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

                           FORM 10-Q


[X]   Quarterly  report pursuant to Section 13 or  15(d)  of  the
Securities Exchange Act of 1934
For the quarterly period ended June 30, 1999 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

                        June 30, 1999
<CAPTION>

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

     Statements of Financial Condition June 30, 1999
     (Unaudited) and December 31, 1998.................... 2

     Statements of Operations for the Quarters Ended
     June 30, 1999 and 1998 (Unaudited)................... 3

     Statements of Operations for the Six Months Ended
     June 30, 1999 and 1998 (Unaudited)....................4

     Statements of Changes in Partners' Capital for the
        Six Months Ended June 30, 1999 and 1998 (Unaudited)...5

     Statements of Cash Flows for the Six Months Ended
     June 30, 1999 and 1998 (Unaudited)....................6

        Notes to Financial Statements (Unaudited)..........7-10

Item 2. Management's Discussion and Analysis of

Financial Condition and Results of Operations..11-18

Item 3. Quantitative and Qualitative Disclosures about
        Market Risk ...................................18-27

Part II. OTHER INFORMATION

Item 1. Legal Proceedings.................................28

Item 6. Exhibits and Reports on Form 8-K..................28



</TABLE>











<PAGE>
<TABLE>

                 PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

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

<CAPTION>
                                      June 30,     December 31,
                                        1999           1998
                                         $              $
                                    (Unaudited)
ASSETS
<S>                                 <C>            <C>
Equity in futures interests trading accounts:
 Cash                               22,555,490   26,519,891
  Net  unrealized  gain  (loss) on open  contracts        563,118
(635,643)

      Total Trading Equity          23,118,608   25,884,248

 Interest receivable (MS & Co.)         66,369          78,722

      Total Assets                 23,184,977      25,962,970


LIABILITIES AND PARTNERS' CAPITAL

Liabilities

 Redemptions payable                  330,750       895,547
 Accrued brokerage fees (MS & Co. and MSIL)67,063    81,222
 Accrued management fees (MSCM)         45,933       55,632
 Service fees payable (Demeter)         18,373        22,253

      Total Liabilities                462,119    1,054,654

Partners' Capital

 Limited Partners (3,297,031.187 and
 3,745,069.052 Units, respectively) 22,427,664   24,622,999
 General Partner (43,395.648 Units)       295,194    285,317

 Total Partners' Capital            22,722,858   24,908,316

  Total  Liabilities and Partners' Capital    23,184,977    25,96
2,970


NET ASSET VALUE PER UNIT                  6.80             6.57
<FN>
          The accompanying notes are an integral part
                 of these financial statements.

</TABLE>

<PAGE>
<TABLE>

            MORGAN STANLEY TANGIBLE ASSET FUND L.P.
                    STATEMENTS OF OPERATIONS
                           (Unaudited)



<CAPTION>

                                For the Quarters Ended June 30,

                                       1999           1998
                                        $            $
REVENUES
<S>                             <C>          <C>
 Trading profit (loss):
       Realized                            (64,158)   (2,745,450)
Net change in unrealized            402,750     (1,666,740)

      Total Trading Results         338,592   (4,412,190)

    Interest Income (MS & Co.)      205,500         373,684

      Total Revenues                544,092    (4,038,506)

EXPENSES

    Brokerage fees (MS & Co. and MSIL)211,507   342,234
      Management   fees   (MSCM)            144,867       234,407
Service fees (Demeter)               57,947           93,763

      Total Expenses                414,321       670,404

NET INCOME (LOSS)                   129,771    (4,708,910)


NET INCOME (LOSS) ALLOCATION

    Limited Partners                128,051  (4,658,918)
    General Partner                   1,720    (49,992)

NET INCOME (LOSS) PER UNIT

    Limited Partners                    .04      (1.15)
    General Partner                     .04      (1.15)


<FN>



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

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




<CAPTION>
                               For the Six Months Ended June 30,

                                       1999            1998
                                        $            $
REVENUES
<S>                          <C>             <C>
 Trading profit (loss):
    Realized                        (29,303)  (4,123,450)
    Net change in unrealized     1,198,761     (1,569,180)
      Total Trading Results      1,169,458    (5,692,630)
        Interest     Income    (MS    &     Co.)          414,095
686,806

      Total Revenues             1,583,553     (5,005,824)

EXPENSES

    Brokerage fees (MS & Co. and MSIL) 426,601           619,807
      Management   fees   (MSCM)           292,192        424,525
Service fees (Demeter)             116,877        169,810
      Total Expenses               835,670     1,214,142

NET INCOME (LOSS)                  747,883     (6,219,966)


NET INCOME (LOSS) ALLOCATION

      Limited   Partners                 738,006      (6,154,083)
General Partner                      9,877       (65,883)

NET INCOME (LOSS) PER UNIT

    Limited Partners                   .23         (1.61)
    General Partner                    .23         (1.61)



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

<PAGE>
<TABLE>
             MORGAN STANLEY TANGIBLE ASSET FUND L.P.
           STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
         For the Six Months Ended June 30, 1999 and 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   1,515,212.328                  14,623,350    170,000
14,793,350

Net Loss               -                    (6,154,083)          (65,883)
(6,219,966)

Redemptions          (26,406.721)                (223,330)               -
(223,330)

Partners' Capital,
  June 30, 1998     4,062,492.410             $33,722,805  $364,1
17                               $34,086,922





Partners' Capital,
  December 31, 1998 3,788,464.700  $24,622,999  $285,317    $24,9
08,316

Net Income            -            738,006  9,877      747,883

Redemptions             (448,037.865)     (2,933,341)           -
(2,933,341)

Partners' Capital,
  June 30, 1999    3,340,426.835   $22,427,664   $295,194     $22
,722,858


<FN>



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




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


            <CAPTION>

                               For the Six Months Ended June 30,

                                       1999            1998
                                        $            $
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                            <C>           <C>
 Net income (loss)                  747,883  (6,219,966)
 Noncash item included in net income (loss):
    Net change in unrealized      (1,198,761)1,569,180

 (Increase) decrease in operating assets:
      Interest   receivable   (DWR)          12,353     (102,859)
 Investment in U.S. Treasury Bills    -     (3,090,088)

 Increase (decrease) in operating liabilities:
     Accrued  brokerage  fees  (MS  &  Co.  and  MSIL)   (14,159)
107,741
      Accrued   management   fees  (MSCM)      (9,699)     73,795
Service fees payable (Demeter)        (3,880)      29,518

 Net cash used for operating activities   (466,263) (7,632,679)


CASH FLOWS FROM FINANCING ACTIVITIES

 Increase (decrease) in redemptions payable(564,797)190,150
 Redemptions of units             (2,933,341)   (223,330)
 Initial offering                  -         25,736,868
 Offering of units                -           14,793,350

  Net  cash  provided  by  (used for)  financing  activities   (3
,498,138)                        40,497,038

 Net increase (decrease) in cash  (3,964,401)32,864,359

 Balance at beginning of period   26,519,891             -

 Balance at end of period        22,555,490   32,864,359



<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").  The financial  statements

and condensed notes herein should be read in conjunction with the

Partnership's December 31, 1998 Annual Report on Form 10-K.



1. 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").  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 Limited  ("MSIL"),

(collectively, the "Commodity Brokers").  The trading advisor  is

Morgan  Stanley  Commodities  Management,  Inc.  ("MSCM"  or  the

"Trading Advisor").  MSCM, the Commodity Brokers and Demeter  are

all wholly-owned subsidiaries of Morgan Stanley Dean Witter & Co.

("MSDW").





<PAGE>

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




2.  Related Party Transactions

The  Partnership's cash is on deposit with the Commodity  Brokers

in futures interests trading accounts to meet margin requirements

as  needed.  MS  & Co. pays interest on these funds  based  on  a

prevailing  rate  on  U.S. Treasury bills. The  Partnership  pays

brokerage  fees  to  the Commodity Brokers, management  fees  and

incentive  fees  (if  applicable) to MSCM  and  service  fees  to

Demeter.



3.  Financial Instruments

The  Partnership trades futures and forward 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.



In  June  1998, the Financial Accounting Standards  Board  issued

Statement  of  Financial Accounting Standard  ("SFAS")  No.  133,

"Accounting  for  Derivative Instruments and Hedging  Activities"

effective  for fiscal years beginning after June 15,  1999.   The

Partnership elected to adopt the provisions of SFAS No. 133

<PAGE>

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




beginning  with  the  fiscal year that ended December  31,  1998.

SFAS  No. 133 supersedes SFAS No. 119 and No. 105, which required

the   disclosure   of   average   aggregate   fair   values   and

contract/notional  values, respectively, of derivative  financial

instruments for an entity which carries its assets at fair value.

The  application  of  SFAS No. 133 does not  have  a  significant

effect on the Partnership's financial statements.



The net unrealized gain (loss) on open contracts is reported as a

component  of  "Equity in futures interests trading accounts"  on

the  Statements of Financial Condition and totaled  $563,118  and

$(635,643) at June 30, 1999 and December 31, 1998, respectively.



The  $563,118 net unrealized gain on open contracts at  June  30,

1999  and  the $635,643 net unrealized loss on open contracts  at

December  31,  1998,  was  related  to  exchange-traded   futures

contracts.



Exchange-traded futures contracts held by the Partnership at June

30,  1999 and December 31, 1998 mature through December 1999  and

June 1999, respectively.







<PAGE>

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




The  Partnership  is subject to the credit risk  associated  with

counterparty  non-performance.  The credit risk  associated  with

the  instruments in which the Partnership is involved is  limited

to  the  amounts  reflected  in the Partnership's  Statements  of

Financial  Condition.   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 all of 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  gain  (loss)  on all open  futures  contracts,  which

funds,  in the aggregate, totaled $23,118,608 and $25,884,248  at

June 30, 1999 and December 31, 1998, respectively.














<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.  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 for 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

from  promptly  liquidating its futures interests and  result  in

restrictions on redemptions.



<PAGE>

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

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

of  Limited  Partnership  Interest ("Unit(s)")  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 Six Months Ended June 30, 1999

For  the  quarter  ended June 30, 1999, the Partnership  recorded

total trading revenues including interest income of $544,092  and

posted an increase in Net Asset Value per Unit. The Partnership's

long-only trading approach recorded its most significant gains in

the  metals markets from long positions in base metal futures  as

nickel,  copper  and aluminum prices increased during  April  and

June.   The  rise in base metal prices was largely attributed  to

strong producer demand, tightening supply levels and reports that

several  major  copper  producers would be  reducing  production.

Gains  were also recorded in this market complex from long silver

futures positions as silver prices also moved higher during April

and  June amid technically-driven buying spurred by the rally  in

base  metals  prices, a decline in U.S. market reserves  and  the

announcement  of  a  cutback  in  metal  production.   Additional

profits were recorded in the energy markets during April and June

from  long  positions in crude and heating  oil  futures  as  oil

prices rose on signs of better demand, particularly from Asia, a

<PAGE>

decline  in  inventory levels and signs that OPEC  member  states

were  respecting  output cuts.  A portion  of  the  Partnership's

overall gains for the quarter was offset by losses experienced in

the  agricultural  markets from long positions in  wheat  futures

positions  as  prices declined on a USDA report  of  higher-than-

expected  supply  levels and slumping U.S.  exports.   Additional

losses  were recorded in the soft commodities markets  from  long

coffee  futures positions as prices moved lower during April  and

June on forecasts for warmer temperatures in Brazil.  Losses were

also  experienced  from long positions in  cocoa  futures  during

April  and  May,  as  well as from long cotton futures  positions

during  May  and June. Total expenses for the three months  ended

June 30, 1999 were $414,321, resulting in net income of $129,771.

The  value  of a Unit increased from $6.76 at March 31,  1999  to

$6.80 at June 30, 1999.



For  the six months ended June 30, 1999, the Partnership recorded

total  trading  revenues including interest income of  $1,583,553

and  posted  an  increase in Net Asset Value per Unit.  The  most

significant gains were recorded in the energy markets  from  long

futures  positions in crude oil and its refined products, heating

oil  and  unleaded  gasoline, as oil  prices  moved  considerably

higher during March, April and June.  The substantial recovery in

oil prices during these months was largely attributed to the news

of  a decline in inventory levels that resulted from an agreement

reached  by both OPEC and non-OPEC countries to cut total output.

Additional gains were recorded in the metals markets during the



<PAGE>

second quarter from long positions in nickel, copper and aluminum

futures as base metal prices increased during April and June  due

to  strong producer demand, tightening supply levels and  reports

that several major copper producers would be reducing production.

A  portion  of the Partnership's overall gains for the year  were

offset by losses experienced in the soft commodities markets from

long  positions  in cocoa and coffee futures as prices  in  these

markets  declined  throughout most of the year  amid  fears  that

economic  turmoil in Brazil would lead them to flood  the  market

with  increased  exports and on forecasts for  favorable  growing

weather  in  that  region.   Losses were  also  recorded  in  the

agricultural  markets from long positions in wheat, soybean  oil,

soybean  and corn futures as grain prices moved lower on concerns

regarding   Brazil's  economic  status  and  higher-than-expected

supply levels.  Total expenses for the six months ended June  30,

1999  were  $835,670, resulting in net income of  $747,883.   The

value  of  a  Unit increased from $6.57 at December 31,  1998  to

$6.80 at June 30, 1999.



For the Quarter and Six Months Ended June 30, 1998

For  the  quarter  ended June 30, 1998, the Partnership  recorded

total  trading  losses net of interest income of  $4,038,506  and

posted  a  decrease  in  Net  Asset Value  per  Unit.   The  most

significant  losses  were  recorded  in  the  energy  and  metals

markets.  In  the  energy  markets, the  Partnership's  long-only

trading  approach resulted in losses throughout the quarter  from

trading crude oil, heating oil and natural gas futures as oil and

gas



<PAGE>

prices  continued to move lower on reports of abundant inventory.

In  the  metals markets, losses were recorded from long positions

in silver and platinum futures as precious metals declined during

the  quarter.   Additional  losses  were  experienced  from  long

aluminum,  copper  and nickel futures as base metal  prices  also

moved  lower  during May and June.  Losses were recorded  in  the

agricultural markets during April and May from long positions  in

wheat and corn futures as prices in these markets decreased.   In

soft  com-modities,  losses  were experienced  from  long  coffee

futures  positions as prices declined during April and  June.   A

portion  of these losses was offset by gains recorded during  May

and  June from long positions in cotton futures as cotton  prices

moved higher.  Total expenses for the three months ended June 30,

1998  were $670,404, resulting in a net loss of $4,708,910.   The

value  of a Unit decreased from $9.54 at March 31, 1998 to  $8.39

at June 30, 1998.



For  the six months ended June 30, 1998, the Partnership recorded

total  trading  losses net of interest income of  $5,005,824  and

posted  a  decrease  in  Net  Asset Value  per  Unit.   The  most

significant losses were recorded in the energy markets throughout

the  first  half  of the year as long positions in  oil  and  gas

futures  resulted in losses for the Partnership despite  a  brief

spike  higher during the month of March.  In the metals  markets,

losses recorded during the second quarter 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.  Additional losses were recorded for the

<PAGE>

Partnership  from  long positions in corn and  wheat  futures  as

grain  prices moved lower between the months of February and  May

before spiking higher in June.  Smaller losses were recorded from

long  positions in livestock futures during both  the  first  and

second quarter.  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 cotton and orange juice futures.  Total expenses for

the six months ended June 30, 1998 were $1,214,142, resulting  in

a  net  loss  of $6,219,966.  The value of a Unit decreased  from

$10.00 at the inception of trading on January 2, 1998 to $8.39 at

June 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

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 not properly process  and

calculate date-related information and data concerning  dates  on

or  after January 1, 2000.  Such a failure could adversely affect

the  handling or determination of futures trades and  prices  and

other services.





<PAGE>

MSDW  began its planning for the Year 2000 Problem in  1995,  and

currently  has several hundred employees working on  the  matter.

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 to address the Year

2000  Problem  with  respect to Demeter's computer  systems  that

affect  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. All U.S. futures exchanges are

subject to monitoring by the CFTC of their Year 2000 preparedness

and  the major foreign futures exchanges are also expected to  be

subject  to  market-wide testing of their  Year  2000  compliance

during 1999. Demeter intends to monitor the progress of Commodity

Brokers  and  the Trading Advisor throughout 1999 in  their  Year

2000  compliance  and,  where applicable, to  test  its  external

interface with the Commodity Brokers and the Trading Advisor.



A  worst case scenario would be one in which trading of contracts

on  behalf  of the Partnership becomes impossible as a result  of

the  Year 2000 problem encountered by any third parties.  A  less

catastrophic but more likely scenario would be one in which

<PAGE>

trading  opportunities diminish as a result of technical problems

resulting  in  illiquidity  and  fewer  opportunities   to   make

profitable trades. MSDW has begun developing various "contingency

plans" in the event that the systems of such third parties  fail.

Demeter  intends  to  consult closely with MSDW  in  implementing

those  plans.  Despite the best efforts of both Demeter and MSDW,

however,  it is possible that these steps will not be  sufficient

to avoid any adverse impact to the Partnership.


Item  3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES  ABOUT  MARKET
RISK

Introduction

The  Partnership  is a commodity pool engaged  primarily  in  the

speculative  trading of futures interests.  The market  sensitive

instruments  held  by  the Partnership are  acquired  solely  for

speculative   trading  purposes  and,  as  a   result,   all   or

substantially all of the Partnership's assets are subject to  the

risk  of trading loss.  Unlike an operating company, the risk  of

market sensitive instruments is integral, not incidental, to  the

Partnership's primary business activities.



The  futures interests traded by the Partnership involve  varying

degrees  of  related  market risk.  Such  market  risk  is  often

dependent  upon  changes in the level or volatility  of  interest

rates,   exchange  rates,  and/or  market  values  of   financial

instruments and commodities.  Fluctuations in related market risk

based  upon the aforementioned factors result in frequent changes

in  the  fair  value  of the Partnership's open  positions,  and,

consequently, in its earnings and cash flow.

<PAGE>

The  Partnership's  total market risk is  influenced  by  a  wide

variety  of factors, including the diversification effects  among

the Partnership's existing open positions, the volatility present

within  the  market(s), and the liquidity of the  market(s).   At

varying  times,  each of these factors may act to  exacerbate  or

mute the market risk associated with the Partnership.



The  Partnership's past performance is not necessarily indicative

of  its  future results.  Any attempt at quantifying the Partner-

ship's  market risk must be qualified by the inherent uncertainty

of  its  speculative trading, which may cause future  losses  and

volatility   (i.e.  "risk  of  ruin")  far  in  excess   of   the

Partnership's   experience   to  date   and/or   any   reasonable

expectation premised upon historical changes in the fair value of

its market sensitive instruments.


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.





<PAGE>

The Partnership accounts for open positions on the basis of mark-

to-market accounting principles.  As such, any loss in  the  fair

value  of  the Partnership's open positions is directly reflected

in  the  Partnership's earnings, whether realized or  unrealized,

and  the  Partnership's cash flow, as profits and losses on  open

positions of exchange-traded futures interests are settled  daily

through variation margin.



The  Partnership's  risk exposure in the various  market  sectors

traded  by  the Trading Advisor is estimated below  in  terms  of

Value  at Risk ("VaR"). The VaR model employed by the Partnership

incorporates numerous variables that could impact the fair  value

of   the   Partnership's  trading  portfolio.   The   Partnership

estimates VaR using a model based on historical simulation with a

confidence   level   of  99%.   Historical  simulation   involves

constructing  a  distribution of hypothetical  daily  changes  in

trading  portfolio  value.  The VaR model  generally  takes  into

account linear exposures to price and interest rate risk.  Market

risks  that are incorporated in the VaR model include equity  and

commodity prices, interest rates, foreign exchange rates, as well

as   correlation   that  exists  among  these   variables.    The

hypothetical  changes  in  portfolio value  are  based  on  daily

observed percentage changes in key market indices or other market

factors  ("market  risk  factors")  to  which  the  portfolio  is

sensitive.   In the case of the Partnership's VaR, the historical

observation  period  is approximately four years.   The  Partner-

ship's one-day 99% VaR corresponds to the negative change in



<PAGE>

portfolio value that, based on observed market risk factor moves,

would have been exceeded once in 100 trading days.



VaR models such as the Partnership's are continually evolving  as

trading  portfolios  become more diverse and modeling  techniques

and systems capabilities improve.  It must also be noted that the

VaR  model is used to 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.



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 market category as of June 30, 1999.  As of June 30, 1999, the

Partnership's total capitalization was approximately $23 million.

     Primary Market             June 30, 1999
     Risk Category              Value at Risk

      Commodity                       (1.87)%

     Aggregate Value at Risk        (1.87)%




The  table  above  represents the VaR of the  Partnership's  open

positions   at  June  30,  1999  only  and  is  not   necessarily

representative  of  either the historic  or  future  risk  of  an

investment  in  the  Partnership.   As  the  Partnership's   sole

business   is  the  speculative  trading  of  primarily   futures

interests, the composition of its portfolio of open positions can

change significantly over any given time period or even within a



<PAGE>

single  trading  day.   Such  changes  in  open  positions  could

materially   impact  market  risk  as  measured  by  VaR   either

positively or negatively.



The table below supplements the quarter end VaR by presenting the

Partnership's high, low and average VaR as a percentage of  total

Net Assets for the four quarterly reporting periods from July  1,

1998 through June 30, 1999.

Primary Market Risk Category        High       Low     Average

Commodity                           (1.89)%   (1.78)%   (1.85)%

Aggregate Value at Risk             (1.89)%   (1.78)%   (1.85)%

Limitations on Value at Risk as an Assessment of Market Risk

The  face  value  of the market sector instruments  held  by  the

Partnership  is  typically  many  times  the  applicable   margin

requirements, as such margin requirements generally range between

2%  and 15% of contract face value.  Additionally, due to the use

of leverage, the face value of the market sector instruments held

by   the   Partnership  is  typically  many   times   the   total

capitalization  of the Partnership.  The financial  magnitude  of

the  Partnership's open positions thus creates a   "risk of ruin"

not  typically found in other investment vehicles.   Due  to  the

relative  size  of the positions held, certain market  conditions

may  cause  the Partnership to incur losses greatly in excess  of

VaR within a short period of time.  The foregoing VaR tables,  as

well  as  the  past  performance of  the  Partnership,  gives  no

indication of such "risk of ruin". In addition, VaR risk measures



<PAGE>

should  be interpreted in light of the methodology's limitations,

which  include the following: past changes in market risk factors

will  not  always yield accurate predictions of the distributions

and correlations of future market movements; changes in portfolio

value  in  response  to  market movements  may  differ  from  the

responses implicit in a VaR model; published VaR results  reflect

past  trading  positions  while future  risk  depends  on  future

positions;  VaR  using  a  one-day time horizon  does  not  fully

capture the market risk of positions that cannot be liquidated or

hedged within one day; and the historical market risk factor data

used  for  VaR  estimation may provide only limited insight  into

losses  that  could  be  incurred under  certain  unusual  market

movements.



The foregoing VaR tables present the results of the Partnership's

VaR  at  June  30,  1999 and for the end of  the  four  quarterly

reporting periods from July 1, 1998 through June 30, 1999.  Since

VaR  is  based  on historical data, VaR should not be  viewed  as

predictive  of the Partnership's future financial performance  or

its  ability  to  manage and monitor risk and  there  can  be  no

assurance  that the Partnership's actual losses on  a  particular

day will not exceed the VaR amounts indicated or that such losses

will not occur more than 1 in 100 trading days.



Non-Trading Risk

The  Partnership has non-trading market risk on its foreign  cash

balances not needed for margin.  However, such balances, as  well

as any market risk they may represent, are immaterial.  The

<PAGE>

Partnership  also maintains a substantial portion  (approximately

89%)  of  its available assets in cash at MS & Co.  A decline  in

short-term  interest  rates  will result  in  a  decline  in  the

Partnership's cash management income. This cash flow risk is  not

considered material.



Materiality,  as used throughout this section,  is  based  on  an

assessment  of  reasonably  possible  market  movements  and  the

potential  losses caused by such movements, taking  into  account

the   leverage,  optionality  and  multiplier  features  of   the

Partnership's market sensitive instruments.



Qualitative Disclosures Regarding Primary Trading Risk Exposures

The following qualitative disclosures regarding the Partnership's

market risk exposures - except for (i) those disclosures that are

statements  of historical fact and (ii) the descriptions  of  how

the  Partnership  manages  its primary market  risk  exposures  -

constitute  forward-looking  statements  within  the  meaning  of

Section  27A  of  the  Securities Act  and  Section  21E  of  the

Securities  Exchange Act.  The Partnership's primary market  risk

exposures  as  well  as the strategies used and  to  be  used  by

Demeter  and the Trading Advisor for managing such exposures  are

subject  to numerous uncertainties, contingencies and risks,  any

one  of which could cause the actual results of the Partnership's

risk  controls to differ materially from the objectives  of  such

strategies.   Government  interventions,  defaults   and   expro-

priations,   illiquid   markets,  the   emergence   of   dominant

fundamental factors, political upheavals, changes in historical

<PAGE>

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 as of June 30, 1999.  It may be anticipated  however,

that market exposures will vary materially over time.

     Commodity.

     Soft Commodities and Agriculturals.  The primary commodities

exposure  in the Partnership is to fluctuations in the  price  of

soft  commodities and agriculturals.  Coffee, sugar, corn,  wheat

and   livestock  accounted  for  the  substantial  bulk  of   the

Partnership's commodities exposure at June 30, 1999.  Supply  and

demand   inequalities,  severe  weather  disruption  and   market

expectations affect price movements in these markets.

     Metals.    The Partnership's primary metals market  exposure

is to fluctuations in the price of gold and silver.  Although the

Trading  Advisor will, from time to time, trade base metals  such

as  nickel,  copper,  aluminum and  zinc,  the  principal  market

exposures  of the Partnership have consistently been in  precious

metals, gold and silver (and, to a much lesser extent, platinum).

The  Trading Advisor's gold trading has been increasingly limited

due  to  the long-lasting and mainly non-volatile decline in  the

price  of gold over the last 10-15 years.  However, silver prices

<PAGE>                                                       have

remained volatile over this period, and the Trading Advisor  has,

from  time  to  time, taken substantial positions  as  they  have

perceived  market opportunities to develop.  Demeter  anticipates

that  gold  and  silver  will remain the  primary  metals  market

exposure for the Partnership.

     Energy.  On June 30, 1999, the Partnership's energy exposure

was  shared  by  futures contracts in the  oil  and  natural  gas

markets.   Price movements in these markets result from political

developments  in  the  Middle East, weather patterns,  and  other

economic  fundamentals.  As oil prices have  broken  out  of  low

price  ranges  achieved in 1998, it is possible  that  volatility

will  increase as well.  Significant profits and losses have been

and  are  expected to continue to be experienced in this  market.

Natural gas, also a primary energy market exposure, has exhibited

more  volatility than the oil markets on an intra-day  and  daily

basis and is expected to continue in this choppy pattern.



Qualitative Disclosures Regarding Means of Managing Risk Exposure

The  means  by  which  the Partnership and the  Trading  Advisor,

severally,  attempt to manage the risk of the Partnership's  open

positions  are  essentially the same  in  all  market  categories

traded.   Demeter  attempts  to manage the  Partnership's  market

exposure  by  (i)  diversifying the  Partnership's  assets  among

different  market  sectors  and  trading  approaches,  and  (ii),

monitoring  the  performance of the Trading Advisor  on  a  daily

basis.    In    addition,   the   Trading   Advisor   establishes

diversification guidelines, often set in terms of the maximum

<PAGE>

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,  which  is  the   only   Partnership

investment directed by Demeter, rather than the Trading Advisor.













































<PAGE>

                   PART II.  OTHER INFORMATION



Item 1.   LEGAL PROCEEDINGS

The  following supplements Legal Proceedings previously disclosed

in the Partnership's 1998 Form 10-K:



With   respect   to  the  plaintiff's  consolidated   action   in

California, on July 1, 1999, the Superior Court of the  State  of

California, ruling from the bench, denied the plaintiffs'  motion

to have their lawsuit certified as a class action, stating, among

other  things,  that plaintiffs' lawsuit did not  present  common

questions of fact.



Item 6.   Exhibits and Reports on Form 8-K

          (A)  Exhibits - None.

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


























<PAGE>






                           SIGNATURE



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




                            Morgan Stanley Tangible Asset
                             Fund L.P.(Registrant)

                            By: Demeter Management Corporation
                               (General Partner)


August 13, 1999             By:  /s/ Lewis A. Raibley, III
                                     Lewis A. Raibley, III
                                     Director and 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.