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

	FORM 10-Q



[X]	Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended March 31, 2002 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 0-24035

	MORGAN STANLEY SPECTRUM COMMODITY 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.)


Demeter Management Corporation
c/o Managed Futures Department,
825 Third Ave., 8th Floor, New York, NY  		   	  10022
(Address of principal executive offices)	  	     (Zip Code)

Registrant's telephone number, including area code (201) 876-4647




(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 SPECTRUM COMMODITY L.P.

	INDEX TO QUARTERLY REPORT ON FORM 10-Q

	March 31, 2002


<caption>


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

				<c>
		Statements of Financial Condition as of March 31, 2002
 		(Unaudited) and December 31, 2001..........................2

		Statements of Operations for the Quarters Ended
		March 31, 2002 and 2001 (Unaudited)........................3

		Statements of Changes in Partners' Capital for the
	  Quarters Ended 	March 31, 2002 and 2001 (Unaudited).........4

		Statements of Cash Flows for the Quarters Ended
		March 31, 2002 and 2001 (Unaudited) .......................5

		Notes to Financial Statements (Unaudited)...............6-10

Item 2.	Management's Discussion and Analysis of
			Financial Condition and Results of Operations.......11-15

Item 3.	Quantitative and Qualitative Disclosures about
			Market Risk.........................................16-25

Part II. OTHER INFORMATION

Item 1.	Legal Proceedings..................................... 26

Item 2.	Changes in Securities and Use of Proceeds...........26-28

Item 6.	Exhibits and Reports on Form 8-K....................29-30




</table>





<page>
<table>
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

	MORGAN STANLEY SPECTRUM COMMODITY L.P.
	STATEMENTS OF FINANCIAL CONDITION
<caption>
	  March 31,	     December 31,
                 2002      	    2001
	   $	   $
	  (Unaudited)
ASSETS

	<c>	<c>
Equity in futures interests trading accounts:
	Cash	13,082,128	12,980,361

	Net unrealized gain on open contracts (MS & Co.)	391,068	289,317
	Net unrealized gain on open contracts (MSIL)	       14,915	       77,762

	Total net unrealized gain on open contracts	     405,983	   367,079

	   Total Trading Equity	13,488,111	13,347,440

Subscriptions receivable	189,565	  108,050
Interest receivable (Morgan Stanley DW)	       15,734	        17,129

	   Total Assets	 13,693,410	    13,472,619

LIABILITIES AND PARTNERS' CAPITAL

Liabilities

	Redemptions payable	160,143	417,678
	Accrued brokerage fees (Morgan Stanley DW and
	  MS & Co.)	48,641	52,001
	Accrued management fees (MSCM)	        26,436	      28,261

	   Total Liabilities	      235,220	   497,940

Partners' Capital

	Limited Partners (2,160,560.886 and
	  2,180,009.505 Units, respectively)	13,193,200	12,721,444
	General Partner (43,395.648 Units)	        264,990	     253,235

	Total Partners' Capital	  13,458,190	 12,974,679

	  Total Liabilities and Partners' Capital	   13,693,410	   13,472,619


NET ASSET VALUE PER UNIT	             6.11	            5.84
<fn>

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

<page>
<table>

MORGAN STANLEY SPECTRUM COMMODITY L.P.
	STATEMENTS OF OPERATIONS
(Unaudited)



<caption>


	     For the Quarters Ended March 31,

	      2002   	   2001
	     $	   $
REVENUES

			<c>	<c>
	Trading profit (loss):
		Realized	735,028	(1,270,742)
		Net change in unrealized	      38,904	     (971,435)

			Total Trading Results 	773,932	(2,242,177)

	Interest Income (Morgan Stanley DW)	      45,212	     215,453

			Total  	    819,144	  (2,026,724)


EXPENSES

	Brokerage fees (Morgan Stanley DW and
	    MS & Co.)	146,560	220,992
	Management fees (MSCM)	      79,652	     120,104


			Total 	    226,212	     341,096


NET INCOME (LOSS)	    592,932	  (2,367,820)


NET INCOME (LOSS) ALLOCATION

		Limited Partners	581,177	(2,327,046)
		General Partner	11,755	(40,774)


NET INCOME (LOSS) PER UNIT

		Limited Partners	0.27	(0.94)
		General Partner	0.27	(0.94)


<fn>

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

	MORGAN STANLEY SPECTRUM COMMODITY L.P.
	STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
	For the Quarters Ended March 31, 2002 and 2001
	(Unaudited)



<caption>

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


	<c>	<c>	<c>	<c>
Partners' Capital,
   December 31, 2000	2,573,788.319	19,859,397	340,584	20,199,981

Offering of Units	 57,432.662	419,478	- 		419,478

Net Loss	-		(2,327,046)	(40,774)	(2,367,820)

Redemptions	   (181,107.108)	(1,324,413)	      -    	(1,324,413)

Partners' Capital,
   March 31, 2001	  2,450,113.873	16,627,416	299,810	16,927,226





Partners' Capital,
	December 31, 2001	2,223,405.153	12,721,444	253,235	12,974,679

Offering of Units	74,968.867	441,835	-		441,835

Net Income	-	581,177	11,755	592,932

Redemptions	    (94,417.486)          (551,256)	          -   	    (551,256)

Partners' Capital,
	March 31, 2002	 2,203,956.534	 13,193,200	  264,990	13,458,190







<fn>


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

<page>
<table>
	MORGAN STANLEY SPECTRUM COMMODITY L.P.
	STATEMENTS OF CASH FLOWS
(Unaudited)



<caption>


	    For the Quarters Ended March 31,

	      2002     	      2001
	      $	      $


CASH FLOWS FROM OPERATING ACTIVITIES

			<c>	<c>
Net income (loss)	592,932	(2,367,820)
Noncash item included in net income (loss):
		Net change in unrealized	(38,904)	971,435

Decrease in operating assets:
		Interest receivable (Morgan Stanley DW)	1,395	24,177

Decrease in operating liabilities:
		Accrued brokerage fees (Morgan Stanley DW and
		  MS & Co.)	 (3,360)		(6,856)
		Accrued management fees (MSCM)	     (1,825)	        (3,726)

Net cash provided by (used for) operating activities	   550,238	 (1,382,790)


CASH FLOWS FROM FINANCING ACTIVITIES

Offering of Units	441,835	419,478
Increase (decrease) in subscriptions receivable	(81,515)		92,651
Decrease in redemptions payable	(257,535)		(121,300)
Redemptions of Units	    (551,256)		(1,324,413)

Net cash used for financing activities	    (448,471)	  	   (933,584)

Net increase (decrease) in cash	101,767	(2,316,374)

Balance at beginning of period	 12,980,361	 20,529,979

Balance at end of period	 13,082,128	 18,213,605



<fn>


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


<page>
MORGAN STANLEY SPECTRUM COMMODITY L.P.
NOTES TO FINANCIAL STATEMENTS

March 31, 2002

(Unaudited)


The unaudited financial statements contained herein include, in
the opinion of management, all adjustments necessary for a fair
presentation of the results of operations and financial condition
of Morgan Stanley Spectrum Commodity L.P. (the "Partnership").
The financial statements and condensed notes herein should be read
in conjunction with the Partnership's December 31, 2001 Annual
Report on Form 10-K.

1.  Organization
Morgan Stanley Spectrum Commodity L.P. is a Delaware limited
partnership organized to engage primarily in the speculative
trading of futures contracts, options on futures contracts, and
forward contracts in metals, energy, and agricultural products.
The Partnership is one of the Morgan Stanley Spectrum Series of
funds, comprised of the Partnership, Morgan Stanley Spectrum
Currency L.P., Morgan Stanley Spectrum Global Balanced L.P.,
Morgan Stanley Spectrum Select L.P., Morgan Stanley Spectrum
Strategic L.P., and Morgan Stanley Spectrum Technical L.P.




<page>
MORGAN STANLEY SPECTRUM COMMODITY L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)


The general partner is Demeter Management Corporation ("Demeter").
The non-clearing commodity broker is Morgan Stanley DW Inc.
("Morgan Stanley DW").  The clearing commodity brokers are Morgan
Stanley & Co., Incorporated ("MS & Co.") and Morgan Stanley & Co.
International Limited ("MSIL").  The trading advisor is Morgan
Stanley Commodities Management, Inc. ("MSCM" or the "Trading
Advisor").  Demeter, Morgan Stanley DW, MS & Co., MSIL, and MSCM
are wholly-owned subsidiaries of Morgan Stanley Dean Witter & Co.

2.  Related Party Transactions
The Partnership's cash is on deposit with Morgan Stanley DW, MS &
Co., and MSIL in futures, forwards, and options trading accounts
to meet margin requirements as needed.  Morgan Stanley DW pays
interest on these funds based on a prevailing rate on U.S.
Treasury bills.  The Partnership pays brokerage fees to Morgan
Stanley DW and MS & Co., and management fees and incentive fees
(if applicable) to MSCM.

3.  Financial Instruments
The Partnership trades futures contracts, options on futures
contracts, 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

<page>
MORGAN STANLEY SPECTRUM COMMODITY L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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 Partnership accounts for its derivative investments in
accordance with the provisions of Statement of Financial
Accounting Standard No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS No. 133").  SFAS No.
133 defines a derivative as a financial instrument or other
contract that has all three of the following characteristics:

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

Generally derivatives include futures, forward, swaps or options
contracts, and other financial instruments with similar
characteristics such as caps, floors and collars.
<page>
MORGAN STANLEY SPECTRUM COMMODITY L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

The net unrealized gains on open contracts, reported as a
component of "Equity in futures interests trading accounts" on the
statements of financial condition, and their longest maturities
were as follows:

	Net Unrealized Gains
	on Open Contracts 			Longest Maturities

	Exchange-	Off-Exchange-		Exchange-	Off-Exchange-
Date	Traded	Traded	Total	Traded	Traded
	$	$	$
Mar. 31, 2002	405,983	-	405,983	Dec. 2002	-
Dec. 31, 2001	367,079	-	367,079	Dec. 2002	-

The Partnership has 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.

The Partnership also has credit risk because Morgan Stanley DW, MS
& Co., and MSIL act as the futures commission merchants or the
counterparties, with respect to most of the Partnership's assets.
Exchange-traded futures and futures-styled options contracts are
marked to market on a daily basis, with variations in value
settled on a daily basis.  Each of Morgan Stanley DW, MS & Co.,
and MSIL, as a futures commission merchant for the Partnership's

<page>
MORGAN STANLEY SPECTRUM COMMODITY L.P.
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)

exchange-traded futures and futures-styled options contracts, are
required, pursuant to regulations of the Commodity Futures Trading
Commission ("CFTC"), to segregate from their own assets, and for
the sole benefit of their commodity customers, all funds held by
them with respect to exchange-traded futures and futures-styled
options contracts, including an amount equal to the net unrealized
gains on all open futures and futures-styled options contracts,
which funds, in the aggregate, totaled $13,488,111 and $13,347,440
at March 31, 2002 and December 31, 2001, respectively.





























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


Liquidity - The Partnership deposits its assets with Morgan
Stanley DW as non-clearing broker and MS & Co. and MSIL as
clearing brokers in separate futures, forwards, and options
trading accounts established for the Trading Advisor, which assets
are used as margin to engage in 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.  The Partnership's assets held by the
commodity brokers may be used as margin solely for the
Partnership's trading.  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

<page>
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
from promptly liquidating its futures or options contracts and
result in restrictions on redemptions.

The Partnership has never had illiquidity affect a material
portion of its assets.

Capital Resources.  The Partnership does not have, nor expect to
have, any capital assets.  Redemptions, exchanges, and sales of
additional units of limited partnership interest ("Unit(s)") in
the future will affect the amount of funds available for
investment in futures, forwards and options in subsequent periods.
It is not possible to estimate the amount and therefore, the
impact of future redemptions of Units.

Results of Operations
General.  The Partnership's results depend on the Trading Advisor
and the ability of the Trading Advisor's trading programs to take
advantage of price movements or other profit opportunities in the
futures, forwards, and options markets.  The following presents a
summary of the Partnership's operations for the three month
periods ended March 31, 2002 and 2001, and a general discussion of
its trading activities during each period.  It is important to

<page>
note, however, that the Trading Advisor trades in various markets
at different times and that prior activity in a particular market
does not mean that such market will be actively traded by the
Trading Advisor or will be profitable in the future.
Consequently, the results of operations of the Partnership are
difficult to discuss other than in the context of the Trading
Advisor's trading activities on behalf of the Partnership and how
the Partnership has performed in the past.

For the Quarter Ended March 31, 2002
For the quarter ended March 31, 2002, the Partnership recorded
total trading revenues, including interest income, of 819,144 and
posted an increase in net asset value per Unit.  The most
significant gains of approximately 3.2% were recorded in the
energy markets primarily during February and March from long
positions in natural gas futures as prices climbed higher amid a
decline in supplies and weather-related factors in the U.S.
northeast.  In the metals markets, profits of approximately 2.8%
were recorded primarily during early February from long positions
in silver and gold futures as prices moved higher following a drop
in equity prices and concerns regarding accounting practices.
During March, additional gains were recorded from long copper
futures positions as prices moved higher in anticipation of
increased demand amid an economic turnaround.  In the agricultural
commodities markets, gains of approximately 0.1% were produced


<page>
primarily during March from long positions in cocoa futures as
prices moved higher on technically-based factors.  Total expenses
for the three months ended March 31, 2002 were $226,212, resulting
in net income of $592,932.  The net asset value of a Unit
increased from $5.84 at December 31, 2001 to $6.11 at March 31,
2002.

For the Quarter Ended March 31, 2001
For the quarter ended March 31, 2001, the Partnership recorded
total trading losses, net of interest income, of $2,026,724 and
posted a decrease in net asset value per Unit.  The most
significant losses of approximately 4.0% were experienced
primarily during January and March in the agricultural markets
from long corn, wheat and soybean meal futures positions as
prices moved lower due to favorable South American weather and on
U.S. economic woes.  In the metals markets, losses of
approximately 3.7% were recorded primarily during February and
March from long positions in copper and aluminum futures as
prices moved lower pressured by the decline in the U.S. equity
market and concerns over demand.  In the energy markets, losses
of approximately 3.1% were recorded throughout a majority of the
quarter from long positions in natural gas futures as prices
reversed their sharp upward trend amid bearish inventory data and



<page>
forecasts for warmer weather.  In soft commodities, losses of
approximately 0.9% were incurred throughout a majority of the
quarter from long cotton futures positions as prices moved lower
on weak export sales and low demand.  Offsetting gains were
recorded in the soft commodities markets from long positions in
cocoa futures as prices increased on concerns over falling
production and tight supplies in Africa's Ivory Coast region.
Total expenses for the three months ended March 31, 2001 were
$341,096, resulting in a net loss of $2,367,820.  The net asset
value of a Unit decreased from $7.85 at December 31, 2000 to
$6.91 at March 31, 2001.





























<page>

Item 3. 	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
        RISK

Introduction
The Partnership is a commodity pool engaged primarily in the
speculative trading of futures, forwards, and options.  The
market-sensitive instruments held by the Partnership are acquired
for speculative trading purposes only and, as a result, all or
substantially all of the Partnership's assets are at risk of
trading loss.  Unlike an operating company, the risk of market-
sensitive instruments is central, not incidental, to the
Partnership's main business activities.

The futures, forwards, and options traded by the Partnership
involve varying degrees of related market risk.  Market risk is
often dependent upon changes in the level or volatility of
interest rates, exchange rates, and prices of financial
instruments and commodities.  Fluctuations in market risk based
upon these factors result in frequent changes in the fair value
of the Partnership's open positions, and, consequently, in its
earnings and cash flow.

The Partnership's total market risk is influenced by a wide
variety of factors, including the diversification among the
Partnership's open positions, the volatility present within the
markets, and the liquidity of the markets.  At different times,

<page>
each of these factors may act to increase or decrease the market
risk associated with the Partnership.

The Partnership's past performance is not necessarily indicative
of its future results.  Any attempt to numerically quantify the
Partnership's market risk is limited by the uncertainty of its
speculative trading.  The Partnership's speculative trading may
cause future losses and volatility (i.e., "risk of ruin") that
far exceed the Partnership's experiences to date or any
reasonable expectations based upon historical changes in market
value.

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

<page>
the Partnership's open positions is directly reflected in the
Partnership's earnings, whether realized or unrealized, and its
cash flow.  Profits and losses on open positions of exchange-
traded futures, forwards, and options are settled daily through
variation margin.

The Partnership's risk exposure in the market sectors traded by
the Trading Advisor is estimated below in terms of Value at Risk
("VaR"). The VaR model used by the Partnership includes many
variables that could change the market value of the Partnership's
trading portfolio.  The Partnership estimates VaR using a model
based upon historical simulation with a confidence level of 99%.
Historical simulation involves constructing a distribution of
hypothetical daily changes in the value of a trading portfolio.
The VaR model 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, 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 historical observation period of the Partner-
ship's VaR is approximately four years.  The one-day 99%
confidence level of the Partnership's VaR corresponds to the
negative change in portfolio value that, based on observed market

<page>
risk factors, would have been exceeded once in 100 trading days.
VaR models, including the Partnership's, are continuously
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.

The Partnership's Value at Risk in Different Market Sectors
The following table indicates the VaR associated with the
Partnership's open positions as a percentage of total net assets
by primary market risk category at March 31, 2002 and 2001. At
March 31, 2002 and 2001, the Partnership's total capitalization
was approximately $13 million and $17 million, respectively.

	Primary Market          March 31, 2002	   March 31, 2001
     Risk Category	  	     Value at Risk	    Value at Risk

	Commodity		  			(1.74)% 		  (1.57)%

The table above represents the VaR of the Partnership's open
positions at March 31, 2002 and 2001 only and is not necessarily
representative of either the historic or future risk of an
investment in the Partnership. Because the Partnership's only
business is the speculative trading of futures, forwards, and
options, the composition of its trading portfolio can change

<page>
significantly over any given time period, or even within a single
trading day. Any changes in open positions could positively or
negatively materially impact market risk as measured by VaR.

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
April 1, 2001 through March 31, 2002.

Primary Market Risk Category        High      Low      Average
Commodity   	(1.74)%	(1.55)%	(1.61)%


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.  Margin requirements generally range between 2% and
15% of contract face value. Additionally, the use of leverage
causes the face value of the market sector instruments held by the
Partnership to typically be many times the total capitalization of
the Partnership.  The value of the Partnership's open positions
thus creates a "risk of ruin" not typically found in other
investments.  The relative size of the positions held may cause
the Partnership to incur losses greatly in excess of VaR within a
short period of time, given the effects of the leverage employed
and market volatility.  The VaR tables above, as well as the past
performance of the Partnership, give no indication of such "risk

<page>
of ruin". In addition, VaR risk measures should be viewed in light
of the methodology's limitations, which include 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 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 VaR tables above present the results of the Partnership's VaR
for its market risk exposures at March 31, 2002 and 2001, and for
the end of the four quarterly reporting periods from April 1, 2001
through March 31, 2002.  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 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

<page>
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 not needed for margin.  These balances and any market
risk they may represent are immaterial.

At March 31, 2002, the Partnership's cash balance at Morgan
Stanley DW was approximately 93% of its total net asset value.  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 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


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

The following were the primary trading risk exposures of the
Partnership at March 31, 2002, by market sector.  It may be
anticipated, however, that these market exposures will vary
materially over time.

Commodity
Soft Commodities and Agriculturals.  At March 31, 2002, the

<page>
Partnership had exposure to the markets that comprise these
sectors.  Most of the exposure was to cocoa, coffee, wheat
and corn markets. Supply and demand inequalities, severe
weather disruption, and market expectations affect price
movements in these markets.

Metals.  The Partnership's metals exposure at March 31, 2002
was to fluctuations in the price of precious metals, such as
gold, silver, and to a lesser extent platinum, and base
metals, such as copper, aluminum, nickel, zinc and lead.
Economic forces, supply and demand inequalities,
geopolitical factors and market expectations influence price
movements in these markets.  The Trading Advisor has, from
time to time, taken positions when market opportunities
develop.  Demeter anticipates that the Partnership will
continue to be exposed to the precious and base metals
markets.

Energy.  At March 31, 2002, the Partnership's energy
exposure was shared primarily by futures contracts in crude
oil and its related products, and natural gas. Price
movements in these markets result from political
developments in the Middle East, weather patterns, and other
economic fundamentals.  It is possible that volatility will
remain high.  Significant profits and losses, which have

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been experienced in the past, are expected to continue to be
experienced in these markets.  Natural gas has exhibited
volatility in prices resulting from weather patterns and
supply and demand factors and may continue in this choppy
pattern.

Qualitative Disclosures Regarding Non-Trading Risk Exposure
At March 31, 2002 there was no non-trading risk exposure because
the Partnership did not have any foreign currency balances.

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

Demeter monitors and controls the risk of the Partnership's non-
trading instrument, cash.  Cash is the only Partnership investment
directed by Demeter, rather than the Trading Advisor.

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PART II.  OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS
None.

Item 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS
The Partnership registered 5,000,000 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 and Morgan Stanley DW
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 Morgan Stanley
DW.

The offering originally commenced on November 10, 1997 with
5,000,000 Units registered and 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,

<page>

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 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 offering price of the three subsequent 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, respectively).

Subsequent to these closings, the remaining unsold Units were de-
registered.

In conjunction with becoming part of the Spectrum Series on March
7, 2000, the Partnership registered an additional 7,000,000 Units
pursuant to another Registration Statement on Form S-1, which

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became effective on March 6, 2000 (SEC File Number 333-90483).
As part of the Spectrum Series, Units of the Partnership are now
sold monthly on a continuous basis at a price equal to 100% of
the net asset value per Unit at the close of business on the last
day of each month.

Through March 31, 2002, 4,835,241.333 Units were sold, leaving
6,360,252.299 Units unsold.  The aggregate price of Units sold
through March 31, 2002 was $45,631,394.

Since no expenses are chargeable against proceeds, 100% of the
proceeds of the offering have been applied to the working capital
of the Partnership for use in accordance with the "Use of
Proceeds" section of the prospectus and the supplement.












<page>
Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

(A)	Exhibits

3.01	Form of Amended and Restated Limited Partnership
Agreement of the Partnership is incorporated by reference
to Exhibit A of the Partnership's Prospectus, dated April
30, 2002, filed with the Securities and Exchange
Commission pursuant to Rule 424(b)(3) under the
Securities Act of 1933 on May 8, 2002.
3.02	Certificate of Limited Partnership, dated July 31, 1997,
is incorporated by reference to Exhibit 3.02 of the
Partnership's Registration Statement on Form S-1 (File
No. 333-33975) filed with the Securities and Exchange
Commission on August 20, 1997.
3.03	Amendment of Certificate of Limited Partnership of the
Partnership, dated March 7, 2000, (changing its name from
Morgan Stanley Tangible Asset Fund L.P.), is incorporated
by reference to Exhibit 3.1 of the Partnership's Form 8-K
(File No. 0-24035) filed with the Securities and Exchange
Commission on March 23, 2000.
3.04	Certificate of Amendment of Certificate of Limited
Partnership, dated November 1, 2001 (changing its name
from Morgan Stanley Dean Witter Spectrum Commodity L.P.),
is incorporated by reference to Exhibit 3.01 of the
Partnership's Form 8-K (File No. 0-24035) filed with the
Securities and Exchange Commission on November 1, 2001.
10.05	Form of Subscription and Exchange Agreement and Power of
Attorney to be executed by each purchaser of Units is
incorporated by reference to Exhibit B of the
Partnership's Prospectus dated April 30, 2002, as filed
with the Securities and Exchange Commission pursuant to
Rule 424(b)(3) under the Securities Act of 1933 on May 8,
2002.
10.06	Amended and Restated Escrow Agreement, dated as of March
10, 2000, among the Partnership, Morgan Stanley Spectrum
Select L.P., Morgan Stanley Spectrum Technical L.P.,
Morgan Stanley Spectrum Strategic L.P., Morgan Stanley
Spectrum Global Balanced L.P., Morgan Stanley Spectrum
Currency L.P., Morgan Stanley DW, and The Chase Manhattan
Bank, the escrow agent, is incorporated by reference to
Exhibit 10.06 of the Partnership's Registration Statement
on Form S-1 (File No. 333-90483) filed with the
Securities and Exchange Commission on November 2, 2001.


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10.07	Form of Subscription Agreement Update Form to be executed
by purchasers of Units is incorporated by reference to
Exhibit C of the Partnership's Prospectus dated April 30,
2002, as filed with the Securities and Exchange
Commission pursuant to Rule 424(b)(3) under the
Securities Act of 1933 on May 8, 2002.
10.08	Amended and Restated Management Agreement, dated April 1,
2000, among the Partnership, Demeter, and Morgan Stanley
Commodities Management, Inc. is incorporated by reference
to Exhibit 10.01 of the Partnership's Form 8-K (File No.
0-24035) filed with the Securities and Exchange
Commission on April 25, 2001.
10.08(a)	Amendment to the Amended and Restated Management
Agreement, dated November 30, 2000, among the
Partnership, Demeter and Morgan Stanley Commodities
Management, Inc. is incorporated by reference to Exhibit
10.02 of the Partnership's Form 8-K (File No. 0-24035)
filed with the Securities and Exchange Commission on
April 25, 2001.
10.11	Amended and Restated Customer Agreement between the
Partnership and Morgan Stanley DW, dated as of March 31,
2000, is incorporated by reference to Exhibit 10.01 of
the Partnership's Form 8-K (File No. 0-24035) filed with
the Securities and Exchange Commission on November 1,
2001.
10.12	Commodity Futures Customer Agreement between MS & Co. and
the Partnership, and acknowledged and agreed to by Morgan
Stanley DW, dated as of June 30, 2000, is incorporated by
reference to Exhibit 10.02 of the Partnership's Form 8-K
(File No. 0-24035) filed with the Securities and Exchange
Commission on November 1, 2001.
10.13	Customer Agreement between the Partnership and MSIL,
dated as of June 30, 2000, is incorporated by reference
to Exhibit 10.04 of the Partnership's Form 8-K (File No.
0-24035) filed with the Securities and Exchange
Commission on November 1, 2001.
10.14	Securities Account Control Agreement among the
Partnership, MS & Co., and Morgan Stanley DW, dated as of
June 30, 2000, is incorporated by reference to Exhibit
10.03 of the Partnership's Form 8-K (File No. 0-24035)
filed with the Securities and Exchange Commission on
November 1, 2001.
 (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 Spectrum Commodity L.P.
                        (Registrant)

                        By:   Demeter Management Corporation
                              (General Partner)

May 14, 2002            By:/s/Raymond E. Koch
                              Raymond E. Koch
                              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.