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

	FORM 10-Q


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

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

Commission File Number 0-50064

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

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







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

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

Yes    X       	No___________

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

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

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

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

	INDEX TO QUARTERLY REPORT ON FORM 10-Q

	September 30, 2008

<caption>

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

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

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

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

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

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

		Notes to Financial Statements (Unaudited)................7-17

Item 2.	Management?s Discussion and Analysis of
			Financial Condition and Results of Operations....... 18-31

Item 3.	Quantitative and Qualitative Disclosures About
			Market Risk..........................................31-44

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

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


PART II. OTHER INFORMATION

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

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

</table>


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

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

	<c>	<c>
Trading Equity:
	Unrestricted cash	185,761,793	261,151,086
	Restricted cash	    14,383,811	    24,139,711

	    Total cash	   200,145,604	    285,290,797

	Net unrealized loss on open contracts (MS&Co.)	(7,606,722)	     (4,690,428)
	Net unrealized gain on open contracts (MSIP)	          175,613	          42,048

	     Total net unrealized loss on open contracts	      (7,431,109)	     (4,648,380)

	Options purchased (proceeds paid $41,714 and
        $566,281, respectively)	            49,504	                       425,159

	     Total Trading Equity	192,763,999	281,067,576

Interest receivable (MS&Co.)	              161,813	          842,283

	     Total Assets	    192,925,812	   281,909,859
LIABILITIES AND PARTNERS? CAPITAL

Liabilities

Redemptions payable	5,369,942	10,555,801
Accrued brokerage fees (MS&Co.)	975,704	1,430,423
Accrued management fees	430,936	631,770
Options written (premiums received $26,315 and
   $317,779, respectively)	             49,373	                       185,984

	     Total Liabilities	        6,825,955	   12,803,978

Partners? Capital

Limited Partners (16,531,415.309 and
	23,905,166.681 Units, respectively)	184,107,313	266,111,229
General Partner (178,915.055  and
	 269,014.055 Units, respectively)	        1,992,544	     2,994,652

	     Total Partners? Capital	     186,099,857	   269,105,881

	     Total Liabilities and Partners? Capital	     192,925,812	   281,909,859

NET ASSET VALUE PER UNIT	                 11.14	              11.13
<fn>
	The accompanying notes are an integral part
	of these financial statements.
</table>

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

	<caption>

                For the Three Months                               For the Nine Months
  	      Ended September 30,      	                       Ended September 30,

                          2008   	        2007    	       2008   	    2007
                                $	               $		          $	 	 $

	<c>	<c>		<c>		<c>
INVESTMENT INCOME
	Interest income (MS&Co.)	    795,180		   3,884,205		   3,229,723		   13,076,506


EXPENSES
	Brokerage fees (MS&Co.)	3,060,407	5,206,003	10,274,111	16,639,177
	Management fees	    1,351,680	   2,299,318      	     4,537,732	     7,348,969

		   Total Expenses 	    4,412,087	   7,505,321	    14,811,843	   23,988,146

NET INVESTMENT LOSS 	    (3,616,907)	   (3,621,116)	   (11,582,120)	  (10,911,640)

TRADING RESULTS
Trading profit (loss):
	Realized	8,099,386	(46,593,835)	15,011,020	(16,748,664)
	Net change in unrealized	   (14,322,798) 	    (9,964,223)	     (2,788,670)	      (16,215,558)

	           Total Trading Results	     (6,223,412)	  (56,558,058)	   12,222,350	  (32,964,222)

NET INCOME (LOSS)	     (9,840,319)	  (60,179,174)		        640,230	  (43,875,862)

NET INCOME (LOSS) ALLOCATION

	Limited Partners	(9,732,603)	(59,527,606)	639,412  	(43,398,660)
	General Partner 	(107,716)	(651,568)	818	(477,202)


NET INCOME (LOSS) PER UNIT

	Limited Partners                                               	(0.55) 	(2.13)   	  0.01           	  (1.54)
	General Partner                                                 	(0.55)	(2.13)	  0.01    	(1.54)


                          Units                      Units   	                    Units               	    Units
WEIGHTED AVERAGE NUMBER
	OF UNITS OUTSTANDING                 17,453,401.888       27,681,832.200	19,984,618.812	     28,929,483.050


<fn>


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


<caption>


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


	<c>	<c>		<c>	<c>
Partners? Capital,
   December 31, 2006	31,104,088.751	402,578,194	       4,453,851	       407,032,045

Net Loss                             	                                    ?                   (43,398,660)		(477,202)	(43,875,862)

Redemptions	  (4,180,084.251)	        (51,423,920)	   (645,102)	  (52,069,022)

Partners? Capital,
September 30, 2007	  26,924,004.500	307,755,614	  3,331,547	 311,087,161





Partners? Capital,
   December 31, 2007	24,174,180.736	266,111,229	2,994,652	269,105,881

Net Income                         	                                    ?                         639,412		818	640,230

Redemptions	  (7,463,850.372)	        (82,643,328)	  (1,002,926)	  (83,646,254)

Partners? Capital,
September 30, 2008	  16,710,330.364	  184,107,313	    1,992,544	 186,099,857






<fn>





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

<caption>

	               For the Nine Months Ended September 30,

           2008                           2007
	              $	           $


CASH FLOWS FROM OPERATING ACTIVITIES

			<c>	<c>
Net income (loss) 	640,230	(43,875,862)
Noncash item included in net income (loss):
     Net change in unrealized	2,788,670	16,215,558

(Increase) decrease in operating assets:
     Restricted cash	 9,755,900	28,950,754
     Proceeds paid for options purchased	524,567	(71,302)
     Interest receivable (MS&Co.)	680,470	658,121

Increase (decrease) in operating liabilities:
     Accrued brokerage fees (MS&Co.)	(454,719)	  (365,670)
     Accrued management fees	(200,834)	  (161,503)
     Premium received for options written	                             (291,464)	     	  37,692

Net cash provided by operating activities	   13,442,820	    1,387,788


CASH FLOWS FROM FINANCING ACTIVITIES

Cash paid for redemptions of Units	   (88,832,113)	  (54,406,986)

Net cash used for financing activities	    (88,832,113)	   (54,406,986)

Net decrease in unrestricted cash	   (75,389,293)	(53,019,198)

Unrestricted cash at beginning of period	                                            261,151,086	    355,636,882

Unrestricted cash at end of period	                                                185,761,793  	     302,617,684



<fn>






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




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


  Futures and Forward Contracts
Long
Unrealized
Gain/(Loss)

  Percentage of
    Net Assets
        Short
    Unrealized
   Gain/(Loss)

 Percentage of
  Net Assets
            Net
       Unrealized
       Gain/(Loss)

 $
%
  $
        %
   $

September 30, 2008, Partnership Net Assets:  $186,099,857





<c>
<c>
<c>
<c>
<c>
   Commodity
  (258,995)
       (0.14)
    292,596
     0.16
33,601
   Equity
  (458,747)
       (0.25)
 1,559,718
     0.84
    1,100,971
   Foreign currency
    (913,950)
       (0.49)
(3,588,851)
    (1.93)
 (4,502,801)
   Interest rate
     17,412
        0.01
(1,636,038)
    (0.88)
   (1,618,626)






     Grand Total:
 (1,614,280)
       (0.87)
 (3,372,575)
    (1.81)
  (4,986,855)

     Unrealized Currency Loss





 (2,444,254)

     Total Net Unrealized Loss


    (7,431,109)


  Fair Value
             $
Percentage of
   Net Assets
          %



Options purchased on Futures Contracts
              ?
          ?



Options purchased on Forward Contracts
49,504
0.03



Options written on Futures Contracts
              ?
           ?



Options written on Forward Contracts
(49,373)
(0.03)





December 31, 2007, Partnership Net Assets:  $269,105,881









Commodity
    935,918
        0.35
    (478,491)
       (0.18)
    457,427
Equity
    815,999
        0.30
       12,433
        0.01
    828,432
Foreign currency
(6,080,933)
       (2.26)
     772,643
        0.29
 (5,308,290)
Interest rate
    687,429
        0.26
   (260,170)
       (0.10)
    427,259






     Grand Total:
(3,641,587)
       (1.35)
      46,415
        0.02
  (3,595,172)

     Unrealized Currency Loss





 (1,053,208)
     Total Net Unrealized Loss


 Fair Value
$
Percentage of
   Net Assets
          %



Options purchased on Futures Contracts
?
?



Options purchased on Forward Contracts
425,159
0.16



Options written on Futures Contracts
?
           ?



Options written on Forward Contracts
(185,984)
(0.07)






    (4,648,380)
<fn>
The accompanying notes are an integral part
 of these financial statements.
</table>

<page> MORGAN STANLEY CHARTER CAMPBELL L.P.
NOTES TO FINANCIAL STATEMENTS
September 30, 2008
(Unaudited)
The unaudited financial statements contained herein include, in
the opinion of management, all adjustments necessary for a fair
presentation of the financial condition and results of operations
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, 2007, Annual
Report on Form 10-K.

1.  Organization
Morgan Stanley Charter Campbell L.P. is a Delaware limited
partnership organized in 2002 to engage primarily in the
speculative trading of futures contracts, options on futures and
forward contracts, and forward contracts on physical commodities
and other commodity interests, including, but not limited to,
foreign currencies, financial instruments, metals, energy, and
agricultural products (collectively, "Futures Interests"). 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 WCM L.P., and Morgan Stanley Charter Aspect
L.P. (collectively, the "Charter Series").  Effective as of May 1,
2006, the Partnership no longer accepts any subscriptions and
exchanges of units of limited partnership interest ("Unit(s)")
from any other Charter Series for Units of the Partnership.
<page> MORGAN STANLEY CHARTER CAMPBELL L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)



The Partnership may buy or write put and call options through
listed exchanges and the over-the-counter market.  The buyer has
the right to purchase (in the case of a call option) or sell (in
the case of a put option) a specified quantity of a specific
Futures Interest or underlying asset at a specified price prior to
or on a specified expiration date.  The writer of an option is
exposed to the risk of loss if the market price of the underlying
asset declines (in the case of a put option) or increases (in the
case of a call option).  The writer of an option can never profit
by more than the premium paid by the buyer but can lose an
unlimited amount.

Premiums received/proceeds paid from writing/purchasing options
are recorded as liabilities/assets on the Statements of Financial
Condition and are subsequently adjusted to current values.  The
difference between the current value of the options and the
premiums received/proceeds paid is treated as an unrealized gain
or loss.

The Partnership?s general partner is Demeter Management
Corporation ("Demeter"). The commodity brokers are Morgan Stanley
& Co. Incorporated ("MS&Co.") and Morgan Stanley & Co.
International plc ("MSIP").  MS&Co. acts as the counterparty on
all trading of foreign currency forward contracts.  Morgan Stanley
<page> MORGAN STANLEY CHARTER CAMPBELL L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Capital Group Inc. ("MSCG") acts as the counterparty on all
trading of options on foreign currency forward contracts.  MSIP
serves as the commodity broker for trades on the London Metal
Exchange.  Demeter, MS&Co., MSIP, and MSCG 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 MS&Co. and MSIP in
futures, forward, and options trading accounts to meet margin
requirements as needed.  MS&Co. pays the Partnership at each month
end interest income on an amount equal to the commodity brokers?
margin requirements on the Partnership?s current futures, forward,
and options contracts at a rate approximately equivalent to the
rate the commodity brokers pay other similar customers on margin
deposits.  In addition, MS&Co. pays the Partnership at each month
end interest income on the Partnership?s funds in excess of such
current margin requirements but available to satisfy margin
requirements at a rate equal to the monthly average of the
4-week U.S. Treasury bill discount rate during the month.  The
Partnership pays brokerage fees to MS&Co.



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

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

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

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

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


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



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


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


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





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

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

	<c>	<c>	<c>	<c>	<c>
Sep. 30, 2008	(2,910,339)	(4,520,770)	(7,431,109)	Jun. 2009	Dec. 2008
Dec. 31, 2007	660,093	(5,308,473)	(4,648,380)	Sep. 2008	Mar. 2008
</table>
The Partnership has credit risk associated with counterparty non-
performance.  As of the date of the financial statements, the
credit risk associated with the instruments in which the
Partnership trades is limited to the amounts reflected in the
Partnership?s Statements of Financial Condition.

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

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


and exchange-traded futures-styled options contracts, are
required, pursuant to regulations of the Commodity Futures
Trading Commission ("CFTC"), to segregate from their own assets,
and for the sole benefit of their commodity customers, all funds
held by them with respect to exchange-traded futures, exchange-
traded forward, and exchange-traded futures-styled options
contracts, including an amount equal to the net unrealized gains
(losses) on all open exchange-traded futures, exchange-traded
forward, and exchange-traded futures-styled options contracts,
which funds, in the aggregate, totaled $197,235,265 and
$285,950,890 at September 30, 2008, and December 31, 2007,
respectively. With respect to the Partnership?s off-exchange-
traded forward currency contracts, and forward currency options
contracts, there are no daily settlements of variation in value,
nor is there any requirement that an amount equal to the net
unrealized gains (losses) on such contracts be segregated.
However, the Partnership is required to meet margin requirements
equal to the net unrealized loss on open forward currency
contracts in the Partnership accounts with the counterparty,
which is accomplished by daily maintenance of the
cash balance in a custody account held at MS&Co.  With respect to
those off-exchange-traded forward currency contracts, the

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

Partnership is at risk to the ability of MS&Co., the sole
counterparty on all such contracts, to perform.  With respect to
those off-exchange-traded forward currency options contracts, the
Partnership is at risk to the ability of MSCG, the sole
counterparty on all such contracts, to perform.  The Partnership
has a netting agreement with each counterparty. These agreements,
which seek to reduce both the Partnership?s and the
counterparties? exposure on off-exchange-traded forward currency
contracts, including options on such contracts, should materially
decrease the Partnership?s credit risk in the event of MS&Co.?s
or MSCG?s bankruptcy or insolvency.



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


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

3 - unobservable inputs for the asset or liability (including the
Partnership?s own assumptions used in determining the fair value
of investments).



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

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



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




          Total


<c>
<c>
 <c>

<c>
Unrealized loss on open contracts
$(               $(2,910,339)
$(4           $(4,520,770)
 n/a

$(7,431,109)
Options purchased
            ?
$      49,504
 n/a

$      49,504






Liabilities





Options written
          ?
$         $      49,373
 n/a

$      49,373
</table>
In March 2008, the FASB issued SFAS No. 161, Disclosures about
Derivative Instruments and Hedging Activities ("SFAS 161").  SFAS
161 is intended to improve financial reporting about derivative



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



instruments and hedging activities by requiring enhanced
disclosures to enable investors to better understand how those
instruments and activities are accounted for; how and why they are
used; and their effects on a Partnership?s financial position,
financial performance, and cash flows.  SFAS 161 is effective for
financial statements issued for fiscal years beginning after
November 15, 2008, and interim periods within those fiscal years.
The Partnership is currently evaluating the impact that the
adoption of SFAS No. 161 will have on its financial statement
disclosures.

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




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

7.  Reclassifications
Certain prior year amounts relating to options on the Statements
of Cash Flows and Condensed Schedules of Investments for December
31, 2007, were reclassified to conform to 2008 presentation.
Certain prior year amounts on the Statements of Operations were
reclassified to conform to 2008 presentation.  Such
reclassifications have no impact on the Partnership?s reported net
income (loss).
















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

         CONDITION AND RESULTS OF OPERATIONS

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

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

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

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

Capital Resources.  The Partnership does not have, nor does it
expect to have, any capital assets.  Redemptions of Units in the
future will affect the amount of funds available for investments
in futures, forwards, and options in subsequent periods.  It is
not possible to estimate the amount, and therefore the impact, of
future outflows of Units.  Effective May 1, 2006, Demeter no
longer accepts any subscriptions for Units in the Partnership or
<page> any exchanges from other Morgan Stanley Charter Series of
funds for Units of the Partnership.

There are no known material trends, favorable or unfavorable, that
would affect, nor any expected material changes to, the
Partnership?s capital resource arrangements at the present time.

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

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

The Partnership?s results of operations set forth in the
Financial Statements on pages 2 through 17 of this report are
prepared in accordance with accounting principles generally
accepted in the United States of America, which require the use
of certain accounting policies that affect the amounts reported
in these Financial Statements, including the following:  The
contracts the Partnership trades are accounted for on a trade-
date basis and marked to market on a daily basis.  The difference
between their cost and market value is recorded on the Statements
of Operations as ?Net change in unrealized trading gain (loss)?
for open (unrealized) contracts, and recorded as ?Realized
trading gain (loss)? when open positions are closed out.  The sum
of these amounts constitutes the Partnership?s trading results.
The market value of a futures contract is the settlement price on
the exchange on which that futures contract is traded on a
particular day.  The value of a foreign currency forward contract
is based on the spot rate as of the close of business.  Interest
income, as well as management fees and brokerage fees expenses of
the Partnership are recorded on an accrual basis.

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

For the Three and Nine Months Ended September 30, 2008
The Partnership recorded total trading results including interest
income totaling $(5,428,232) and expenses totaling $4,412,087,
resulting in a net loss of $9,840,319 for the three months ended
September 30, 2008. The Partnership?s net asset value per Unit
decreased from $11.69 at June 30, 2008, to $11.14 at September
30, 2008.

The most significant trading losses of approximately 3.1% were
incurred within the currency sector, primarily during August and
September, from long positions in the Australian dollar,
Singapore dollar, and Canadian dollar versus the U.S. dollar as
the value of the U.S. dollar reversed higher against most of its
rivals.  Such losses were recorded during August after the U.S.
Commerce Department reported a larger-than-previously-estimated
increase in Gross Domestic Product during the second quarter.
The U.S. dollar then moved sharply higher against these
currencies during September in tandem with surging U.S. Treasury
prices amid a worldwide "flight-to-quality" due to fears of an
intense credit crunch and subsequent global recession.  Within
the energy markets, losses of approximately 2.1% were experienced
throughout the majority of the quarter from long futures
positions in crude oil and its related products as prices
<page> reversed lower amid signs that the U.S. economic slump
might extend into 2009 and curb future energy demand.  Additional
losses of approximately 1.1% were recorded within the global
interest rate sector, primarily during July and September, from
short positions in European fixed-income futures as prices
increased amid a decline in the global equity markets and growing
speculation that the European Central Bank might not raise
interest rates due to weak economic growth.  A portion of the
Partnership?s losses for the quarter was offset by gains of
approximately 3.0% recorded within the global stock index sector,
primarily during July and September, from short positions in
U.S., European, and Pacific Rim equity index futures as equity
prices moved sharply lower amid unprecedented U.S. financial
market turmoil.  Furthermore, global equity markets plunged after
the U.S. House of Representatives rejected the Economic
Stabilization Act of 2008, which would have allowed the U.S.
Treasury to purchase troubled mortgage-backed securities from
U.S. financial institutions.  Additional gains of approximately
0.3% were experienced within the metals markets, primarily during
July and September, from short futures positions in copper and
zinc as prices dropped on concerns that turmoil in the financial
markets would further weaken the global economy and erode demand
for base metals.


<page> The Partnership recorded total trading results including
interest income totaling $15,452,073 and expenses totaling
$14,811,843, resulting in net income of $640,230 for the nine
months ended September 30, 2008. The Partnership?s net asset
value per Unit increased from $11.13 at December 31, 2007, to
$11.14 at September 30, 2008.

The most significant trading gains of approximately 8.3% were
recorded within the global stock index sector from short
positions in U.S., European, and Pacific Rim equity index futures
as prices decreased during January, February, March, and June on
concerns that a persistent U.S. housing slump, mounting losses
linked to U.S. sub-prime mortgage investments, rising commodity
prices, and a weakening job market could restrain consumer
spending, erode corporate earnings, and curb global economic
growth.  Additional gains were experienced in July and September
from short positions in global stock index futures as prices
dropped sharply amid unprecedented U.S. financial market turmoil
following news of the collapse of a major U.S. investment bank
and the government rescue of a U.S. insurance giant.
Furthermore, global equity markets plunged after the U.S. House
of Representatives rejected the Economic Stabilization Act of
2008, which would have allowed the U.S. Treasury to purchase
troubled mortgage-backed securities from U.S. financial
institutions.  Within the energy markets, gains of approximately
0.8% were experienced, primarily during the second quarter, from
<page> long futures positions in crude oil and its related
products as prices moved higher due to a drop in OPEC output,
supply threats in Nigeria and Iraq, growing Asian fuel
consumption, and an unexpected decline in domestic inventories.
Elsewhere, short positions in natural gas futures resulted in
gains, primarily during August and September, as prices declined
amid rising inventories and news that the Atlantic hurricane
season's first storm had avoided the gas-producing fields in the
Gulf of Mexico. Additional gains of approximately 0.3% were
recorded within the metals sector from long positions in gold
futures as prices increased during the first half of the year due
to a drop in the value of the U.S. dollar.  Smaller gains were
experienced primarily during the third quarter from short futures
positions in zinc as prices decreased on concerns that turmoil in
the financial markets could further weaken the global economy and
erode demand for base metals.  A portion of the Partnership?s
gains for the first nine months of the year was offset by losses
of approximately 3.4% incurred within the global interest rate
sector from long positions in European fixed-income futures as
prices reversed lower in March following the U.S. Federal
Reserve?s aggressive actions to boost liquidity within the U.S.
financial system, which temporarily renewed investor optimism
about the future direction of the global equity markets.  During
April, long positions in Japanese fixed-income futures resulted
in additional losses as prices declined amid speculation that the
<page> Bank of Japan might not reduce borrowing costs as much as
previously expected due to accelerating global inflation.
Further losses were experienced during the third quarter from
newly established short positions in European fixed-income
futures as prices increased amid the aforementioned decline in
the global equity markets and growing speculation that the
European Central Bank might not raise interest rates due to weak
economic growth.  Smaller losses of approximately 0.6% were
recorded within the currency sector, primarily during January and
September, from short positions in the Japanese yen versus the
U.S. dollar as the value of the Japanese yen moved higher against
the U.S. dollar after extreme volatility in the global equity
markets and concerns of slowing economic growth in the U.S.
caused investors to sell higher-yielding assets funded by loans
in Japan.

For the Three and Nine Months Ended September 30, 2007
The Partnership recorded total trading results including interest
income totaling $(52,673,853) and expenses totaling $7,505,321,
resulting in a net loss of $60,179,174 for the three months ended
September 30, 2007. The Partnership?s net asset value per Unit
decreased from $13.68 at June 30, 2007, to $11.55 at September
30, 2007.

The most significant trading losses of approximately 5.2% were
recorded in the currency sector, primarily during July and
<page> August, from short positions in the Japanese yen versus
the U.S. dollar as the value of the Japanese yen corrected higher
against most of its major rivals when traders reduced ?carry-
trade? positions after the sell-off in the global equity markets
resulted in investors trimming riskier assets funded by loans in
Japan.  Elsewhere in the currency markets, long positions in the
Australian dollar and New Zealand dollar versus the U.S. dollar
resulted in losses as the value of the U.S. dollar moved higher
against most of its major rivals in August after continued
volatility in the global equity markets and widening credit
losses tied to U.S. sub-prime loans resulted in substantially
stronger demand for U.S. dollar-denominated government bonds.  In
addition, the value of the U.S. dollar was pressured higher
against these currencies due to data indicating a narrowing U.S.
trade deficit, as well as an increase in U.S. wholesale prices.
Additional losses of approximately 4.8% were experienced within
the global interest rate sector, primarily during July and
August, from short positions in U.S. and European fixed-income
futures as prices reversed sharply higher in a worldwide ?flight-
to-quality? after the significant decline in the global equity
markets resulted in substantially stronger demand for the ?safe
haven? of government bonds.  Further losses were incurred during
September from newly established long futures positions in
European interest rates as prices reversed lower due to a decline
in demand for the relative safety of government debt following a
rebound in global equity markets and concerns of accelerating
global inflation after the U.S. Federal Reserve's decision to cut
<page> benchmark interest rates.  Within the global stock index
sector, losses of approximately 4.4% were recorded during July
and August from long positions in U.S., European, and Pacific Rim
equity index futures as prices reversed lower on persistent
concerns that a collapsing U.S. sub-prime mortgage market and
decreasing U.S. real estate prices would pull the global economy
into a recession.  Furthermore, global equity index futures
prices fell after news that China and India had increased their
bank reserve requirements, which added to worries about global
cash liquidity declining in the near future.  Smaller losses of
approximately 0.3% were incurred in the energy markets, primarily
during July and September, from short positions in crude oil
futures, and its related products as prices increased amid
speculation that supplies of European North Sea oil could be
dwindling, news that hurricane activity in the Gulf of Mexico
threatened production facilities, and fears that additional
supplies from OPEC members would arrive too late for peak demand
in the winter.  Additional losses of approximately 0.3% were
experienced in the metals sector during August and September from
short and long positions in copper and zinc as prices moved
without consistent direction amid conflicting news regarding
supply and demand.

The Partnership recorded total trading results including interest
income totaling $(19,887,716) and expenses totaling $23,988,146,
resulting in a net loss of $43,875,862 for the nine months ended
September 30, 2007.  The Partnership?s net asset value per Unit
<page> decreased from $13.09 at December 31, 2006, to $11.55 at
September 30, 2007.

The most significant trading losses of approximately 6.5% were
recorded in the currency markets primarily during the first and
third quarters. During February and March, losses were incurred
from short positions in the Australian dollar and the Canadian
dollar versus the U.S. dollar as the value of these ?petrol
currencies? increased relative to the U.S. dollar in tandem with
rising commodity prices.  Additionally, the value of the Canadian
dollar moved higher after government reports showing job gains and
rising exports prompted speculation that the Bank of Canada would
refrain from cutting interest rates in 2007.  Additional losses
were experienced in July and August from long positions in the
Australian dollar and euro versus the U.S. dollar as the value of
the U.S. dollar moved higher against most of its major rivals
after continued volatility in the global equity markets and
widening credit losses tied to U.S. sub-prime loans resulted
in substantially stronger demand for U.S. dollar-denominated
government bonds.  Furthermore, the value of the U.S. dollar was
pressured higher against these currencies due to data indicating a
narrowing U.S. trade deficit, as well as an increase in U.S.
wholesale prices.  Within the energy markets, losses of
approximately 1.4% were incurred primarily during January, June,
and September, from both long and short futures positions in crude
oil and its related products.  During January, long positions in
crude oil futures and its related products resulted in losses as
<page> prices declined on skepticism that OPEC would cut
production as much as originally pledged, while newly established
short futures positions in crude oil and its related products
recorded losses during June and September as prices moved higher
amid rising geopolitical tension with Venezuela and Iran, two of
the world?s largest producers.  Additional losses of approximately
0.8% were experienced within the metals sector, primarily during
March and May, from long positions in copper and zinc futures as
prices declined following news that China would raise export taxes
for base metals and amid speculation that rising production and
inventories would create a global surplus.  In addition, prices of
base metals moved lower in August amid speculation that losses in
the global financial markets would reduce demand for raw
materials.  Smaller losses of approximately 0.4% were incurred
within the global stock index sector, primarily during the third
quarter, from long positions in U.S., European, and Pacific Rim
equity index futures as prices reversed lower on persistent
concerns that a collapsing U.S. sub-prime mortgage market and
decreasing U.S. real estate prices would pull the global economy
into a recession.  Furthermore, global equity index futures prices
fell after news that China and India increased their bank reserve
requirements, which added to worries about global cash liquidity
declining in the near future. A portion of the Partnership?s
losses for the first nine months of the year was offset by gains
of approximately 0.1% recorded within the global interest rate
sector during January, May, and June from short positions in
European, U.S., and Australian fixed-income futures as prices
<page> trended lower after strength in the equity markets and
solid economic data out of the United States, the Euro-Zone, and
Australia led investors to conclude that the European Central
Bank, the U.S. Federal Reserve, and the Reserve Bank of Australia
would continue raising interest rates in order to combat
inflation.

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 on such contracts traded by
the Partnership involve varying degrees of related market risk.
Market risk is often dependent upon changes in the level or
volatility of interest rates, exchange rates, and prices of
financial instruments and commodities, factors that result in
frequent changes in the fair value of the Partnership?s open
positions, and consequently in its earnings, whether realized or
unrealized, and cash flow.  Gains and losses on open positions of
exchange-traded futures, exchange-traded forward, and exchange-
<page> traded futures-styled options contracts are settled daily
through variation margin. Gains and losses on off-exchange-traded
forward currency contracts and forward currency options contracts
are settled upon termination of the contract.  However, the
Partner-ship is required to meet margin requirements equal to the
net unrealized loss on open forward currency contracts in the
Partnership accounts with the counterparty, which is accomplished
by daily maintenance of the cash balance in a custody account
held at MS&Co.

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

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

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

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

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

The Partnership accounts for open positions on the basis of mark
to market accounting principles.  Any loss in the market value of
the Partnership?s open positions is directly reflected in the
Partnership?s earnings and cash flow.

<page> The Partnership?s risk exposure in the market sectors
traded by the Trading Advisor is estimated below in terms of VaR.
The Partnership estimates VaR using a model based upon historical
simulation (with a confidence level of 99%) which involves
constructing a distribution of hypothetical daily changes in the
value of a trading portfolio.  The VaR model takes into account
linear exposures to risks including equity and commodity prices,
interest rates, foreign exchange rates, and correlation among
these variables. The hypothetical changes in portfolio value are
based on daily percentage changes observed in key market indices
or other market factors (?market risk factors?) to which the
portfolio is sensitive.  The one-day 99% confidence level of the
Partnership?s VaR corresponds to the negative change in portfolio
value that, based on observed market risk factors, would have
been exceeded once in 100 trading days, or one day in 100.  VaR
typically does not represent the worst case outcome.  Demeter
uses approximately four years of daily market data (1,000
observations) and re-values its portfolio (using delta-gamma
approximations) for each of the historical market moves that
occurred over this time period.  This generates a probability
distribution of daily ?simulated profit and loss? outcomes.  The
VaR is the appropriate percentile of this distribution.  For
example, the 99% one-day VaR would represent the 10th worst
outcome from Demeter?s simulated profit and loss series.

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

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

The Partnership?s Value at Risk in Different Market Sectors
The following table indicates the VaR associated with the
Partnership?s open positions as a percentage of total Net Assets
by primary market risk category at September 30, 2008 and 2007.
At September 30, 2008 and 2007, the Partnership?s total
capitalization was approximately $186 million and $311 million,
respectively.









<page>
Primary Market          September 30, 2008    September 30, 2007
Risk Category	  	       Value at Risk        Value at Risk

Interest Rate				(0.54)% 	 	    	 (0.53)%

Currency					(0.47)			 (0.62)

Equity					(0.18) 			 (0.38)

Commodity		  			(0.19)   	      	 (0.10)

Aggregate Value at Risk		(0.53)% 		    	 (1.14)%



The VaR for a market category represents the one-day downside risk
for the aggregate exposures associated with this market category.
The Aggregate Value at Risk listed above represents the VaR of the
Partnership?s open positions across all the market categories, and
is less than the sum of the VaRs for all such market categories
due to the diversification benefit across asset classes.

Because the business of the Partnership is the speculative
trading of futures, forwards, and options on such contracts, the
composition of its trading portfolio can change significantly
over any given time period, or even within a single trading day.
Such changes could positively or negatively materially impact
market risk as measured by VaR.

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

<page>
Primary Market Risk Category	High	Low	Average
Interest Rate	(0.54)%	(0.23)%	(0.40)%
Currency	(1.86)	(0.47)	(1.02)
Equity	(1.06)	(0.18)	(0.54)
Commodity	(0.33)	(0.15)	(0.24)
Aggregate Value at Risk	(1.89)%	(0.53)%	(1.07)%

Limitations on Value at Risk as an Assessment of Market Risk
VaR models permit estimation of a portfolio?s aggregate market
risk exposure, incorporating a range of varied market risks,
reflect risk reduction due to portfolio diversification or hedging
activities, and can cover a wide range of portfolio assets.
However, VaR risk measures should be viewed in light of the
methodology?s limitations, which include, but may not be limited
to the following:
*	past changes in market risk factors will not always result in
accurate predictions of the distributions and correlations of
future market movements;
*	changes in portfolio value caused by market movements may
differ from those of the VaR model;
*	VaR results reflect past market fluctuations applied to
current trading positions while future risk depends on future
positions;



<page>
*	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".

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

Non-Trading Risk
The Partnership has non-trading market risk on its foreign cash
balances.  These balances and any market risk they may represent
are immaterial.
<page>
The Partnership also maintains a substantial portion of its
available assets in cash at MS&Co.; as of September 30, 2008, such
amount was equal to approximately 97% of the Partnership?s net
asset value.  A decline in short-term interest rates would result
in a decline in the Partnership?s cash management income. This
cash flow risk is not considered to be material.

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

Qualitative Disclosures Regarding Primary Trading Risk Exposures
The following qualitative disclosures regarding the Partnership?s
market risk exposures - except for (A) those disclosures that are
statements of historical fact and (B) the descriptions of how the
Partnership manages its primary market risk exposures - constitute
forward-looking statements within the meaning of Section 27A of
the Securities Act and Section 21E of the Securities Exchange Act.
The Partnership?s primary market risk exposures, as well as the
strategies used and to be used by Demeter and the Trading
Advisor for managing such exposures, are subject to numerous
uncertainties, contingencies and risks, any one of which could
cause the actual results of the Partnership?s risk controls to
<page> 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.

The following were the primary trading risk exposures of the
Partnership at September 30, 2008, by market sector.  It may be
anticipated, however, that these market exposures will vary
materially over time.

Interest Rate.  The largest market exposure of the Partnership at
September 30, 2008, 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.  The G-7 countries consist of France, the U.S., the
<page> United Kingdom, Germany, Japan, Italy, and Canada.
However, the Partnership also takes futures positions in the
government debt of smaller countries - e.g., Australia.  Demeter
anticipates that the G-7 countries? interest rates will remain the
primary interest rate exposure of the Partnership for the
foreseeable future.  The speculative futures positions held by the
Partnership may range from short to long-term instruments.
Consequently, changes in short, medium, or long-term interest
rates may have an effect on the Partnership.

Currency.  The second largest market exposure of the Partnership
at September 30, 2008, was to the currency sector.  The
Partnership?s currency exposure is to exchange rate fluctuations,
primarily fluctuations which disrupt the historical pricing
relationships between different currencies and currency pairs.
Interest rate changes as well as political and general economic
conditions influence these fluctuations.  At September 30, 2008,
the Partnership?s major exposures were to euro and Japanese yen
currency crosses, as well as to outright U.S. dollar positions.
Outright positions consist of the U.S. dollar vs. other
currencies.  These other currencies include major and minor
currencies.  Demeter does not anticipate that the risk associated
with the Partnership?s currency trades will change significantly
in the future.

Equity.  At September 30, 2008, the Partnership had market
exposure to the global stock index sector.  Exposure was primarily
<page> 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 September 30, 2008, the Partnership?s
primary exposures were to the Nikkei 225 (Japan), Euro Stox 50
(Europe), Hang Seng (Hong Kong), NASDAQ 100 (U.S.), SPI 200
(Australia), FTSE 100 (United Kingdom), Taiwan (Taiwan), CAC 40
(France), DAX (Germany), 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 U.S., European, and Pacific Rim
stock indices. Static markets would not cause major market
changes, but would make it difficult for the Partnership to avoid
trendless price movements, resulting in numerous small losses.

Commodity.
Energy. The third largest market exposure of the Partnership
at September 30, 2008, was to the energy sector.  The
Partnership?s energy exposure was primarily to futures
contracts in crude oil and its related products, as well as
natural gas.  Price movements in these markets result from
geopolitical developments, particularly in the Middle East,
as well as weather patterns and other economic fundamentals.
Significant profits and losses, which have been experienced
in the past, are expected to continue to be experienced in
the future.  Natural gas has exhibited volatility in prices
resulting from weather pattern and supply and demand factors
and will likely continue in this choppy pattern.

<page> Metals.	At September 30, 2008, the Partnership had
market exposure to the metals sector.  The Partnership's
metals exposure was to fluctuations in the price of base
metals, such as copper and zinc, as well as precious metals,
such as gold.  Economic forces, supply and demand
inequalities, geopolitical factors, and market expectations
influence price movements in these markets.  The Trading
Advisor utilizes its trading systems to take positions when
market opportunities develop, and Demeter anticipates that
the Trading Advisor will continue to do so.

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

Foreign Currency Balances. The Partnership?s primary foreign
currency balances at September 30, 2008, were in Hong Kong
dollars, euros, Australian dollars, British pounds, Canadian
dollars, Japanese yen, and Swiss francs.  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
<page> to manage market exposure by diversifying the Partnership?s
assets among different market sectors through the selection of a
Commodity Trading Advisor and by daily monitoring its performance.
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.

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

		Changes in Internal Control over Financial Reporting
     There have been no material changes during the period covered by
this quarterly report in the Partnership?s internal control over
financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)
of the Exchange Act) or in other factors that could significantly
affect these controls subsequent to the date of their evaluation.
Item 4T.   CONTROLS AND PROCEDURES
Not applicable.
<page>
PART II.  OTHER INFORMATION

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

Information regarding risk factors appears in Item 2.
?Management?s Discussion and Analysis of Financial Condition and
Results of Operations? and Item 3. ?Quantitative and Qualitative
Disclosures about Market Risk? on this Form 10-Q.  There have been
no other material changes from the risk factors previously
referenced in these Items of the Partnership?s Report on Form 10-K
for the fiscal year ended December 31, 2007, and the Partnership?s
Reports on Form 10-Q for the quarters ended March 31, 2008 and
June 30, 2008.




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







<page>

SIGNATURE



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




                     Morgan Stanley Charter Campbell L.P.
                     (Registrant)

                     By: Demeter Management Corporation
                         (General Partner)

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





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