high oil prices.  Within the energy
markets, losses of approximately 0.3% were recorded during April
from long positions in crude oil as prices reversed sharply lower
after U.S. government data pointed to greater production activity
by refiners and rising supplies.  Prices were also pressured
lower by the release of slower demand growth forecasts by the
International Energy Agency.

The Partnership recorded total trading results including interest
income totaling $38,617,797 and expenses totaling $13,103,456,
resulting in net income of $25,514,341 for the six months ended
June 30, 2005.  The Partnership?s net asset value per Unit
increased from $11.58 at December 31, 2004 to $12.46 at June 30,
2005.

The most significant trading gains of approximately 8.9% were
recorded in the global interest rate futures markets during
January from long positions in European and Japanese bond futures
as prices moved higher due to conflicting economic data out of
the European Union and Japan and uncertainty in the equity
markets.  Further gains were recorded in March and April from
long positions in European and Japanese interest rate futures as
prices strengthened due to weakness in the equity markets,
<page> volatility in the energy markets, geopolitical concerns
over an intensifying rift between China and Japan, and weaker-
than-expected U.S. Gross Domestic Product data.  During May,
further gains were recorded from long positions in European
interest rate futures as prices increased early in the month as
investors sought the safe-haven of fixed-income investments due
to speculation that certain hedge funds may have experienced
significant losses.  Prices then continued to strengthen after
European Central Bank representatives publicly rejected calls for
increases in European interest rates and French voters rejected
the European Union 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 further 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
4.1% 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.  Further gains in
the currency markets were experienced during May and June from
short positions in the euro, Swiss franc, 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
<page> flexible exchange rate, the rejection of the European
Union 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.
Smaller gains of approximately 1.5% were recorded in the energy
markets from long positions in gas oil, crude oil, and heating
oil 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 by the Energy Information Administration.  A
portion of the Partnership?s gains for the first six months was
offset by losses of approximately 3.7%  in the global stock index
futures markets during January from long positions in U.S. equity
index futures as prices finished the month lower amid weak
consumer confidence data, concerns regarding U.S. interest rate
policy, and the potential for corporate profit growth to slow
down.  Further losses were experienced during March from long
positions in U.S. equity index futures after prices moved lower
early in the month amid concerns about the growing U.S. trade
deficit, a weaker U.S. dollar, inflation fears, and a surge in
crude oil prices.  Then in April long positions in the U.S.,
Japanese, and European stock index futures experienced losses as
<page> global equity prices declined sharply towards the
beginning of the month on concerns for economic growth.
Consistently weak economic data out of Japan, Germany, and
France, as well as weaker-than-expected U.S. Gross Domestic
Product data, resulted in prices continuing their decline
throughout the second half of April, resulting in additional
losses from long positions.   Further losses in the global stock
index futures markets were experienced in June from short
positions in U.S. equity index futures early in the month as
prices increased on optimism regarding the future of the U.S.
economy.  Newly established long positions in U.S. equity index
futures resulted in additional losses as prices declined towards
the end of the month on investor worries regarding high oil
prices.


For the Three and Six Months Ended June 30, 2004
The Partnership recorded total trading results including interest
income totaling $(16,865,882) and expenses totaling $4,138,287,
resulting in a net loss of $21,004,169 for the three months ended
June 30, 2004.  The Partnership?s net asset value per Unit
decreased from $12.73 at March 31, 2004 to $11.32 at June 30,
2004.

The most significant trading losses of approximately 4.5% were
generated in the global interest rate futures markets primarily
during April from long European and U.S. interest rate futures
<page> positions as prices tumbled following the release of
stronger than expected U.S. jobs data.  Additional losses were
incurred during June from short positions in European interest
rate futures as prices reversed higher on weaker-than-expected
U.S. economic reports and the likelihood that the U.S. Federal
Reserve would move slowly in raising interest rates.  In the
currency markets, losses of approximately 3.8% were experienced
from long positions in the Australian dollar versus the U.S.
dollar during April as the U.S. dollar benefited from rising
interest rates and the perception that the U.S. economy was
experiencing a sustainable recovery.  Additional currency losses
were experienced during April from long positions in the Canadian
dollar against the U.S. dollar as the value of the Canadian
dollar moved lower due to weakness in gold prices.  Further
losses were experienced during June from short positions in the
Canadian dollar as its value reversed higher on expectations that
the Bank of Canada would join the U.S. Federal Reserve in
tightening interest rates.  Smaller currency losses were incurred
throughout the quarter from both long and short positions in the
Japanese yen relative to the U.S. dollar as the value of the yen
experienced significant short-term price volatility.  Within the
global stock index markets, losses of approximately 1.7% were
incurred during April and May from long positions in European
equity index futures as prices drifted lower amid the continuing
difficulties in Iraq, fears of global terrorism, and concerns of
higher interest rates.  A portion of the Partnership?s overall
losses was offset by gains of approximately 0.6% in the energy
<page> markets, primarily during April and May from long futures
positions in crude oil as prices increased sharply amid fears of
potential terrorist attacks against Saudi Arabian oil facilities
and disruptions in Iraqi oil production and distribution.

The Partnership recorded total trading results including interest
income totaling $7,648,746 and expenses totaling $11,309,637,
resulting in a net loss of $3,660,891 for the six months ended June
30, 2004.  The Partnership?s net asset value per Unit increased
from $11.14 at December 31, 2003 to $11.32 at June 30, 2004.  The
net asset value per Unit increased in spite of the Partnership?s
net loss for the period due to an influx of subscriptions that
caused per Unit net losses in the second quarter to be less than
per Unit net gains in the first quarter.

The most significant trading gains of approximately 7.1% were
generated in the global interest rate markets, primarily during
February and March, from long positions in European and U.S.
interest rate 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 a major terrorist
attack in Madrid.  Additional gains of approximately 2.5% were
recorded in the currency markets from long positions in the British
pound versus the U.S. dollar, primarily during January and
February, as the pound increased sharply versus the dollar due to
U.S. Current-Account deficits, concerns for potential terrorist
attacks and looming expectations for a further increase of U.K.
<page> interest rates by the Bank of England.  Additional currency
gains were recorded during January and February from short
positions in the Swiss franc relative to the U.S. dollar as the
value of the franc moved lower due to conflicting economic data out
of Switzerland.  Smaller gains were incurred primarily during
January and February from long positions in the New Zealand dollar
versus the U.S. dollar as the value of the New Zealand dollar
strengthened due to significant interest rate differentials between
the two countries and higher gold prices.  Within the energy
markets, gains of approximately 2.1% were generated during
February, April, and May from long positions in crude oil futures
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.  A portion of the Partnership?s
overall gains was offset by losses of approximately 1.9% in the
global stock index futures markets during March from long European
stock index futures positions as equity prices dropped amid terror
attacks in Madrid, worse-than-expected German industrial
production, and weak business confidence data.  Further losses from
long positions were incurred during May as European equity prices
were negatively impacted by geopolitical concerns relating to Iraq,
surging energy prices, and weaker-than-expected economic data.

<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 June 30, 2005 and 2004. At
June 30, 2005 and 2004, the Partnership?s total capitalization
was approximately $343 million and $206 million, respectively.

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

Interest Rate				(2.86)%			(0.54)%

Currency					(2.18)			(0.92)

Equity					(1.34)  	      	(0.52)

Commodity		  			(1.11)   	      	(0.11)

Aggregate Value at Risk		(3.43)%  		    	(1.19)%


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 July 1, 2004 through June 30, 2005.

Primary Market Risk Category	High	Low	Average
Interest Rate	(2.86)%	(1.07)%	(1.87)%
Currency	(2.21)	(1.29)	(1.84)
Equity	(2.12)	(0.52)	(1.34)
Commodity	(1.11)	(0.10)	(0.60)
Aggregate Value at Risk	(3.43)%	(2.27)%	(2.83)%

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 June 30, 2005, and for the
four quarter-end reporting periods from July 1, 2004 through June
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
(approximately 89% as of June 30, 2005) of its available assets
in cash at Morgan Stanley DW.  A decline in short-term interest
rates would result in a decline in the Partnership?s cash
management income. This cash flow risk is not considered to be
material.

Materiality, as used throughout this section, is based on an
assessment of reasonably possible market movements and any
associated potential losses, taking into account the leverage,
optionality and multiplier features of the Partnership?s market-
<page> 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 June 30, 2005, by market sector.  It may be
anticipated, however, that these market exposures will vary
materially over time.

Interest Rate.  The primary market exposure of the Partnership at
June 30, 2005 was to the global interest rate sector.  Exposure
was primarily spread across the European, U.S., and Japanese
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.  The G-7 countries consist of France, the U.S.,
Britain, Germany, Japan, Italy, and Canada.  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.

Currency.  The second largest market exposure of the Partnership
at June 30, 2005 was to the currency sector.  The Partnership?s
<page> 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 June 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 third largest market exposure of the Partnership at
June 30, 2005 was to the global stock index sector, primarily to
equity price risk in the G-7 countries. The stock index futures
traded by the Partnership are by law limited to futures on
broadly-based indices.  At June 30, 2005, the Partnership?s
primary exposures were to the S&P 500 (U.S.), DAX (Germany), Euro
Stoxx 50 (Europe),FTSE 100 (United Kingdom), Hang Seng (China),
NASDAQ 100 (U.S.), IBEX 35 (Spain), and Nikkei 225 (Japan) 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> Commodity.
Energy.  At June 30, 2005, the Partnership had market
exposure in the energy sector.  The Partnership?s energy
exposure was primarily to futures contracts in crude oil and
its related products, and natural gas.  Price movements in
these markets result from geopolitical developments,
particularly in the Middle East, as well as weather patterns
and other economic fundamentals. Significant profits and
losses, which have been experienced in the past, are
expected to continue to be experienced in the future.
Natural gas has exhibited volatility in prices resulting
from weather pattern and supply and demand factors and will
likely continue in this choppy pattern.

Metals.  At June 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.  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.

Qualitative Disclosures Regarding Non-Trading Risk Exposure
The following was the only non-trading risk exposure of the
Partnership at June 30, 2005:
<page>
Foreign Currency Balances. The Partnership?s primary foreign
currency balances at June 30, 2005 were in euros, Japanese
yen, British pounds, Australian dollars, Swiss francs,
Canadian dollars, and Hong Kong dollars.  The Partnership
controls the non-trading risk of foreign currency balances
by regularly converting them back into U.S. dollars upon
liquidation of their respective positions.

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

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 6/30/05      31,233,893.938
Units unsold through 6/30/05    23,766,106.062

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 June 30, 2005 was
$349,952,432.

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 5.  OTHER INFORMATION
Management.  The following changes have been made to the Board of
Directors and Officers of Demeter:

Mr. Harry Handler and Ms. Shelley Hanan were approved as Directors
of Demeter by the National Futures Association as of May 12, 2005
and June 30, 2005, respectively.


Item 6.  EXHIBITS
3.01	Form of Amended and Restated Limited Partnership
Agreement, by and among Demeter Management Corporation and
the Limited Partners, dated March 26, 2002, is
incorporated by reference to Exhibit A of the
Partnership?s Prospectus, dated April 25, 2005, filed with
the Securities and Exchange Commission pursuant to Rule
424(b)(3) under the Securities Act of 1933, as amended, on
April 29, 2005.
3.02	Certificate of Limited Partnership of the Partnership,
dated as of March 26, 2002, is incorporated by reference
to Exhibit 3.02 of the Partnership?s Registration
Statement on Form S-1 (File No. 333-85078) filed with
the Securities and Exchange Commission on March 28,
2002.
10.01	Management Agreement, among the Partnership, Demeter
Management Corporation and Campbell & Company, Inc., dated
September 30, 2002, is incorporated by reference to
Exhibit 10.01 of the Partnership Registration Statement on
Form S-1 (File No. 333-103171) filed with the Securities
and Exchange Commission on February 13, 2003.
10.02	Form of Subscription and Exchange Agreement and Power of
Attorney to be executed by purchasers of Units is
incorporated by reference to Exhibit B of the
Partnership?s Prospectus, dated April 25, 2005, filed with
the Securities and Exchange Commission pursuant to Rule
424(b)(3) under the Securities Act of 1933, as amended, on
April 29, 2005.


<page>
10.03	Form of Subscription Agreement Update Form to be executed
by purchasers of Units is incorporated by reference to
Exhibit C of the Partnership?s Prospectus, dated April 25,
2005, filed with the Securities and Exchange Commission
pursuant to Rule 424(b)(3) under the Securities Act of
1933, as amended, on April 29, 2005.
10.04	Amended and Restated Escrow Agreement among the
Partnership, Morgan Stanley Charter Graham L.P., Morgan
Stanley Charter Millburn L.P., Morgan Stanley Charter
Welton L.P., Morgan Stanley Charter MSFCM L.P., Morgan
Stanley DW Inc., and JP Morgan Chase Bank, as escrow
agent, dated August 31, 2002, is incorporated by reference
to Exhibit 10.04 of the Partnership?s Registration
Statement on Form S-1 (File No. 333-103171) filed with the
Securities and Exchange Commission on February 13, 2003.
10.05	Customer Agreement between the Partnership and Morgan
Stanley DW Inc., dated September 30, 2002, is incorporated
by reference to Exhibit 10.05 of the Partnership?s
Registration Statement on Form S-1 (File No. 333-103171)
filed with the Securities and Exchange Commission on
February 13, 2003.
10.05(a)	Form of Amendment No. 1 to the Customer Agreement between
the Partnership and Morgan Stanley DW Inc. is incorporated
by reference to Exhibit 10.05(a) of the Partnership?s
Post-Effective Amendment No. 2 to the Registration
Statement No. 333-113878 filed with the Securities and
Exchange Commission on March 31, 2005.
10.05(b)	Amendment No. 2 to the Customer Agreement between the
Partnership and Morgan Stanley DW Inc., dated July 1,
2005, is filed herewith.
10.06	Customer Agreement, among the Partnership, Morgan Stanley
& Co. Incorporated, and Morgan Stanley DW Inc., dated
September 30, 2002, is incorporated by reference to
Exhibit 10.06 of the Partnership?s Registration Statement
on Form S-1 (File No. 333-103171) filed with the
Securities and Exchange Commission on February 13, 2003.
10.07	Customer Agreement, between the Partnership and Morgan
Stanley & Co. International Limited, dated September 30,
2002, is incorporated by reference to Exhibit 10.07 of the
Partnership?s Registration Statement on Form S-1 (File No.
333-103171) filed with the Securities and Exchange
Commission on February 13, 2003.

<page>
10.08	Foreign Exchange and Options Master Agreement, between the
Partnership and Morgan Stanley & Co. Incorporated, dated
August 31, 2002, is incorporated by reference to Exhibit
10.08 of the Partnership?s Quarterly Report on Form 10-Q
(File No. 0-50064) filed with the Securities and Exchange
Commission on May 14, 2003.
10.09	Securities Account Control Agreement, among the
Partnership, Morgan Stanley & Co. Incorporated, and Morgan
Stanley DW Inc., dated September 30, 2002, is incorporated
by reference to Exhibit 10.09 of the Partnership?s
Registration Statement on Form S-1 (File No. 333-103171)
filed with the Securities and Exchange Commission on
February 13, 2003.
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)

August 15, 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)