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, 1998 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 No. 0-24035

                   MORGAN STANLEY TANGIBLE ASSET FUND L.P.
     (Exact name of registrant as specified in its charter)


          Delaware                              13-3968008
(State or other jurisdiction of              (I.R.S. Employer
incorporation  or organization)                    Identification
No.)

c/o Demeter Management Corporation
Two World Trade Center, 62 Fl. New York, NY         10048
(Address of principal executive offices)               (Zip Code)


Registrant's telephone number, including area code (212) 392-5454


_________________________________________________________________
_
(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










<PAGE>
<TABLE>
            MORGAN STANLEY TANGIBLE ASSET FUND L.P.

             INDEX TO QUARTERLY REPORT ON FORM 10-Q

                     September 30, 1998
<CAPTION>

PART I. FINANCIAL INFORMATION
<S>                                                      <C>
Item 1. Financial Statements

     Statement of Financial Condition September 30, 1998
     (Unaudited).......................................... 2

     Statement of Operations for the Quarter Ended
     September 30, 1998 (Unaudited)........................3

     Statement of Operations for the Nine Months Ended
     September 30, 1998 (Unaudited)........................4

     Statement of Changes in Partners' Capital for the
        Nine Months Ended September 30, 1998 (Unaudited)......5

     Statement of Cash Flows for the Nine Months Ended
     September 30, 1998 (Unaudited)........................6

        Notes to Financial Statements (Unaudited)..........7-14

Item 2. Management's Discussion and Analysis of

Financial Condition and Results of Operations..15-20

Part II. OTHER INFORMATION

Item 1. Legal Proceedings.................................21

Item 2. Change in Securities and Use of Proceeds.......21-22

Item 6. Exhibits and Reports on Form 8-K..................22



</TABLE>













<PAGE>
<TABLE>
                                
                 PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

             MORGAN STANLEY TANGIBLE ASSET FUND L.P.
                STATEMENT OF FINANCIAL CONDITION

<CAPTION>

                                                                  September 30,
                                                                     1998
                                                                       $
                                                                  (Unaudited)
ASSETS
<S>
<C>
Equity in Commodity futures trading accounts:
                                                             Cash
32,053,183
      Net      unrealized     loss     on     open      contracts
(892,798)

                Total                Trading               Equity
31,160,385

Subscriptions                                          receivable
267,800
Interest          receivable         (MS          &          Co.)
101,935

                           Total                           Assets
31,530,120

LIABILITIES AND PARTNERS' CAPITAL

Liabilities

                        Redemptions                       payable
178,553
    Accrued    brokerage   fees   (MS    &    Co.    and    MSIL)
88,228
       Accrued      management      fee      payable       (MSCM)
60,430
          Service          fee         payable          (Demeter)
24,172

                         Total                        Liabilities
351,383

Partners' Capital

        Limited       Partners       (3,979,566.819        Units)
30,842,412
         General        Partner        (43,395.648         Units)
336,325

               Total               Partners'              Capital
31,178,737

      Total      Liabilities      and      Partners'      Capital
31,530,120


NET            ASSET           VALUE           PER           UNIT
7.75

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

<PAGE>
<TABLE>
            MORGAN STANLEY TANGIBLE ASSET FUND L.P.
                    STATEMENT OF OPERATIONS
                           (Unaudited)


<CAPTION>



                                                        For the

Quarter Ended
                                                          September 30, 1998
                                                      $
REVENUES
<S>
<C>
 Trading profit (loss):
                                                         Realized
(3,078,390)
              Net          change          in          unrealized
676,382

                   Total              Trading             Results
(2,402,008)

         Interest        Income        (MS         &         Co.)
322,281

                             Total                       Revenues
(2,079,727)

EXPENSES

      Brokerage     fees     (MS     &     Co.     and      MSIL)
289,642
                Management               fee               (MSCM)
198,385
                Service               fee               (Demeter)
79,354

                            Total                        Expenses
567,381

NET                                                          LOSS

(2,647,108)


NET LOSS ALLOCATION

                         Limited                         Partners
(2,619,316)
                          General                         Partner
(27,792)

NET LOSS PER UNIT

                         Limited                         Partners
(.64)
                          General                         Partner
(.64)

<FN>





          The accompanying notes are an integral part
              of these financial statements.
</TABLE>
<PAGE>
<TABLE>
            MORGAN STANLEY TANGIBLE ASSET FUND L.P.
                    STATEMENT OF OPERATIONS
                           (Unaudited)


<CAPTION>



                                                               For the

Nine Months Ended
                                                         September 30, 1998
                                                      $
REVENUES
<S>
<C>
 Trading profit (loss):
                                                         Realized
(7,201,840)
              Net          change          in          unrealized
(892,798)

                   Total              Trading             Results
(8,094,638)

         Interest        Income        (MS         &         Co.)
1,009,087

                             Total                       Revenues
(7,085,551)

EXPENSES

      Brokerage     fees     (MS     &     Co.     and      MSIL)
909,449
                Management               fee               (MSCM)
622,910
                Service               fee               (Demeter)
249,164

                            Total                        Expenses
1,781,523

NET                                                          LOSS

(8,867,074)

NET LOSS ALLOCATION

                         Limited                         Partners
(8,773,399)
                          General                         Partner
(93,675)

NET LOSS PER UNIT

                         Limited                         Partners
(2.25)
                          General                         Partner
(2.25)


<FN>



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

                                
<PAGE>
<TABLE>
             MORGAN STANLEY TANGIBLE ASSET FUND L.P.
           STATEMENT OF CHANGES IN PARTNERS' CAPITAL
         For the Nine Months Ended September 30, 1998
                          (Unaudited)

<CAPTION>



                          Units of
                        Partnership Limited   General
                          Interest   Partners Partner    Total


<S>                         <C>       <C>       <C>       <C>
Partners' Capital
  January 2, 1998
  (commencement of operations)200.000         $1,000    $1,000        $2,000

Initial Offering    2,573,486.803          25,475,868            259,000
25,734,868

Offering of Units   1,665,202.477                  15,758,355    170,000
15,928,355

Net Loss               -                    (8,773,399)          (93,675)
(8,867,074)

Redemptions         (215,926.813)             (1,619,412)                -
(1,619,412)

Partners' Capital
 September 30, 1998 4,022,962.467          $30,842,412           $336,325
$31,178,737






<FN>







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

                                
                                
                                
                                
                                
                                
                                
                                
<PAGE>
<TABLE>
             MORGAN STANLEY TANGIBLE ASSET FUND L.P.
                     STATEMENT OF CASH FLOWS
                           (Unaudited)
                                
<CAPTION>



                                                             For the

Nine Months Ended
                                                       September 30, 1998

$
CASH FLOWS FROM OPERATING ACTIVITIES
<S>
<C>
Net                                                          loss
(8,867,074)
Noncash item included in net loss:
              Net          change          in          unrealized
892,798

Increase in operating assets:
                       Subscriptions                   receivable
(267,800)
           Interest       receivable       (MS       &       Co.)
(101,935)

Increase in operating liabilities:
       Accrued    brokerage   fees   (MS   &   Co.   and    MSIL)
88,228
         Accrued      management     fee      payable      (MSCM)
60,430
            Service         fee         payable         (Demeter)
24,172

Net       cash       used      for      operating      activities
(8,171,181)

CASH FLOWS FROM FINANCING ACTIVITIES

                         Initial                         offering
25,736,868
                 Offering                of                 Units
15,928,355
          Increase         in         redemptions         payable
178,553
                Redemptions               of                units
(1,619,412)


Net      cash      provided      by     financing      activities
40,224,364

Net                increase                in                cash
32,053,183

Balance          at         beginning          of          period
-

Balance   at  end  of   period                                  3
2,053,183


<FN>



           The accompanying notes are an integral part
                 of these financial statements.
                                

</TABLE>

<PAGE>

             MORGAN STANLEY TANGIBLE ASSET FUND L.P.

                  NOTES TO FINANCIAL STATEMENTS

                           (UNAUDITED)

The  financial statements include, in the opinion of  management,

all  adjustments necessary for a fair presentation of the results

of  operations and financial condition of Morgan Stanley Tangible

Asset Fund L.P. (the "Partnership").


1. Summary of Significant Accounting Policies

Organization  -  Morgan Stanley Tangible Asset  Fund  L.P.  is  a

limited  partnership organized to engage primarily in speculative

trading  of  futures contracts in metals, energy and agricultural

markets,   (collectively,  "futures  interests"),  and  commenced

operations  on January 2, 1998.  The general partner  is  Demeter

Management  Corporation ("Demeter").  The commodity  brokers  are

Morgan Stanley & Co. Incorporated ("MS & Co.") and Morgan Stanley

&   Co.   International  Limited  ("MSIL"),  (collectively,   the

"Commodity  Brokers").   The trading advisor  is  Morgan  Stanley

Commodities  Management, Inc. ("MSCM" or the "Trading  Advisor").

The  selling  agent  is  Dean Witter Reynolds  Inc.  ("DWR"),  an

affiliate  of  Demeter.   MSCM, DWR, the  Commodity  Brokers  and

Demeter  are  wholly-owned subsidiaries of  Morgan  Stanley  Dean

Witter & Co. ("MSDW").



Demeter  is  required to maintain a 1% minimum  interest  in  the

equity  of  the  Partnership and income (losses)  are  shared  by

Demeter  and  the limited partners based upon their  proportional

ownership interests.

<PAGE>

             MORGAN STANLEY TANGIBLE ASSET FUND L.P.
            NOTES TO FINANCIAL STATEMENTS (CONTINUED)




Basis of Accounting - The preparation of financial statements  in

conformity with generally accepted accounting principles requires

management  to  make estimates and assumptions  that  affect  the

reported amounts in the financial statements.



Revenue  Recognition - MS & Co. credits the Partnership  at  each

month-end  with  interest income as if 80% of  the  Partnership's

average daily "Net Assets", as defined in the Limited Partnership

Agreement,  for the month were invested at a rate based  on  U.S.

Treasury  bills.   For  purposes of such interest  payments,  Net

Assets  do not include monies due to the Partnership on  or  with

respect to futures interests but not actually received.



Net  Income  (Loss)  per Unit - Net income  (loss)  per  Unit  is

computed  using the weighted average number of units  outstanding

during the period.



Equity  in Commodity Futures Trading Accounts - The Partnership's

asset "Equity in Commodity futures trading accounts" consists  of

cash  on  deposit at MS & Co. and MSIL to be used as  margin  for

trading  and  the  net asset or liability related  to  unrealized

gains or losses on open contracts.





<PAGE>

             MORGAN STANLEY TANGIBLE ASSET FUND L.P.
            NOTES TO FINANCIAL STATEMENTS (CONTINUED)


Brokerage  and  Related Transaction Fees and Costs  -   Brokerage

fees are accrued at a monthly rate of 1/12 of 3.65% of Net Assets

as  of  the  first day of each month (a 3.65% annual rate).  Such

fees  are  for  all costs of executing trades by the Partnership,

including  floor  brokerage fees, exchange fees,  clearing  house

fees,  NFA  fees,  "give-ups"  or transfer  fees  and  any  costs

associated with taking delivery of commodities.



Service Fee - The Partnership pays Demeter a monthly service  fee

equal  to  1/12  of  1%  per month (a  1%  annual  rate)  of  the

Partnership's Net Assets as of the first day of each month.



Operating  Expenses  - The Partnership incurs monthly  management

fees  and may incur incentive fees as described in Note  2.   All

administrative expenses are borne by Demeter.



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 and expenses  for

income tax purposes.



Distributions - Distributions, other than on redemption of Units,

are  made  on a pro-rata basis at the sole discretion of Demeter.

No distributions have been made to date.

                                

<PAGE>

             MORGAN STANLEY TANGIBLE ASSET FUND L.P.
            NOTES TO FINANCIAL STATEMENTS (CONTINUED)




Redemptions  - Limited Partners may redeem some or all  of  their

Units at 100% of the Net Asset Value Per Unit effective as of the

last  day  of the sixth month following the closing  at  which  a

person  first becomes a Limited Partner, upon five business  days

advance notice by redemption form to Demeter.  Thereafter,  Units

may  be  redeemed as of the end of any month upon  five  business

days advance notice by redemption form to Demeter.  However,  any

Units  redeemed at or prior to the last day of the eleventh month

after  such  Units were purchased will be subject to a redemption

charge  equal to 2% of the Net Asset Value of a Unit on the  date

of  such  redemption.  Units redeemed after the last day  of  the

eleventh  month  and on or prior to the last day of  the  twenty-

fourth  month  after  which such Units were  purchased,  will  be

subject to a redemption charge equal to 1% of the Net Asset Value

per  Unit  on the date of such redemption.  Units redeemed  after

the  last  day of the twenty-fourth month after which such  Units

were  purchased  will  not  be subject to  a  redemption  charge.

Limited  Partners who obtained their Units via an  exchange  from

another  DWR-sponsored commodity pool are not subject to the  six

month holding period or the redemption charges.



Dissolution  of the Partnership - The Partnership will  terminate

on December 31, 2027 or at an earlier date if certain conditions





<PAGE>

             MORGAN STANLEY TANGIBLE ASSET FUND L.P.
            NOTES TO FINANCIAL STATEMENTS (CONTINUED)




occur  as  set  forth  in the Partnership's  Limited  Partnership

Agreement.



2.  Related Party Transactions

The  Partnership  pays  brokerage commissions  to  the  Commodity

Brokers and a service fee to Demeter as described in Note 1.  The

Partnership's  cash  is on deposit with MS  &  Co.  and  MSIL  in

futures interest trading accounts to meet margin requirements  as

needed.  MS  &  Co. pays interest on these funds as described  in

Note 1.



Compensation  to the Trading Advisor by the Partnership  consists

of a management fee and an incentive fee as follows:



Management  Fee - The management fee is accrued at  the  rate  of

5/24  of  1% of the Net Assets on the first day of each month  (a

2.5% annual rate).



Incentive Fee - The Partnership will pay an annual incentive  fee

equal  to 20% of the "Trading Profits" as defined in the  Limited

Partnership Agreement, as of the end of each calendar year.  Such

incentive  fee is accrued in each month in which Trading  Profits

occur.   In  those months in which trading profits are  negative,

previous  accruals, if any, during the incentive period  will  be

reduced. Any accrued incentive fees with respect to Units

<PAGE>

             MORGAN STANLEY TANGIBLE ASSET FUND L.P.
            NOTES TO FINANCIAL STATEMENTS (CONTINUED)


redeemed  at the end of a month that is not the end of a calendar

year will be deducted and paid to the Trading Advisor at the time

of such redemption.



3.  Financial Instruments

The  Partnership trades futures contracts in metals,  energy  and

agricultural  markets. 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.  At September 30, 1998, open

contracts were:
                                      Contract or
                                     Notional Amount
                                   September 30, 1998
                                             $
Exchange-Traded Contracts
 Commodity Futures:
   Commitments to Purchase              36,818,000
 Foreign Futures:
   Commitments to Purchase               6,767,000
   Commitments to Sell                     562,000
                                

The  net  unrealized  loss on open contracts  is  reported  as  a

component  of  "Equity in Commodity futures trading accounts"  on

the  Statement  of  Financial Condition and totaled  $892,798  at

September 30, 1998.



                                

<PAGE>

             MORGAN STANLEY TANGIBLE ASSET FUND L.P.
            NOTES TO FINANCIAL STATEMENTS (CONTINUED)




The  entire  $892,798 net unrealized loss on  open  contracts  at

September 30, 1998 related to exchange-traded futures contracts.



Exchange-traded  futures contracts held  by  the  Partnership  at

September 30, 1998 mature through March 1999.

                                

The   contract   amounts  in  the  above  table   represent   the

Partnership's  extent  of involvement in a  particular  class  of

financial  instrument, but not the credit  risk  associated  with

counterparty  non-performance.  The credit risk  associated  with

these  instruments  is limited to the amounts  reflected  in  the

Partnership's Statement of Financial Condition.


The  Partnership also has credit risk because 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  contracts  are marked to market on a daily  basis,  with

variations in value settled on a daily basis. Each of  MS  &  Co.

and  MSIL, as a futures commission merchant for the Partnership's

exchange-traded  futures  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 contracts, including an amount  equal  to

the net unrealized loss on all open futures contracts, which

<PAGE>

             MORGAN STANLEY TANGIBLE ASSET FUND L.P.
            NOTES TO FINANCIAL STATEMENTS (CONCLUDED)


funds,  in  the  aggregate, totaled $31,160,385 at September  30,

1998.



For  the  nine months ended September 30, 1998, the average  fair

value  of financial instruments held for trading purposes was  as

follows:


                                         September 1998
                                       Assets       Liabilities
                                         $                $
Exchange-Traded Contracts:
  Commodity Futures                  22,632,000           -
  Foreign Futures                     4,637,000       487,000































<PAGE>
                                
Item   2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
CONDITION AND RESULTS OF OPERATIONS


Liquidity - Assets of the Partnership are deposited with MS & Co.

and  MSIL,  the  Commodity Brokers, in separate futures  interest

trading accounts established for the Trading Advisor and are used

by  the  Partnership  as  margin to engage  in  futures  interest

trading.   Such  assets  are held in either non-interest  bearing

bank  accounts  or  in  securities  approved  by  the  CFTC   for

investment of customer funds. The Partnership's assets held by MS

& Co. and MSIL may be used as margin solely for the Partnership's

trading.   Since the Partnership's sole purpose is  to  trade  in

futures  interests,  it  is expected that  the  Partnership  will

continue to own such liquid assets for margin purposes.



The  Partnership's investment in futures interests may, from time

to time, be illiquid.  Most United States futures exchanges limit

fluctuations in certain futures interest prices during  a  single

day  by  regulations  referred to as  "daily  price  fluctuations

limits" or "daily limits".  Pursuant to such regulations,  during

a  single trading day no trades may be executed at prices  beyond

the  daily limit.  If the price of a particular futures  interest

has increased or decreased by an amount equal to the daily limit,

positions  in  such  futures interest can neither  be  taken  nor

liquidated  unless  traders are willing to effect  trades  at  or

within  the  limit.   Futures interests prices have  occasionally

moved the daily limit for several consecutive days with little or

no trading.  Such market conditions could prevent the Partnership

                                

<PAGE>

from  promptly  liquidating its futures interests and  result  in

restrictions on redemptions.

                                

There  is  no limitation on daily price moves in trading  forward

contracts  on  foreign  currency.  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  and  subjecting  it  to

substantial  losses.   Either of these  market  conditions  could

result in restrictions on redemptions.



Capital  Resources. The Partnership does not have,  nor  does  it

expect to have, any capital assets.  Future redemptions of  Units

of  Limited Partnership interest will affect the amount of  funds

available  for  investment  in futures  interests  in  subsequent

periods.   Since they are at the discretion of Limited  Partners,

it  is  not  possible to estimate the amount and  therefore,  the

impact of future redemptions.



Results of Operations

For the Quarter and Nine Months Ended September 30, 1998

For  the  quarter  ended  September  30,  1998,  the  Partnership

recorded   total  trading  losses  net  of  interest  income   of

$2,079,727  and  posted a decrease in Net Asset Value  per  Unit.

The  Partnership's long-only trading approach recorded  its  most

significant losses in the agricultural markets during July and

                                

<PAGE>

August  from  long positions in corn and wheat futures  as  grain

prices  moved  lower  on  near  perfect  growing  conditions  and

disappointing  export demand.  Smaller losses were recorded  from

long  positions in livestock futures as prices in  these  markets

also moved lower due to ample supply and decreasing demand during

July  and  August.  In soft commodities, losses were  experienced

during  July from long cotton futures positions and during August

and  September  from  long sugar futures  positions.   Additional

losses  were  recorded in the metals markets  from  long  nickel,

copper and aluminum futures as base metals prices declined during

August and September.  Smaller losses were recorded in the energy

markets  from  long  natural  gas  futures  positions  as  prices

declined   during  July  and  August  as  a  result   of   cooler

temperatures  in the U.S. Midwest and Northeast, thus  decreasing

the  demand  for  air  conditioning.  A  portion  of  the  losses

experienced  in this market complex was offset by gains  recorded

during  September  from long positions in crude  oil  futures  as

prices  moved higher due to increased hurricane activity  in  the

Gulf  of Mexico that caused safety-related shutdowns of a  number

of  production sites.  Total expenses for the three months  ended

September  30,  1998 were $567,381, resulting in a  net  loss  of

$2,647,108.   The value of an individual Unit in the  Partnership

decreased  from $8.39 at June 30, 1998 to $7.75 at September  30,

1998.



For  the  nine  months ended September 30, 1998, the  Partnership

recorded   total  trading  losses  net  of  interest  income   of

$7,085,551 and posted a decrease in Net Asset Value per Unit.

<PAGE>

The  most  significant losses were recorded in  the  agricultural

markets  from long positions in corn and wheat futures  as  grain

prices  moved  lower  during a majority of  the  year,  with  the

exception of brief spikes higher in June and September.   Smaller

losses  were  recorded from long positions in  livestock  futures

during  the  first  eight  months of the  year.   In  the  energy

markets,  losses  were experienced throughout a majority  of  the

first  three quarters of the year from long position in  oil  and

gas  futures  despite brief spikes higher during  the  months  of

March  and September.  Additional Partnership losses recorded  in

the metals markets during the second and third quarters from long

positions  in precious and base metals futures more  than  offset

profits recorded during the first quarter from long silver,  gold

and  platinum futures.  In soft commodities, losses were recorded

during much of the first six months from long positions in coffee

futures  as  prices moved lower.  A portion of these  losses  was

offset  by  gains  recorded during the second quarter  from  long

positions in orange juice futures.  Total expenses for  the  nine

months ended September 30, 1998 were $1,781,523, resulting  in  a

net  loss of $8,867,074.  The value of an individual Unit in  the

Partnership  decreased  from $10.00 at inception  of  trading  on

January 2, 1998 to $7.75 at September 30, 1998.



Year 2000 Problem -  Commodity pools, like financial and business

organizations  and individuals around the world,  depend  on  the

smooth functioning of computer systems.  Many computer systems in

use  today cannot recognize the computer code for the year  2000,

but revert to 1900 or some other date.  This is commonly known as

<PAGE>

the  "Year  2000  Problem".  The Partnership could  be  adversely

affected  if computer systems used by it or any third party  with

whom  it  has a material relationship do no properly process  and

calculate date-related information and data concerning  dates  on

or  after  January 1, 2000.  Such a failure could have a negative

impact  on  the handling or determination of futures  trades  and

prices and the services provided the Partnership.



MSDW  began its planning in response to the Year 2000 Problem  in

1995  and currently has several hundred employees working on such

response.  It has developed its own Year 2000 compliance plan  to

deal  with the problem and had the plan approved by the company's

executive   management,  Board  of  Directors   and   Information

Technology  Department.   Demeter is coordinating  with  MSDW  in

taking steps that both believe are reasonably designed to address

the  Year 2000 Problem with respect to Demeter's computer systems

that  relate  to  the  Partnership.  This includes  hardware  and

software upgrades, systems consulting and computer maintenance.



Beyond  the  challenge  facing  internal  computer  systems,  the

systems  failure  of  any  of the third  parties  with  whom  the

Partnership  has a material relationship - the futures  exchanges

and  clearing  organizations through which it  trades,  Commodity

Brokers,  or  the Trading Advisor - could result  in  a  material

financial  risk  to  the  Partnership.   Regarding  the   futures

exchanges,  all  U.S. futures exchanges will be  subject  to  the

monitoring of the CFTC for their Year 2000 preparedness  and  the

major foreign futures exchanges are also expected to be subject

<PAGE>

to market-wide testing of their Year 2000 compliance during 1999.

With  respect  to the Commodity Brokers and the Trading  Advisor,

Demeter  intends  to  monitor their progress throughout  1999  in

their  Year  2000 compliance and, where applicable, to  test  its

external  interface with the Commodity Brokers  and  the  Trading

Advisor.



Finally, MSDW has begun developing various "contingency plans" in

the  event  that  the  systems of such third  parties  fail,  and

Demeter  intends  to  consult closely with MSDW  in  implementing

those   plans.   MSDW  has  also  recently  reported   that   its

development of such contingency plans is proceeding on  schedule.

Despite the best efforts of both Demeter and MSDW, however, there

can  be  no assurance that the above steps will be sufficient  to

avoid  any  adverse  impact  to  the  Partnership,  whether  from

failures  in their own computer systems or those of the Commodity

Brokers, the Trading Advisor or any other third party.























<PAGE>

                   PART II.  OTHER INFORMATION

Item 1.   LEGAL PROCEEDINGS

Previously  reported.  See Form 10-Q for the quarter ended  March

31, 1998.



Item 2.  CHANGE IN SECURITIES AND USE OF PROCEEDS

The Partnership registered 5,000,000 Units of Limited Partnership

Interest ("Units") pursuant to a Registration Statement on Form

S-1,   which   became  effective  on  November  10,   1997   (the

"Registration  Statement")  (SEC  File  Number  333-33975).   The

Partnership,  Demeter, MSCM and DWR extended the offering  period

for unsold Units until no later than October 16, 1998 pursuant to

Post  Effective  Amendment No. 1 to the  Registration  Statement,

which   became   effective  on  July  10,  1998.   The   managing

underwriter for the Partnership is DWR.


The  offering  originally commenced on  November  10,  1997  with

4,045,503.483  Units sold through April 1, 1998.   The  aggregate

price  of  the offering amount registered was $50,000,000  (based

upon  the  initial  offering price of $10.00 per  Unit)  for  the

initial  closing  on  January 2, 1998 (the  "Initial  Offering").

After  the  Initial Offering, Units were sold at  three  closings

held  on February 2, March 2 and April 1, 1998, at a price  equal

to  100% of the Net Asset Value per Unit at the close of business

on  the  last day of the month immediately preceding the closing.

The aggregate price of the Units sold at the four closings of the

offering was $40,100,218 (based upon the Net Asset Value per Unit

of $10.00 at January 2, 1998, $10.13 at February 2, 1998, $9.53

<PAGE>

at   March   2,  1998  and  $9.54  at  April  1,  1998  closings,

respectively).



An additional 149,990.149 Units were sold at subsequent closings;

held  on  August 3, September 1 and October 1, 1998  at  a  price

equal  to  100% of the Net Asset Value per Unit at the  close  of

business  on the last day of the month immediately preceding  the

closing.  The aggregate price of the Units sold at the subsequent

three closings was $1,135,005 (based upon the Net Asset Value per

Unit  of $7.85 at August 3, 1998, $7.23 at September 1, 1998  and

$7.75  at  October 1, 1998).  Together with the Initial  Offering

the aggregate price of Units sold is $41,235,223.



No expenses chargeable against proceeds were incurred, making net

offering proceeds $41,235,223, which were 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

Registration Statement.



Item 6.   Exhibits and Reports on Form 8-K

Reports on Form 8-K. - No reports have been filed for the quarter

ended September 30, 1998.












<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  Tangible  Asset
Fund L.P.(Registrant)

                               By: Demeter Management Corporation
                                  (General Partner)

November 10, 1998              By:  /s/ Lewis A. Raibley, III
                                        Lewis A. Raibley, III
                                        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.