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 March 31, 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

	March 31, 2005

<caption>



PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

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

		Statements of Operations for the Quarters
		Ended March 31, 2005 and 2004 (Unaudited) .................3

		Statements of Changes in Partners? Capital for the
		Quarters Ended March 31, 2005 and 2004 (Unaudited) ........4

		Statements of Cash Flows for the Quarters Ended
		March 31, 2005 and 2004 (Unaudited)..................... ...5

		Notes to Financial Statements (Unaudited)...............6-11

Item 2.	Management?s Discussion and Analysis of
			Financial Condition and Results of Operations.......12-
202

Item 3.	Quantitative and Qualitative Disclosures about
			Market Risk.........................................213-
335

Item 4.	Controls and
Procedures...................................346


PART II. OTHER INFORMATION

Item 2.	Unregistered Sales of Equity Securities Changes in
Securities and Use of
			 ProUsece of
Proceedseds..............................................
..357

Item 5.	Other
Information......................................368

Item 6.	Exhibits......................... and Reports on Form 8-
K....................368-3840

</table>


<page> <table> PART I.  FINANCIAL INFORMATION


Item 1.  Financial Statements

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

	<c>	<c>
Equity in futures interests trading accounts:
	Cash	286,567,827	267,002,332

	Net unrealized gain (loss) on open contracts (MS&Co.)	2,283,221	(905,509)
	Net unrealized gain (loss) on open contracts (MSIL)	      109,481	      (91,713)

	     Total net unrealized gain (loss) on open contracts	    2,392,702	    (997,222)

	     Total Trading Equity	288,960,529	266,005,110

Subscriptions receivable	13,748,961	14,332,785
Interest receivable (Morgan Stanley DW)	        621,031	        437,260

	     Total Assets	  303,330,521	  280,775,155

LIABILITIES AND PARTNERS? CAPITAL

Liabilities

Redemptions payable	2,277,231	3,320,046
Accrued brokerage fees (Morgan Stanley DW)	1,497,838	1,372,469
Accrued management fees	       635,084	5      581,926

	     Total Liabilities	   4,410,153	   5,274,4441

Partners? Capital

Limited Partners (26,506,292.814 and
	  23,535,882.766 Units, respectively)	295,629,514	272,588,976
General Partner (295,059.655 and
	  251,405.283 Units, respectively)	     3,290,854	    2,911,738

	     Total Partners? Capital	   298,920,368	 275,500,714

	     Total Liabilities and Partners? Capital	   303,330,521	 280,775,155


NET ASSET VALUE PER UNIT	               11.15	             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 Quarters Ended March 31,


                                                                         		        2005    	       2004
                                                                               	                    $		     $

		<c>		<c>
INVESTMENT INCOME
	Interest income (Morgan Stanley DW)		  1,535,061			      280,643

EXPENSES
	Brokerage fees (Morgan Stanley DW)		4,384,418	2,040,514
	Management fees	      	    1,858,994	  865,177
	Incentive fee		            ?        	     4,265,659

		   TTotal Eexpenses		   6,243,412	     7,171,350

NET INVESTMENT LOSS	                                                      (4,708,351)	   (6,890,707)

TRADING RESULTS
Trading profit (loss):
	Realized	     	(9,018,613)	 	26,235,475
	Net change in unrealized		    3,389,924	    (2,001,490)

   	        Total Trading Results		   (5,628,689)	    24,233,985


NET INCOME (LOSS) 	                                    (10,337,040)	      17,343,278


NET INCOME (LOSS) ALLOCATION

	Limited Partners                                      		(10,226,156456,156)             	  17,151,950
	General Partner                                                   		              (110,884) 119,116	191,328

NET INCOME (LOSS) PER UNIT

	Limited Partners                                                  		         (0.43)      	  1.59
	General Partner                                                   		               (0.43)	  1.59

<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 Quarters Ended March 31, 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	3,917,097.622	47,744,456	520,000	48,264,456

Net Income                                                              ?                    17,151,950	191,328	17,343,278

Redemptions	  (122,210.222)	  (1,491,046)	         ?    	  (1,491,046)

Partners? Capital,
March 31, 2004	 13,784,756.193	  173,503,521	 1,941,365	 175,444,886



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

Offering of Units	3,638,471.598	    40,273,095503,095	490,000260,000	40,763,095

Net Loss 	                                                                 ?                   (10,226,156456,156)	(110,884)119,116
	(10,337,040)

Redemptions	  (624,407.178)	  (7,006,401)	         ?    	  (7,006,401)

Partners? Capital,
March 31, 2005	 26,801,352.469	  295,629,514	 3,290,854	 298,920,368


<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 Quarters Ended March 31,

                 2005                         2004
	              $	         $


	<c>	<c>
CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)	(10,337,040)	17,343,278
Noncash item included in net income (loss):
     Net change in unrealized	(3,389,924)	2,001,490

Increase in operating assets:
     Interest receivable (Morgan Stanley DW)	(183,771)	(47,150)

Increase in operating liabilities:
	     Accrued brokerage fees (Morgan Stanley DW)	125,369	289,992
    	     Accrued management fees	53,158	              122,957
	     Accrued incentive fee	               ?    	              193,629

Net cash provided by (used for) operating activities	  (13,732,208)	  19,904,196


CASH FLOWS FROM FINANCING ACTIVITIES

Cash received from offering of UnitsOffering of Units	41,346,9190,763,095  	36,442,76948,264,456
(Increase) decrease in subscriptions receivable	583,824	(11,821,687)
Decrease in redemptions payable	(1,042,815) 	(444,175)
Cash paid from redemptions of UnitsRedemptions of Units	   (8,049,2167,006,401)	    (1,935,221491,046)

Net cash provided by financing activities	   33,297,703	  34,507,548

Net increase in cash	    19,565,495	54,411,744

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

Balance at end of period	   286,567,827	 152,240,115




<fn>





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





<page>
MORGAN STANLEY CHARTER CAMPBELL L.P.
NOTES TO FINANCIAL STATEMENTS
March 31, 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>
The Partnership?s general partner is Demeter Management
Corporation (?Demeter?).  The non-clearing commodity broker is
MORGAN STANLEY CHARTER CAMPBELL L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
Morgan Stanley Charter Graham L.P., Morgan Stanley Charter
Millburn L.P., and Morgan Stanley Charter MSFCM L.P.

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.


<page> 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

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

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
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

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

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, 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:



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

Mar. 31. 2005	4,843.974	(2,451,272)	2,392.702	Dec. 2005	Jun. 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
MORGAN STANLEY CHARTER CAMPBELL L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
	Net Unrealized Gains/(Losses)
	on Open Contracts 	Longest Maturities
	  Exchange-	Off-Exchange-		  Exchange-	  Off-Exchange-
Date	 Traded  	   Traded   	Total	  Traded 	   Traded
	$	$	$

Mar. 31, 2005	4,843,974	(2,451,272)	2,392,702	Dec. 2005	Jun. 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.,
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 $291,411,801
and $270,748,488 at March 31, 2005 and December 31, 2004,
respectively. With respect to the Partnership?s off-exchange-
traded forward currency contracts, there are no daily exchange-

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

(losses) on all open futures, forward, and futures-styled options
contracts, which funds, in the aggregate, totaled $291,411,801
and $270,748,488 at March 31, 2005 and December 31, 2004,
respectively. With respect to the Partnership?s off-exchange-
traded forward currency contracts, there are no daily exchange-
required settlements of variation in value, nor is there any
requirement that an amount equal to the net unrealized gains
(losses) on open forward contracts be segregated.  However, the
Partnership is required to meet margin requirements equal to the
net unrealized loss on open contracts in the Partnership accounts
with the counterparty, which is accomplished by daily maintenance
of the cash balance in a custody account held at Morgan Stanley
DW for the benefit of MS & Co.  With respect to those off-
exchange-traded forward currency contracts, the Partnership is at
risk to the ability of MS & Co., the sole counterparty on all
such contracts, to perform.  The 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 month periods ended March 31, 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 11 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 Quarter Ended March 31, 2005
The Partnership recorded total trading results including interest
income income totaling $(4,093,628) and expenses totaling
$6,243,412      ,, resulting in a net loss of $10,337,040     for
the quarter ended March 31, 2005. The Partnership?s net asset
value per Unit decreased from $11.58 at December 31, 2004 to
$11.15   at March 31, 2005.

The  most significant trading losses of approximately 3.5% were
recorded in the currency markets, primarily during January from
short U.S. dollar positions against the Swiss franc and South
African rand as the value of the U.S. dollar reversed higher in
what many analysts described as a ?corrective? move after its
decline during the fourth quarter of 2004.  This strengthening in
the value of the U.S. dollar during January was attributed to
conflicting economic data out of the European Union, and Japan,
and those data released by the U.S. Treasury Department.  It
which  showed November's investment inflows to the U.S. were
ample to cover that month?s record trade deficit.  Speculation
that U.S. interest rates were likely to continue to rise and
fears that the re-evaluation of the Chinese yuan was further away
than expected also strengthened the value of the U.S. dollar.
During February, losses were recorded from short positions in the
euro and Swiss franc against the U.S. dollar as the value of the
dollar weakened versus most currencies due to negative comments
by Federal  <page> Reserve Chairman Alan Greenspan about the
bulky U.S. Ccurrent- Aaccount deficit and U.S. dependence on
foreign investment.  The value of the U.S. dollar was further
weakened during the remainder of the month by a larger-than-
expected drop in January leading economic indicators and news
that South Korea?s Central Bank would be reducing its U.S. dollar
currency reserves.  Within the global stock index futures
markets, losses of approximately 1.1% were recorded primarily in
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.
Smaller losses in the global stock equity index futures markets
were experienced primarily during January and March from long
positions in Hang Seng stock index futures as equity prices in
Hong Kong moved lower due to weakness in the technology sector
and fears that higher energy prices will restrict the economic
growth of the region.  A portion of the Partnership?s overall
losses for the quarter was offset by gains of approximately 1.8%
in the energy markets during January, February, and March from
long futures positions in crude oil and its related products as
prices trended higher amid news of increased demand from China,
fears of terror attacks against production facilities in the
Middle East, cold <page> weather in the Northeastern U.S., and
predictions from analysts at Goldman Sachs that oil prices could
reach $105 a barrel.   Additional gains of approximately 0.5%
were recorded in the global interest rate futures markets from
short positions in short-term U.S. interest rate futures as
prices trended lower during January and February on expectations
that the U.S. Federal Reserve would continue to increase interest
rates at a measured pace.  Further gains were achieved in March
from short positions as prices continued to move lower after the
expected hike in U.S. interest rates by the U.S. Federal Reserve.
 Smaller gains of approximately 0.2% were recorded in the metals
markets during February from long positions in copper as prices
moved higher due to the weaker U.S. dollar and news of strong
demand from China.  Long positions in copper futures experienced
additional gains during March as prices continued to trend higher
on news of consistent demand from the developing economies of
Asia.


For the Quarter Ended March 31, 2004
The Partnership recorded total trading results including interest
income income totaling $24,514,628 and expenses totaling
$7,171,350, resulting in net income of $17,343,278 for the
quarter ended March 31, 2004.  The Partnership?s net asset value
per Unit increased from $11.14 at December 31, 2003 to $12.73 at
March 31, 2004.

<page> The most significant trading gains of approximately 12.1%
were generated in the global interest rate markets from long
positions in European and U.S. interest rate futures during
February and March.  During February, global bond prices rallied
after central banks, such as the European Central Bank and U.S.
Federal Reserve, reported no need to raise interest rates due to
a lack of inflation.  During March, prices trended higher due to
uncertainty in the global equity markets, disappointing U.S.
economic data and safe- haven buying following the terrorist
attack in Madrid.  In the currency sector, gains of approximately
6.5% were recorded from long positions in the British pound
versus the U.S. dollar, primarily during January and February, as
the pound increased sharply versus the dollar due to U.S.
Ccurrent-A account deficits, concerns for potential terrorist
attacks and looming expectations for a further increase of U.K.
interest rates by the Bank of England.  Additional 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.
Elsewhere in the currency markets, gains were experienced,
primarily during March, from long Japanese yen positions against
the U.S. dollar as the yen moved higher due to speculation that
the Bank of Japan would be relaxing its efforts to weaken the yen
in the future.  Smaller currency gains were recorded from long
positions in the Canadian dollar versus the U.S. dollar as the
value of the Canadian dollar strengthened on the heels of higher
commodity prices.  Additional gains of approximately 1.5% were
<page> experienced in the energy markets, primarily during
February, from long futures positions in crude oil as low market
supply, falling inventory levels and production cut announcements
from OPEC caused prices to increase. A portion of the
Partnership?s overall gains for the quarter was offset by losses
of approximately 0.3% in the global stock index markets,
primarily during March, from long European stock index futures
positions as equity prices dropped during the month.  Terror
attacks in Madrid, worse than expected German industrial
production and weak business confidence data helped push European
equities lower towards the beginning of the month.
<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 March 31, 2005 and 2004. At
March 31, 2005 and 2004, the Partnership?s total capitalization
was approximately $299 million and $175 million, respectively.

Primary Market            March 31, 2005       March 31, 2004
Risk Category	  	       Value at Risk        Value at Risk

Currency					(1.68)%  			(0.92)%

Equity		  		     (1.38)   	      	(0.23)

Interest Rate				(1.07)			(2.04)

Commodity		  			(0.78)  	      	(0.50)

Aggregate Value at Risk		(2.55)%  		    	(2.03)%


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 April 1, 2004 through March 31, 2005.

Primary Market Risk Category	High	Low	Average
Currency	(2.21)%	(0.92)%	(1.53)%
Equity	(2.12)	(0.52)	(1.14)
Interest Rate	(2.25)	(0.54)	(1.29)
Commodity	(0.78)	(0.10)	(0.35)
Aggregate Value at Risk	(3.04)%	(1.19)%	(2.268)%

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 March 31, 20054, and for
the four quarter-end reporting periods from April 1, 2004 through
March 31, 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 92% as of March 31, 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,
<page> optionality and multiplier features of the Partnership?s
market-sensitive instruments, in relation to the Partnership?s net
assets.

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

<page> The following were the primary trading risk exposures of
the Partnership at March 31, 2005, by market sector.  It may be
anticipated, however, that these market exposures will vary
materially over time.

Currency.  The primary market exposure of the Partnership at
March 31, 2005 was to the currency sector.  The Partnership?s
currency exposure is to exchange rate fluctuations, primarily
fluctuations which disrupt the historical pricing relationships
between different currencies and currency pairs.  Interest rate
changes, as well as political and general economic conditions
influence these fluctuations.  At March 31, 2005, the
Partnership?s major exposure was to outright U.S. dollar
positions.  Outright positions consist of the U.S. dollar vs.
other currencies.  These other currencies include major and minor
currencies.  Demeter does not anticipate that the risk associated
with the Partnership?s currency trades will change significantly
in the future.

Equity.  The second largest market exposure of the Partnership at
March 31, 2005 was to the global stock index sector, primarily to
equity price risk in the G-7 countries. The G-7 countries consist
of France, the U.S., Britain, Germany, Japan, Italy, and Canada.
The stock index futures traded by the Partnership are by law
limited to futures on broadly-based indices.  At March 31, 2005,
the Partnership?s primary exposures were to the Euro Stoxx 50
(Europe), DAX (Germany), FTSE 100 (United Kingdom), NIKKEI 225
<page> (Japan), IBEX 35 (Spain), and S&P 500 (U.S.) stock
indices.  The Partnership is exposed to the risk of adverse price
trends or static markets in the European, U.S., Chinese, and
Australian  stock indices. Static markets would not cause major
market changes, but would make it difficult for the Partnership
to avoid trendless price movements, resulting in numerous small
losses.

Interest Rate.  The third largest market exposure of the
Partnership at March 31, 2005 was to the global interest rate
sector.  Exposure was primarily spread across the U.S., European,
Japanese, Australian, and Canadian interest rate sectors.
Interest rate movements directly affect the price of the
sovereign bond futures positions held by the Partnership and
indirectly affect the value of its stock index and currency
positions.  Interest rate movements in one country, as well as
relative interest rate movements between countries, materially
impact the Partnership?s profitability. The Partnership?s primary
interest rate exposure is generally to interest rate fluctuations
in the U.S. and the other G-7 countries.  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.

<page> Equity.  The second largest market exposure of the
Partnership at March 31, 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 March 31, 2005, the
Partnership?s primary exposures were to the Euro Stoxx 50
(Europe), DAX (Germany), Hang Seng (China), and S&P 500 (U.S.)
stock indices.  The Partnership is exposed to the risk of adverse
price trends or static markets in the U.S., European, and
Japanese stock indices. Static markets would not cause major
market changes, but would make it difficult for the Partnership
to avoid trendless price movements, resulting in numerous small
losses.

Interest Rate.  The third largest market exposure of the
Partnership at March 31, 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 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.

Commodity.
Energy.  At March 31, 2005, the Partnership?s had market
exposure in the energy sector.  The Partnership?s energy
exposure was  energy exposure was primarily to futures
contracts in crude oil and its related products, unleaded
gas 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 March 31, 2005, the Partnership had market
exposure in the metals sector.  The Partnership?s metals
exposure at March 31, 2005 was to fluctuations in the price
of base metals, such as copper, nickel, and zinc.  Economic
forces, supply and demand inequalities, geopolitical
factors, and market expectations influence price movements
in these markets.  The Trading Advisor utilizes the trading
system(s) to take positions when market opportunities
develop, and Demeter anticipates that the Partnership will
continue to do so.

Qualitative Disclosures Regarding Non-Trading Risk Exposure
The following was the only non-trading risk exposure of the
Partnership at March 31, 2005:

<page> Foreign Currency Balances. The Partnership?s primary
foreign currency balances at March 31, 2005 were in euros,
Japanese yen, British pounds, Swiss francs, Hong Kong
dollars, Australian dollars, and 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)  (a)		AAs 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)     (b)		There have been no material changes during the
period covered by this quarterly report in the Partnership?s
internal controls or in other factors that could
significantly affect these controls subsequent to the date
of their evaluation.


<page> PART II.  OTHER INFORMATION

Item 2.  CUNREGISTERED SALES OF EQUITYHAN GES IN 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 3/31/05      28,928,616.222
Units unsold through 3/31/05    26,071,383.778

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 March 31, 2005 was
$322,932,699.         .


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
Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.

At a meeting of the Board of Directors of Demeter held on March
30, 2005, the following Directors of Demeter resigned, and the
Board of Directors accepted such resignations effective May 1,
2005:  Ms. Louise M. Wasso-Jonikas and Messrs. Raymond A. Harris,
Todd Taylor, and William D. Seugling.

At that March 30, 2005 meeting of the Board of Directors of
Demeter, the Board of Directors elected two new Directors
effective May 1, 2005, subject to approval by and registration
with the National Futures Association: Ms. Shelley Hanan and Mr.
Harry Handler.
Management.    The following changes have been made to the Board
of Directors and Officers of Demeter:


Item 6.  EXHIBITS AND REPORTS ON FORM 8-K
(A)	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 258, 20054, filed
with the Securities and Exchange Commission pursuant to
Rule 424(b)(3) under the Securities Act of 1933, as
amended, on April 29, 2005May 4, 2004.
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.


<page>
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 258, 20054, filed
with the Securities and Exchange Commission pursuant to
Rule 424(b)(3) under the Securities Act of 1933, as
amended, on April 29, 2005May 4, 2004.
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
258, 20054, filed with the Securities and Exchange
Commission pursuant to Rule 424(b)(3) under the
Securities Act of 1933, as amended, on April 29, 2005May
4, 2004.

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.
10.06	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
<page> (File No. 333-103171) filed with the Securities
and Exchange Commission on February 13, 2003.
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.

(B)	Reports on Form 8-K ? None.






<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)

May 16, 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.







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)

May 16, 2005        By:   ____________________________________
                          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.



		EXHIBIT 31.01
CERTIFICATIONS

I, Jeffrey A. Rothman, President of Demeter Management
Corporation (?Demeter?), the general partner of the registrant,
certify that:

1.I have reviewed this quarterly report on Form 10-K of the
registrant;

2.Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in
all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this report;

4.The registrant?s other certifying officer and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-
15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
and have:

a)Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during
the period in which this  report is being prepared;

b)Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant?s disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation; and


d)Disclosed in this report any change in the registrant?s
internal control over financial reporting that occurred during
the registrant?s most recent fiscal quarter (the registrant?s
fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably  likely to materially
affect, the registrant?s internal control over financial
reporting; and

5.The registrant?s other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over
financial reporting, to the registrant?s auditors and the audit
committee of Demeter?s board of directors (or persons performing
the equivalent functions):

a)All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant?s
ability to record, process, summarize and report financial
information; and

	b)	Any fraud, whether or not
material, that involves management or other employees who have a
significant role in the registrant?s internal control over
financial reporting.



Date:   May 16, 2005    /s/	Jeffrey A. Rothman
	Jeffrey A. Rothman
	President,
	Demeter Management Corporation,
	general partner of the registrant




















	      EXHIBIT 31.02
CERTIFICATIONS
I, Kevin Perry, Chief Financial Officer of Demeter Management
Corporation (?Demeter?), the general partner of the registrant,
certify that:

  1.	I have reviewed this quarterly
report on Form 10-K of the registrant;

  2.	Based on my knowledge, this report
does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this
report;

  3.	Based on my knowledge, the
financial statements, and other financial information included in
this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;

  4.	The registrant?s other certifying
officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f)
and 15d-15(f)) for the registrant and have:

   a)	Designed such disclosure controls
and procedures, or caused such disclosure controls and procedures
to be designed   under our supervision, to ensure that material
information  relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
report is being prepared;

   b)	Designed such internal control
over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted
accounting principles;

   c)	Evaluated the effectiveness of the
registrant?s disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
   d)Disclosed in this report any change in the registrant?s
internal control over financial reporting that occurred during
the registrant?s most recent fiscal quarter (the registrant?s
fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably  likely to materially
affect, the registrant?s internal control over financial
reporting; and

5.The registrant?s other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over
financial reporting, to the registrant?s auditors and the audit
committee of Demeter?s board of directors (or persons performing
the equivalent functions):

   a)	All significant deficiencies and
material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to
adversely affect  the registrant?s ability to record, process,
summarize and report financial information; and

   b)	Any fraud, whether or not
material, that involves management or other employees who have a
significant role in the        registrant?s internal control over
financial reporting.





Date:   May 16, 2005      /s/	Kevin Perry
	Kevin Perry
	Chief Financial Officer,
	Demeter Management Corporation,
	general partner of the registrant


















EXHIBIT 32.01

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002




In connection with the Quarterly Report of Morgan Stanley Charter
Campbell L.P. (the ?Partnership?) on Form 10-Q for the period
ended March 31, 2005 as filed with the Securities and Exchange
Commission on the date hereof (the ?Report?), I, Jeffrey A.
Rothman, President, Demeter Management Corporation, the general
partner of the Partnership, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002, that, to the best of my knowledge:
(1)The Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in
all material respects, the financial condition and results of
operations of the Partnership.









By:    /s/Jeffrey A. Rothman

Name:		Jeffrey A. Rothman
Title:	President

Date:		May 16, 2005
EXHIBIT 32.02

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002




In connection with the Quarterly Report of Morgan Stanley Charter
Campbell L.P. (the ?Partnership?) on Form 10-Q for the period
ended March 31, 2005 as filed with the Securities and Exchange
Commission on the date hereof (the ?Report?), I, Kevin Perry,
Chief Financial Officer, Demeter Management Corporation, the
general partner of the Partnership, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1)The Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in
all material respects, the financial condition and results of
operations of the Partnership.









By:    /s/Kevin Perry

Name:		Kevin Perry
Title:	Chief Financial Officer

Date:		May 16, 2005







? 6 ?

? 11 ?
MORGAN STANLEY CHARTER CAMPBELL L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)





? 31 ?

- 39 ?

- 39 ?