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, 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

                     September 30, 1999

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

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

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

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

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

     Statements of Cash Flows for the Nine Months Ended
     September 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 ...................................19-27

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>
                                   September 30,   December 31,
                                        1999               1998
                                         $              $
                                    (Unaudited)
ASSETS
<S>                                   <C>          <C>
Equity in futures interests trading accounts:
 Cash                               24,365,212   26,519,891
  Net  unrealized  gain  (loss) on  open  contracts       348,578
(635,643)

      Total Trading Equity          24,713,790   25,884,248

 Interest receivable (MS & Co.)         76,463          78,722

      Total Assets                 24,790,253      25,962,970


LIABILITIES AND PARTNERS' CAPITAL

Liabilities

 Redemptions payable                 190,111        895,547
 Accrued brokerage fees (MS & Co. and MSIL)71,682    81,222
 Accrued management fees (MSCM)       49,098         55,632
 Service fees payable (Demeter)       19,639          22,253

      Total Liabilities              330,530      1,054,654

Partners' Capital

 Limited Partners (3,182,296.716 and
 3,745,069.052 Units, respectively)24,130,663    24,622,999
 General Partner (43,395.648 Units)     329,060      285,317

 Total Partners' Capital          24,459,723     24,908,316

  Total  Liabilities and Partners' Capital  24,790,253      25,96
2,970


NET ASSET VALUE PER UNIT                7.58               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 September 30,

                                       1999           1998
                                        $            $
REVENUES
<S>                        <C>               <C>
 Trading profit (loss):
       Realized                        2,955,995      (3,078,390)
Net change in unrealized          (214,540)       676,382

      Total Trading Results      2,741,455    (2,402,008)

    Interest Income (MS & Co.)     221,516          322,281

      Total Revenues             2,962,971     (2,079,727)

EXPENSES

    Brokerage fees (MS & Co. and MSIL)209,073   289,642
      Management   fees   (MSCM)           143,201        198,385
Service fees (Demeter)              57,280            79,354

      Total Expenses               409,554         567,381

NET INCOME (LOSS)                2,553,417     (2,647,108)


NET INCOME (LOSS) ALLOCATION

    Limited Partners             2,519,551   (2,619,316)
    General Partner                 33,866     (27,792)

NET INCOME (LOSS) PER UNIT

    Limited Partners                   .78        (.64)
    General Partner                    .78        (.64)


<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 Nine Months Ended September 30,

                                       1999            1998
                                        $            $
REVENUES
<S>                          <C>             <C>
 Trading profit (loss):
    Realized                     2,926,692    (7,201,840)
    Net change in unrealized       984,221      (892,798)
      Total Trading Results      3,910,913    (8,094,638)
    Interest Income (MS & Co.)     635,611      1,009,087

      Total Revenues             4,546,524     (7,085,551)

EXPENSES

    Brokerage fees (MS & Co. and MSIL) 635,674           909,449
      Management   fees   (MSCM)           435,393        622,910
Service fees (Demeter)             174,157        249,164
      Total Expenses             1,245,224     1,781,523

NET INCOME (LOSS)                3,301,300     (8,867,074)


NET INCOME (LOSS) ALLOCATION

      Limited   Partners               3,257,557      (8,773,399)
General Partner                     43,743       (93,675)

NET INCOME (LOSS) PER UNIT

    Limited Partners                  1.01         (2.25)
    General Partner                   1.01         (2.25)

<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 Nine Months Ended September 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   1,665,202.477                  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





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

Net Income             -         3,257,557  43,743     3,301,300

Redemptions            (562,772.336)    (3,749,893)             -
(3,749,893)

Partners' Capital,
  September 30, 1999 3,225,692.364  $24,130,663  $329,060    $24,
459,723





<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 Nine Months Ended September 30,

                                       1999            1998
                                        $            $
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                            <C>           <C>
 Net income (loss)                3,301,300  (8,867,074)
 Noncash item included in net income (loss):
    Net change in unrealized        (984,221)  892,798

 (Increase) decrease in operating assets:
   Interest receivable (DWR)        2,259    (101,935)

 Increase (decrease) in operating liabilities:
      Accrued  brokerage  fees  (MS  &  Co.  and  MSIL)   (9,540)
88,228
      Accrued   management   fees  (MSCM)    (6,534)       60,430
Service fees payable (Demeter)      (2,614)        24,172

  Net cash provided by (used for) operating activities  2,300,650
(7,903,381)


CASH FLOWS FROM FINANCING ACTIVITIES

 Increase (decrease) in redemptions payable(705,436)178,553
 Redemptions of units             (3,749,893) (1,619,412)
 Increase in subscriptions receivable-          (267,800)
 Initial offering                    -       25,736,868
 Offering of units                   -        15,928,355

 Net cash provided by (used for) financing activities (4,455,329)
39,956,564

 Net increase (decrease) in cash  (2,154,679)32,053,183

 Balance at beginning of period  26,519,891             -

 Balance at end of period        24,365,212   32,053,183

<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").  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  $348,578  and

$(635,643)  at  September  30,  1999  and  December   31,   1998,

respectively.



The  $348,578 net unrealized gain on open contracts at  September

30,  1999  and the $635,643 net unrealized loss on open contracts

at  December  31,  1998  were related to exchange-traded  futures

contracts.



Exchange-traded  futures contracts held  by  the  Partnership  at

September 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 $24,713,790 and $25,884,248  at

September 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  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 Nine Months Ended September 30, 1999

For  the  quarter  ended  September  30,  1999,  the  Partnership

recorded  total  trading revenues including  interest  income  of

$2,962,971  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

zinc  futures  as  zinc  prices pushed higher  during  August  on

speculation that consumers were under-hedged and looking to  lock

in  prices  at  current levels. Additional  gains  were  recorded

throughout  a  majority of the quarter from long  copper  futures

positions  as copper prices increased amid improved  demand  from

Asia  and  a  decline  in LME warehouse stocks.   In  the  energy

markets, gains were recorded from long futures positions in crude

oil  and  its refined products, unleaded gas and heating oil,  as

oil  prices climbed higher during August and September due  to  a

perceived tightness in the gasoline market and an announcement by

OPEC  ministers  stating that they would continue  to  adhere  to

agreed  upon output cuts through the first quarter of  2000.   In

the livestock markets, gains were



<PAGE>

recorded  from long positions in feeder cattle futures as  prices

increased  early  in  July on a decline in corn  prices.   During

September, additional gains were recorded from long positions  in

feeder and live cattle futures as cattle prices moved higher  due

to  an increase in cash prices and beef demand.  These gains were

partially  offset by losses recorded in the agricultural  markets

from  long positions in corn futures as prices dropped  in  early

July  on reports of favorable crop weather in the U.S. corn  belt

and  during  September  amid signs that the  crop  suffered  less

damage  than  expected from a dry spell just before  the  harvest

began   in  most  states.   In  soft  commodities,  losses   were

experienced  during July and September from long  coffee  futures

positions  as  prices  slid  lower  due  to  increased  supplies,

diminishing   fears  of  impending  frost  damage  to   Brazilian

plantations and on predictions of record harvests in Brazil  next

year.   Total  expenses for the three months ended September  30,

1999  were  $409,554, resulting in net income of $2,553,417.  The

value of a Unit increased from $6.80 at June 30, 1999 to $7.58 at

September 30, 1999.



For  the  nine  months ended September 30, 1999, the  Partnership

recorded  total  trading revenues including  interest  income  of

$4,546,524  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, unleaded gas and heating oil, as prices climbed  higher

during March following an agreement reached by both OPEC and non-

OPEC  countries  to cut total output beginning  April  1st.   Oil

prices continued to move higher throughout the third quarter due

<PAGE>

to  declining  supplies, increasing demand and adherence  to  the

agreed-upon  output  cuts.   In the metals  markets,  gains  were

recorded  during  April,  June, August and  September  from  long

positions  in nickel, copper and aluminum futures as  base  metal

prices increased due to strong producer demand, tightening supply

levels  and reports that several major copper producers would  be

reducing  production.   In  the  livestock  markets,  gains  were

recorded  from long positions in feeder cattle futures as  prices

increased  early  in  July on a decline in corn  prices.   During

September, additional gains were recorded from long positions  in

feeder and live cattle futures as cattle prices moved higher  due

to  an increase in cash prices and beef demand.  These gains were

partially  offset  by  losses recorded in  the  soft  commodities

markets from long positions in cocoa and coffee futures as prices

in  these markets declined during the first half 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.  During the third quarter, losses

were  experienced  from long coffee futures positions  as  prices

slid  lower  due  to  increased supplies,  diminishing  fears  of

impending   frost   damage  to  Brazilian  plantations   and   on

predictions  of  record harvests in Brazil  next  year.   In  the

agricultural markets, losses were recorded from long positions in

corn,  wheat and soybean futures as grain prices moved  lower  on

concerns regarding Brazil's economic status, higher-than-expected

supply  levels  and on reports of favorable crop weather.   Total

expenses for the nine months ended September 30, 1999 were



<PAGE>

$1,245,224, resulting in net income of $3,301,300.  The value  of

a  Unit  increased from $6.57 at December 31, 1998  to  $7.58  at

September 30, 1999.



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

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

<PAGE>

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 a Unit 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.

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 positions 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

<PAGE>

net  loss  of  $8,867,074.  The value of a  Unit  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

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.



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.





<PAGE>

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

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.




<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 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.



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.





<PAGE>

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.



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.



<PAGE>

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

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.

<PAGE>

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 September 30, 1999.  As of September 30,

1999,  the  Partnership's total capitalization was  approximately

$24 million.

     Primary Market            September 30, 1999
     Risk Category              Value at Risk

      Commodity                     (2.04)%

     Aggregate Value at Risk       (2.04)%

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

positions  at  September  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

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 October

1, 1998 through September 30, 1999.

Primary Market Risk Category        High       Low     Average

Commodity                           (2.04)%    (1.78)%   (1.89)%

Aggregate Value at Risk            (2.04)%    (1.78)%   (1.89)%

<PAGE>
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

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





<PAGE>

losses  that  could  be  incurred under  certain  unusual  market

movements.



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

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

reporting  periods  from October 1, 1998  through  September  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

Partnership  also maintains a substantial portion  (approximately

91%)  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.

<PAGE>

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

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 September 30, 1999, by market sector.   It  may

be  anticipated  however, that these market exposures  will  vary

materially over time.



     <PAGE>
     Commodity.
     Metals.  The Partnership's primary metals market exposure is

to  fluctuations  in  the price of gold and  silver.   While  the

Partnership  will, from time to time, trade base metals  such  as

copper, nickel, 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).   A

significant amount of exposure was evident in the gold market  as

the  price  of  gold  increased  dramatically  following  bullish

comments  by the European Central Bank.  Silver prices have  also

been volatile over this period, and the Trading Advisor has, from

time  to time, taken substantial positions when perceived  market

opportunities  developed.   Demeter  anticipates  that  gold  and

silver  will  remain the primary metals market exposure  for  the

Partnership.

     Energy.   On  September  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 increased about

100%  this  year, and, given that the agreement by  OPEC  to  cut

production  is  approaching  expiration  in  March  2000,  it  is

possible   that   volatility  will  remain  on  the   high   end.

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

     <PAGE>

     the  oil  markets  on an intra-day and daily  basis  and  is

expected to continue in this choppy pattern.

     Soft  Commodities and Agriculturals.  On September 30, 1999,

the  Partnership  had  a reasonable amount  of  exposure  in  the

markets  that  comprise  these sectors.  Most  of  the  exposure,

however,  was in the coffee, corn and sugar markets.  Supply  and

demand   inequalities,  severe  weather  disruption  and   market

expectations affect price movements in these markets.


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

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:



In  the  New  York  action, the motion  to  dismiss  the  amended

complaint  with prejudice has been fully briefed and  argued  and

the Dean Witter Parties are awaiting the New York Supreme Court's

decision.



In  the  California action, on September 24, 1999,  the  Superior

Court in the State of California entered an order dismissing  the

consolidated amended complaint without prejudice on consent.




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)


November 12, 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.