THIS DOCUMENT IS A COPY OF THE FORM 10-K FILED ON APRIL 1, 1999
              PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION

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

                                    FORM 10-K


[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 [No Fee Required] For the year ended December 31, 1998 or

[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 [No Fee Required] For the transition  period from  _______________to
______________________

Commission File Number 0-24035

                     MORGAN STANLEY TANGIBLE ASSET FUND L.P.

  (Exact name of registrant as specified in its Limited Partnership Agreement)

           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, - 62nd Flr., New York, N.Y.            10048         
---------------------------------------------------         ----------
(Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code         (212) 392-5454    
                                                           --------------
Securities registered pursuant to Section 12(b) of the Act:

                                         Name of each exchange
Title of each class                      on which registered
        None                                    None            
-------------------                      -------------------

Securities registered pursuant to Section 12(g) of the Act:

                      Units of Limited Partnership Interest
--------------------------------------------------------------------------------
                                (Title of Class)

         Indicate by check-mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ___

         Indicate by check-mark if disclosure of delinquent  filers  pursuant to
Item 405 of  Regulation  S-K (section  229.405 of this chapter) is not contained
herein,  and will not be contained,  to the best of registrant's  knowledge,  in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment of this Form 10-K. [X]

State the aggregate  market value of the Units of Limited  Partnership  Interest
held by  non-affiliates  of the registrant.  The aggregate market value shall be
computed by reference to the price at which units were sold,  or the average bid
and asked prices of such units,  as of a specified  date within 60 days prior to
the date of filing: $24,230,596.77 at January 31, 1999.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                  (See Page 1)


<PAGE>



                     MORGAN STANLEY TANGIBLE ASSET FUND L.P.
                       INDEX TO ANNUAL REPORT ON FORM 10-K
                                DECEMBER 31, 1998



                                                                       Page No.

DOCUMENTS INCORPORATED BY REFERENCE. . . . . . . . . . . . . . . . . .      1

Part I.

     Item      1.  Business. . . . . . . . . . . . . . . . . . . . . .    2-4

     Item      2.  Properties. . . . . . . . . . . . . . . . . . . . .      4

     Item      3.  Legal Proceedings . . . . . . . . . . . . . . . . .    4-6

     Item      4.  Submission of Matters to a Vote of Security
                   Holders . . . . . . . . . . . . . . . . . . . . . .      6

Part II.

     Item      5.  Market for the Registrant's Partnership Units
                   and Related Security Holder Matters . . . . . . . .    7-8

     Item      6.  Selected Financial Data . . . . . . . . . . . . . .      9

     Item      7.  Management's Discussion and Analysis of Financial
                   Condition and Results of Operations. . . . .  . . .  10-17

     Item      7A. Quantitative and Qualitative Disclosures About
                   Market Risk . . . . . . . . . . . . . . . . . . . .     18

     Item      8.  Financial Statements and Supplementary Data . . . .     18

     Item      9.  Changes in and Disagreements with Accountants on
                   Accounting and Financial Disclosure . . . . . . . .     18

Part III.

     Item     10.  Directors, Executive Officers, Promoters and
                   Control Persons of the Registrant . . . . . . . . .  19-22

     Item     11.  Executive Compensation. . . . . . . . . . . . . . .     22

     Item     12.  Security Ownership of Certain Beneficial Owners
                   and Management. . . . . . . . . . . . . . . . . . .     22

     Item     13.  Certain Relationships and Related Transactions. . .     23


Part IV.

     Item     14.  Exhibits, Financial Statement Schedules, and
                   Reports on Form 8-K . . . . . . . . . . . . . . . .     24



<PAGE>


                       DOCUMENTS INCORPORATED BY REFERENCE


Portions of the following documents are incorporated by reference as follows:



         Documents Incorporated                        Part of Form 10-K
         ----------------------                        -----------------

          Partnership's Prospectus dated
          November 10, 1997                                    I

          Annual Report to Morgan Stanley
          Tangible Asset Fund L.P. Limited
          Partners for the year ended
          December 31, 1998                               II, III and IV
























                                      - 1 -
<PAGE>

                                     PART I
Item 1.  BUSINESS

         (a) General Development of Business. Morgan Stanley Tangible Asset Fund
L.P. (the "Partnership") is a Delaware limited  partnership  organized to engage
primarily in  speculative  trading of futures  contracts  in metals,  energy and
agricultural  markets,  (collectively,  "futures  interests").  The  Partnership
commenced  operations on January 2, 1998. 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").  The selling agent is Dean Witter Reynolds Inc.  ("DWR").  MSCM, DWR,
the Commodity  Brokers and Demeter are all  wholly-owned  subsidiaries of Morgan
Stanley Dean Witter & Co. ("MSDW").

     The Partnership  registered 5,000,000 Units of Limited Partnership Interest
("Units")  pursuant  to a  Registration  Statement  on Form S-1 (SEC File number
333-33975),   which  became   effective  on  November  10,  1997.  The  managing
underwriter for the Partnership is DWR.

         Units were sold at the initial closing on January 2, 1998 (the "Initial
Offering").  After the Initial Offering,  Units were sold at three closings held
on February 2, March 2 and April 1, 1998, at a price

                                      - 2 -

<PAGE>


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  offering  period for unsold  Units was  subsequently  extended  to
October 16, 1998 pursuant to Post Effective  Amendment No. 1 to the Registration
Statement, which became effective on July 10, 1998. The subsequent closings were
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  Partnership's  Net Asset Value per Unit as of December  31, 1998 was
$6.57, representing a decrease of 34.3 percent from the Net Asset Value per Unit
of $10.00 at January 2, 1998  (commencement of operations).  For a more detailed
description of the Partnership's business see subparagraph (c).

         (b)  Financial  Information  about  Industry  Segments.  For  financial
information  reporting  purposes  the  Partnership  is  deemed  to engage in one
industry segment,  the speculative  trading of futures  interests.  The relevant
financial information is presented in Items 6 and 8.

         (c)  Narrative  Description  of  Business.  The  Partnership  is in the
business  of  speculative  trading  of  futures  interests  pursuant  to trading
instructions  provided by the Trading Advisor. For a detailed description of the
different facets of the Partnership's business, see those portions

                                      - 3 -
<PAGE>

of the Partnership's  Prospectus,  dated November 10, 1997, (the  "Prospectus"),
and the corresponding portions of the Prospectus' Supplement dated July 10, 1998
(the  "Supplement")  each incorporated by reference in this Form 10-K, set forth
below.

Facets of Business

         1.  Summary                          1.   "Summary of the Prospectus"
                                                   (Pages 1-10 of the Prospec-
                                                    tus).

         2.  Futures Markets                  2.   "The Futures Markets"
                                                   (Pages 35-38 of the
                                                    Prospectus).

         3.  Partnership's Trading            3.   "Investment Program, Use of
             Arrangements and Policies              Proceeds and Trading Poli- 
                                                    cies" (Pages 26-28 of the
                                                    Prospectus) and "The
                                                    Trading Advisor" (Page
                                                    40-43 of the Prospectus
                                                    and Page S-11 of the
                                                    Supplement).

         4.  Management of the Part-          4.   "The  Management  Agreement"
             nership                                (Pages 45-46 of the
                                                    Prospectus). "The General
                                                    Partner" (Pages 29-31 of the
                                                    Prospectus and Page S-7 of 
                                                    the Supplement)."The 
                                                    Commodity Brokers" (Pages
                                                    43-44 of the Prospectus) and
                                                    "The Limited Partnership
                                                    Agreement" (Pages 47-51 of
                                                    the Prospectus).

         5.  Taxation of the Partnership's     5.  "Material Federal Income
             Limited Partners                       Tax Considerations" and
                                                    "State and Local Income Tax
                                                    Aspects" (Pages 56-64 of the
                                                    Prospectus).

                                      - 4 -
<PAGE>

         (d) Financial  Information  About Foreign and Domestic  Operations  and
Export  Sales.  The  Partnership  has not engaged in any  operations  in foreign
countries;  however,  the Partnership  (through the commodity brokers) trades in
futures interests on foreign exchanges.

Item 2.  PROPERTIES

         The executive and administrative offices are located within the offices
of DWR.  The DWR offices  utilized by the  Partnership  are located at Two World
Trade Center, 62nd Floor, New York, NY 10048.

Item 3.  LEGAL PROCEEDINGS

         On  September  6, 10,  and 20,  1996,  and on March 13,  1997,  similar
purported  class  actions  were  filed in the  Superior  Court  of the  State of
California,  County of Los Angeles,  on behalf of all purchasers of interests in
limited  partnership  commodity pools sold by DWR. Named defendants include DWR,
Demeter, Dean Witter Futures and Currency Management,  Inc. ("DWFCM"), MSDW (all
such parties referred to hereafter as the "Dean Witter Parties"),  certain other
limited partnership commodity pools of which Demeter is the general partner, and
certain trading advisors to those pools. On June 16, 1997, the plaintiffs in the
above actions filed a  consolidated  amended  complaint,  alleging,  among other
things,    that   the   defendants    committed   fraud,    deceit,    negligent
misrepresentation, various violations of the California Corporations

                                      - 5 -
<PAGE>

Code,  intentional and negligent breach of fiduciary duty, fraudulent and unfair
business practices,  unjust enrichment, and conversion in the sale and operation
of the various limited  partnership  commodity  pools.  Similar  purported class
actions were also filed on September  18 and 20, 1996,  in the Supreme  Court of
the State of New York, New York County, and on November 14, 1996 in the Superior
Court of the State of  Delaware,  New Castle  County,  against  the Dean  Witter
Parties and certain trading advisors on behalf of all purchasers of interests in
various  limited  partnership  commodity  pools sold by DWR. A consolidated  and
amended complaint in the action pending in the Supreme Court of the State of New
York was filed on August 13, 1997, alleging that the defendants committed fraud,
breach  of  fiduciary  duty,  and  negligent  misrepresentation  in the sale and
operation of the various limited  partnership  commodity  pools. On December 16,
1997, upon motion of the plaintiffs, the action pending in the Superior Court of
the State of Delaware was voluntarily dismissed without prejudice.  The New York
Supreme  Court  dismisssed  the New York  action in November  1998,  but granted
plaintiffs leave to file an amended complaint,  which they did in early December
1998. The defendants  have filed a motion to dismiss the amended  complaint with
prejudice  on February  1, 1999.  The  complaints  seek  unspecified  amounts of
compensatory  and  punitive  damages  and  other  relief.  It is  possible  that
additional  similar  actions  may be filed  and  that,  in the  course  of these
actions, other parties could be added as

                                      - 6 -
<PAGE>

defendants.  The Dean Witter Parties  believe that they have strong defenses to,
and they will vigorously contest, the actions.  Although the ultimate outcome of
legal  proceedings  cannot be  predicted  with  certainty,  it is the opinion of
management  of the Dean Witter  Parties that the  resolution of the actions will
not have a material adverse effect on the financial  condition or the results of
operations of any of the Dean Witter Parties.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
         None.


























                                      - 7 -

<PAGE>

                                     PART II

Item 5.  MARKET FOR THE  REGISTRANT'S  PARTNERSHIP  UNITS AND  RELATED  SECURITY
         HOLDER MATTERS

         There  is no  established  public  trading  market  for  Units  of  the
Partnership.   The  number  of  holders  of  Units  at  December  31,  1998  was
approximately 3,357. No distributions have been made by the Partnership since it
commenced trading  operations on January 2, 1998. Demeter has sole discretion to
decide  what  distributions,   if  any,  shall  be  made  to  investors  in  the
Partnership. No determination has yet been made as to future distributions.

         The  Partnership  registered  5,000,000  Units of  Limited  Partnership
Interest  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 managing underwriter for the Partnership is DWR.

         The   offering   originally   commenced   on  November  10,  1997  with
4,045,503.483  Units sold  through  April 1, 1998.  The  aggregate  price of the
offering  amount  registered was  $50,000,000  (based upon the initial  offering
price of $10.00  per Unit)  for the  initial  closing  on  January  2, 1998 (the
"Initial  Offering").  After  the  Initial  Offering,  Units  were sold at three
closings held on February 2, March 2 and April 1, 1998, at a price equal to 100%
of the Net Asset  Value per Unit at the close of business on the last day of the
month immediately preceding the closing.

                                      - 8 -

<PAGE>


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).

         The  offering  period for unsold  Units was  subsequently  extended  to
October 16, 1998 pursuant to Post Effective  Amendment No. 1 to the Registration
Statement,  which became  effective on July 10, 1998. An additional  149,990.149
Units  were sold at  subsequent  closings;  held on August  3,  September  1 and
October 1, 1998 at a price  equal to 100% of the Net Asset Value per Unit at the
close of  business  on the  last  day of the  month  immediately  preceding  the
closing.  The aggregate price of the Units sold at the subsequent three closings
was  $1,135,005  (based  upon the Net Asset Value per Unit of $7.85 at August 3,
1998,  $7.23 at September 1, 1998 and $7.75 at October 1, 1998).  Together  with
the Initial Offering the aggregate price of Units sold is $41,235,223.

         Since DWR has paid all expenses of the  offering and no other  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
"Investment  Programs,  Use of  Proceeds  and Trading  Policies"  section of the
Prospectus included as part of the Registration Statement.


                                      - 9 -
<PAGE>

Item 6.  SELECTED FINANCIAL DATA (in dollars)


                                              For the Period from
                                                January 2, 1998
                                               (commencement of
                                                operations) to
                                              December  31, 1998
                                              ------------------


Total Revenues
(including interest)                               (11,239,913)

Net Loss                                           (13,543,631)

Net Loss
Per Unit (Limited
& General Partners)                                      (3.43)

Total Assets                                        25,962,970

Total Limited Partners'
Capital                                             24,622,999

Net Asset Value Per
Unit of Limited
Partnership Interest                                      6.57























                                     - 10 -
<PAGE>

Item 7.  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 Commodity Futures Trading Commission  ("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 interests 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

                                     - 11 -
<PAGE>

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.

         There  is no  limitation  on  daily  price  moves  in  trading  forward
contracts on foreign  currency.  The markets for some world  currencies have low
trading volume and are illiquid,  which may prevent the Partnership from trading
in  potentially  profitable  markets or from  promptly  liquidating  unfavorable
positions,   subjecting  it  to  substantial  losses.  Either  of  these  market
conditions could result in restrictions on redemptions.

         Capital Resources. The Partnership does not have, nor does it expect to
have, any capital assets.  Future redemptions of Units 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. As of December 31, 1998, the Partnership's total
capital was $24,908,316, an increase of $24,906,316 from the Partnership's total
capital of $2,000 at December 31, 1997.



                                     - 12 -
<PAGE>

For the year ended  December 31, 1998, the  Partnership  generated a net loss of
$13,543,631,  total subscriptions  aggregated  $41,665,223 and total redemptions
aggregated $3,213,276.

         For the year ended December 31, 1998, the  Partnership's  total trading
revenues,  net of interest income, were  $(11,239,913).  The Partnership's total
expenses for the year were  $2,303,718,  resulting in a net loss of $13,543,631.
The value of an  individual  unit in the  Partnership  decreased  from $10.00 at
inception of trading on January 2, 1998 to $6.57 at December 31, 1998.

         The Partnership's  overall performance record represents varied results
of trading in  futures  interests  markets.  For a further  description  of 1998
trading results, refer to the letter to the Limited Partners in the accompanying
Annual  Report  to  Limited  Partners  for the year  ended  December  31,  1998,
incorporated by reference in this Form 10-K. The Partnership's  gains and losses
are allocated among its partners for income tax purposes.

         Credit Risk. In entering into futures and forward  contracts there is a
credit risk to the Partnership that the counterparty on the contract will not be
able to meet its obligations to the  Partnership.  The ultimate  counterparty of
the  Partnership  for  futures  contracts  traded in the United  States and most
foreign  exchanges  on  which  the  Partnership   trades  is  the  clearinghouse
associated  with such exchange.  In general,  a  clearinghouse  is backed by the
membership of the exchange

                                     - 13 -

<PAGE>

and will act in the event of non-performance by one of its members or one of its
member's customers,  and, as such, should significantly reduce this credit risk.
For  example,  a  clearinghouse  may  cover  a  default  by (i)  drawing  upon a
defaulting  member's  mandatory  contributions  and/or  non-defaulting  members'
contributions to a clearinghouse guarantee fund, established lines or letters of
credit  with  banks,  and/or  the  clearinghouse's  surplus  capital  and  other
available  assets of the  exchange  and  clearinghouse,  or (ii)  assessing  its
members.

         In cases where the Partnership  trades on a foreign  exchange where the
clearinghouse  is not  funded  or  guaranteed  by the  membership  or where  the
exchange is a "principals' market" in which performance is the responsibility of
the  exchange  member  and not the  exchange  or a  clearinghouse,  or when  the
Partnership  enters into  off-exchange  contracts with a counterparty,  the sole
recourse of the Partnership  will be the  clearinghouse,  the exchange member or
the  off-exchange  contract  counterparty,  as the case may be.  There can be no
assurance that a clearinghouse,  exchange or other exchange member will meet its
obligations to the Partnership, and the Partnership is not indemnified against a
default by such parties from Demeter, MSDW or DWR.

         Further,  the law is unclear as to whether a  commodity  broker has any
obligation  to  protect  its  customers  from loss in the event of an  exchange,
clearinghouse or other exchange member default on trades

                                     - 14 -
<PAGE>

effected  for the broker's  customers.  Any such  obligation  on the part of the
broker   appears  even  less  clear  where  the  default   occurs  in  a  non-US
jurisdiction.

         Demeter  deals with the credit risks of all  partnerships  for which it
serves as general partner in several ways.  First, it monitors the Partnership's
credit  exposure to each  exchange on a daily  basis,  calculating  not only the
amount of margin required for it but also the amount of its unrealized  gains at
each exchange, if any. The commodity brokers inform the Partnership, as with all
its  customers,  of its  net  margin  requirements  for all  its  existing  open
positions, but do not break that net figure down, exchange by exchange. Demeter,
however,  has installed a system which  permits it to monitor the  Partnership's
potential  margin  liability,  exchange  by  exchange.  Demeter  is then able to
monitor the  Partnership's  potential  net credit  exposure to each  exchange by
adding  the  unrealized  trading  gains  on  that  exchange,   if  any,  to  the
Partnership's margin liability thereon.

         Second, as discussed earlier, the Partnership's  trading policies limit
the amount of its net assets that can be  committed at any given time to futures
contracts and require, in addition,  a certain minimum amount of diversification
in the Partnership's  trading,  usually over several different products.  One of
the aims of such trading  policies has been to reduce the credit exposure of the
Partnership to a single exchange and,  historically,  the Partnership's exposure
has typically

                                     - 15 -
<PAGE>

amounted to only a small percentage of its total net assets. On those relatively
few occasions where a partnership's  credit exposure may climb above that level,
Demeter  deals with the  situation on a case by case basis,  carefully  weighing
whether the increased level of credit exposure remains appropriate.

         With respect to forward contract trading,  the Partnership  trades with
only those counterparties  which Demeter,  together with DWR, have determined to
be creditworthy.  At the date of this filing, the Partnership deals only with MS
& Co. and MSIL as its counterparty on forward contracts.

         See "Financial  Instruments" under Notes to Financial Statements in the
Partnership's  Annual Report to Limited Partners for the year ended December 31,
1998, incorporated by reference in this Form 10-K.

         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

                                     - 16 -
<PAGE>

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.

         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 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.

         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

                                     - 17 -

<PAGE>

diminish as a result of technical  problems  resulting in illiquidity  and fewer
opportunities  to make profitable  trades.  MSDW has begun  develop-ing  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 7A.  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

                                     - 18 -
<PAGE>

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.

The Partnership's  past performance is not necessarily  indicative of its future
results.  Any  attempt at  quantifying  the  Partnership'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

                                     - 19 -
<PAGE>

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.

The  Partnership's  risk exposure in the various  market  sectors  traded by the
Trading  Advisors 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

                                     - 20 -
<PAGE>

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 Partnership'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 the
General Partner or the Trading Advisor in its 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 December
31, 1998. As of December 31, 1998, the Partnership's  total  capitalization  was
approximately $39 million.


                                     - 21 -
<PAGE>

        Primary Market                         December 31, 1998
        Risk Category                            Value at Risk
        -------------                            -------------

         Commodity                                   (1.86)%
         Aggregate Value at Risk    $                (1.86)%

Aggregate value at risk represents the aggregate VaR of the  Partnership's  open
positions and not the sum of the VaR of the individual  categories listed above.
Aggregate VaR will be lower as it takes into account correlation among different
positions and categories.

The table  above  represents  the VaR or the  Partnership's  open  positions  at
December  31,  1998 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 year 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 January 1, 1998 through December 31, 1998.

                                     - 22 -
<PAGE>

Primary Market Risk Category        High        Low        Average
----------------------------        ----        ---        -------
Commodity                           (1.89)%   (1.36)%      (1.69)%
Aggregate Value at Risk             (1.89)%   (1.36)%      (1.69)%



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

                                     - 23 -
<PAGE>

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 for each
of the Partnership's market risk exposures and on an aggregate basis at December
31, 1998 and for the end of quarter periods during  calendar 1998.  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  below 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 _______%) of its available assets

                                     - 24 -
<PAGE>

in cash at DWR. 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 the General  Partner 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,

                                     - 25 -
<PAGE>

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 December 31, 1998, by market  sector.  It may be  anticipated
however, that these market exposures will vary materially over time.

         Commodity.

            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 aluminum,  copper,  nickel and zinc,
the principal market exposures of the Partnership have  consistently been in the
precious metals,  gold and silver.  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  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. The General Partner anticipates that gold and

                                     - 26 -
<PAGE>

silver will remain the primary metals market exposure for the Partnership.

         Soft Commodities. One of the Partnership's primary commodities exposure
is to  fluctuations in the price of soft  commodities,  which are often directly
affected by severe or unexpected weather conditions.  Soybeans,  grains, cotton,
cocoa,  sugar and coffee accounted for the substantial bulk of the Partnership's
commodities  exposure at December 31, 1998. The  Partnership has market exposure
to  live  cattle,  lean  hogs  and  porkbelly.   However,  the  General  Partner
anticipates  that the Trading  Advisor  will  maintain an emphasis on  soybeans,
grains,   cotton,   cocoa,  sugar  and  coffee  in  which  the  Partnership  has
historically taken it's largest positions.

         Energy. The Partnership's  primary energy market exposure is to gas and
oil price movements,  often resulting from political  developments in the Middle
East.  Although the Trading Advisor trades natural gas to a limited extent,  oil
is by far the dominant energy market exposure of the Partnership. Oil prices are
currently depressed, but they can be volatile and substantial profits and losses
have been and are expected to continue to be experienced in this market.

Qualitative Disclosures Regarding Non-Trading Risk Exposure

The following was the only  non-trading  risk  exposures of the  Partnership  at
December 31, 1998:

                                     - 27 -
<PAGE>

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.  The General  Partner  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.

The  General  Partner  monitors  and  controls  the  risk  of the  Partnership's
non-trading instruments, cash, which is the only Partnership investment directed
by the General Partner, rather than the Trading Advisor.

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The  information  required by this Item appears in the Annual Report to
Limited  Partners for the year ended  December 31, 1998 and is  incorporated  by
reference in this Annual Report on Form 10-K.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
        ACCOUNTING AND FINANCIAL DISCLOSURE

         None.


                                     - 28 -
<PAGE>

                                    PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         There are no directors or executive  officers of the  Partnership.  The
Partnership is managed by Demeter.

General Partner

         Demeter, a Delaware  corporation,  was formed on August 18, 1977 to act
as a commodity pool operator and is registered with the CFTC as a commodity pool
operator and currently is a member of the National  Futures  Association in such
capacity.  Demeter is wholly-owned by MSDW and is an affiliate of DWR. MSDW, DWR
and  Demeter  may each be deemed to be  "promoters"  and/or or a "parent" of the
Partnership  within the meaning of the federal  securities  laws. 

Directors and Officers of the General Partner

         The directors and officers of Demeter are as follows:

         Mark J.  Hawley,  age 55, is  Chairman  of the Board and a Director  of
Demeter.  Mr. Hawley is also Chairman of the Board and a Director of DWFCM.  Mr.
Hawley  previously  served as President of Demeter  throughout  1998. Mr. Hawley
joined DWR in  February  1989 as Senior  Vice  President  and is  currently  the
Executive Vice President and Director of DWR's Product Management for Individual
Asset Management.  In this capacity, Mr. Hawley is responsible for directing the
activities of the firm's Managed Futures,  Insurance,  and Unit Investment Trust
Business. From

                                     - 29 -
<PAGE>

1978 to 1989, Mr. Hawley was a member of the senior  management  team at Heinold
Asset Management,  Inc., a CPO, and was responsible for a variety of projects in
public  futures  funds.  From 1972 to 1978,  Mr. Hawley was a Vice  President in
charge of institutional block trading for the Mid-West at Kuhn Loeb & Company.

         Joseph  G.  Siniscalchi,   age  53,  is  a  Director  of  Demeter.  Mr.
Siniscalchi  joined  DWR in July 1984 as a First  Vice  President,  Director  of
General  Accounting  and served as a Senior Vice  President and  Controller  for
DWR's Securities Division through 1997. He is currently Executive Vice President
and Director of the Operations Division of DWR. From February 1980 to July 1984,
Mr.  Siniscalchi  was Director of Internal  Audit at Lehman  Brothers Kuhn Loeb,
Inc.

         Edward C. Oelsner,  III, age 56, is a Director of Demeter.  Mr. Oelsner
is currently an Executive  Vice  President  and head of the Product  Development
Group at Dean Witter  InterCapital Inc., an affiliate of DWR. Mr. Oelsner joined
DWR in 1981 as a  Managing  Director  in  DWR's  Investment  Banking  Department
specializing in coverage of regulated  industries and,  subsequently,  served as
head of the DWR Retail  Products  Group.  Prior to joining DWR, Mr. Oelsner held
positions  at The  First  Boston  Corporation  as a member of the  Research  and
Investment  Banking  Departments  from 1967 to 1981.  Mr.  Oelsner  received his
M.B.A. in

                                     - 30 -

<PAGE>

Finance from the Columbia  University Graduate School of Business in 1966 and an
A.B. in Politics from Princeton University in 1964.

         Robert E. Murray,  age 38, is President and a Director of Demeter.  Mr.
Murray is also  President and a Director of DWFCM.  Effective as of the close of
business on December 31, 1998,  Mr.  Murray  replaced Mr. Hawley as President of
Demeter.  Mr. Murray is also a Senior Vice  President of DWR's  Managed  Futures
Department and is the Senior  Administrative  Officer of DWFCM. Mr. Murray began
his career at DWR in 1984 and is currently  the Director of the Managed  Futures
Department.  In this  capacity,  Mr. Murray is  responsible  for  overseeing all
aspects of the firm's Managed Futures Department. Mr. Murray currently serves as
a Director  of the  Managed  Funds  Association,  an  industry  association  for
investment   professionals  in  futures,   hedge  funds  and  other  alternative
investments. Mr. Murray graduated from Geneseo State University in May 1983 with
a B.A. degree in Finance.

         Lewis A.  Raibley,  III,  age 36, is Vice  President,  Chief  Financial
Officer  and a Director  of  Demeter.  Effective  as of the close of business on
December 31, 1998, Mr. Raibley was elected to Demeter's Board of Directors.  Mr.
Raibley is currently  Senior Vice  President and  Controller  in the  Individual
Asset  Management  Group of MSDW. From July 1997 to May 1998, Mr. Raibley served
as Senior Vice  President and Director in the Internal  Reporting  Department of
MSDW and prior to that,

                                     - 31 -
<PAGE>

from 1992 to 1997,  he  served as Senior  Vice  President  and  Director  in the
Financial  Reporting  and Policy  Division of Dean Witter  Discover & Co. He has
been with MSDW and its affiliates since June 1986.

         Mitchell  M. Merin,  age 45,  became a Director of Demeter on March 17,
1999. Mr. Merin was appointed the Chief  Operating  Officer of Asset  Management
for MSDW in  December  1998 and the  President  and Chief  Executive  Officer of
Morgan  Stanley Dean Witter  Advisors in February 1998. He has been an Executive
Vice  President  of DWR since 1990,  during  which time he has been  director of
DWR's Taxable Fixed Income and Futures divisions, managing director in Corporate
Finance and corporate  treasurer.  Mr. Merin received his Bachelor's degree from
Trinity College in Connecticut  and his M.B.A.  degree in finance and accounting
from the Kellogg  Graduate  School of Management of  Northwestern  University in
1977.

         Richard A.  Beech,  age 47,  became a Director  of Demeter on March 17,
1999. Mr. Beech has been associated with the futures industry for over 23 years.
He has been at DWR since August 1984 where he is presently Senior Vice President
and head of Branch Futures. Mr. Beech began his career at the Chicago Mercantile
Exchange,  where  he  became  the  Chief  Agricultural  Economist  doing  market
analysis,  marketing  and  compliance.  Prior to joining DWR, Mr. Beech also had
worked at two

                                     - 32 -

<PAGE>

investment  banking firms in  Operations,  Research,  Managed  Futures and Sales
Management.

         Ray Harris, age 42, became a Director of Demeter on March 17, 1999. Mr.
Harris is  currently  Senior Vice  President,  Planning and  Administration  for
Morgan  Stanley  Dean  Witter  Asset  Management  and has  worked  at DWR or its
affiliates  since  July  1982,  serving  in both  financial  and  administrative
capacities.  From August 1994 to January  1999,  he worked in two  separate  DWR
affiliates,  Discover Financial Services and Novus Financial Corp.,  culminating
as Senior  Vice  President.  Mr.  Harris  received  his B.A.  degree from Boston
College and his M.B.A. in finance from the University of Chicago.

         Richard M. DeMartini,  age 46, previously served as the Chairman of the
Board and as a Director of Demeter throughout 1998. Effective as of the close of
business on December 31,  1998,  Mr.  DeMartini  resigned as the Chairman of the
Board and as a Director of Demeter due to changes in his responsibilities within
MSDW.

         Lawrence  Volpe,  age 51,  served as a Director  to Demeter  throughout
1998.  Effective  as of the close of business on December  31,  1998,  Mr. Volpe
resigned as a Director of Demeter.

         Patti L. Behnke,  age 38, served as Vice President and Chief  Financial
Officer of Demeter through May 1998. Effective June 1, 1998, Ms. Behnke resigned
as Vice President and Chief Financial Officer of

                                     - 33 -
<PAGE>

Demeter  in  order  to take on new  responsibilities  as  Operations  Officer  -
Controllers Division for MSDW, and was replaced by Mr. Raibley.

Item 11.  EXECUTIVE COMPENSATION

         The Partnership has no directors and executive  officers.  As a limited
partnership,  the business of the  Partnership  is managed by Demeter,  which is
responsible for the  administration  of the business  affairs of the Partnership
but receives no compensation for such services.  

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         (a) Security  Ownership of Certain  Beneficial  Owners - As of December
31,  1998  there were no persons  known to be  beneficial  owners of more than 5
percent of the Units.

         (b) Security  Ownership of  Management - At December 31, 1998,  Demeter
owned  43,395.648  Units of  General  Partnership  Interest  in the  Partnership
representing a 1.15 percent interest in the Partnership.

         (c)      Changes in Control - None

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Refer to Note 2 - "Related Party  Transactions"  of "Notes to Financial
Statements",  in the accompanying Annual Report to Limited Partners for the year
ended  December 31, 1998,  incorporated  by reference in this Form 10-K.  In its
capacity as the Partnership's retail commodity

                                     - 34 -

<PAGE>


brokers,  MS & Co. and MSIL received commodity  brokerage  commissions (paid and
accrued by the Partnership) of $1,176,024 for the year ended December 31, 1998.

         In its capacity as the Partnership's  Trading Advisor,  MSCM received a
management fee of $805,496 for the year ended December 31, 1998. In its capacity
as General  Partner,  Demeter  received a Service fee of  $322,198  for the year
ended December 31, 1998.
















                                     - 35 -



<PAGE>

                                     PART IV

Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORT ON FORM 8-K

(a)      1. Listing of Financial Statements

         The  following   financial   statements   and  reports  of  independent
accountants, all appearing in the accompanying Annual Report to Limited Partners
for the year ended December 31, 1998, are incorporated by reference in this Form
10-K:

         -        Report of Deloitte & Touche LLP, independent auditors, for the
                  years ended December 31, 1998, 1997 and 1996.

         -        Statements of Financial  Condition as of December 31, 1998 and
                  1997.

         -        Statements of Operations,  Changes in Partners'  Capital,  and
                  Cash Flows for the years ended  December  31,  1998,  1997 and
                  1996.

         -        Notes to Financial Statements.


         With  the  exception  of  the   aforementioned   information   and  the
information  incorporated  in Items 7, 8, and 13, the  Annual  Report to Limited
Partners  for the year ended  December  31,  1998 is not deemed to be filed with
this report.

         2. Listing of Financial Statement Schedules

         No  financial  statement  schedules  are required to be filed with this
report. 

(b)      Reports on Form 8-K

         No reports on Form 8-K have been  filed by the  Partnership  during the
last quarter of the period covered by this report.

(c)      Exhibits

         Refer to Exhibit Index on Page E-1.

                                     - 36 -


<PAGE>



                                   SIGNATURES
                                   ----------

         Pursuant to the  requirements of Sections 13 or 15(d) 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

March 29, 1999                       BY: /s/ Robert E. Murray               
                                        -----------------------------------
                                             Robert E. Murray, Director and
                                             President

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated.

Demeter Management Corporation.

BY: /s/  Robert E. Murray                                     March 29, 1999
    ---------------------------------------
         Robert E. Murray, Director and
              President

    /s/  Mark J. Hawley                                       March 29, 1999
    ---------------------------------------
         Mark J. Hawley, Director
              and Chairman of the Board

    /s/ Joseph G. Siniscalchi                                 March 29, 1999
    --------------------------------------
        Joseph G. Siniscalchi, Director

    /s/ Edward C. Oelsner III                                 March 29, 1999
    --------------------------------------
        Edward C. Oelsner III, Director

    /s/ Mitchell M. Merin                                     March 29, 1999
    --------------------------------------
        Mitchell M. Merin, Director

    /s/ Richard A. Beech                                      March 29, 1999
    --------------------------------------
        Richard A. Beech, Director

    /s/ Ray Harris                                            March 29, 1999 
    --------------------------------------
        Ray Harris, Director

    /s/ Lewis A. Raibley, III                                 March 29, 1999
    ----------------------------------------
        Lewis A. Raibley, III, Director, Chief
            Financial Officer and Principal
            Accounting Officer

                                     - 37 -
<PAGE>
                                  EXHIBIT INDEX

ITEM

3.01       Form of Limited Partnership Agreement of the Partnership, dated as of
           July 31,  1997,  is  incorporated  by  reference  to Exhibit A of the
           Partnership's  Prospectus,  dated  November 10, 1997,  filed with the
           Securities and Exchange  Commission  pursuant to Rule 424(b)(3) under
           the Securities Act of 1933, as amended, on November 18, 1998.

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.

10.01      Management  Agreement,  dated as of  December  31,  1997,  among  the
           Partnership,  Demeter  Management  Corporation,  and  Morgan  Stanley
           Commodities Management Inc. is filed herewith.

10.02      Commodity Futures Customer Agreement,  dated as of December 31, 1997,
           between  Morgan  Stanley & Co.  Incorporated  and the  Partnership is
           filed herewith.

10.03       Customer  Agreement,  dated  as of  December  31,  1997,  among  the
            Partnership,  Morgan Stanley & Co. International  Limited and Morgan
            Stanley & Co. Incorporated is filed herewith.

10.04      Subscription  and  Exchange  Agreement  and Power of  Attorney  to be
           executed by each purchaser of Units is  incorporated  by reference to
           Annex A of the Partnership's Supplement to the Prospectus, dated July
           10, 1998, filed with the Securities and Exchange  Commission pursuant
           to Rule 424(b)(3)  under the  Securities Act of 1933, as amended,  on
           July 10, 1998.

10.05      Escrow Agreement, dated October 14, 1998, among the Partnership, Dean
           Witter Reynolds Inc., and Chemical Bank is filed herewith.

13.01      December  31,  1998  Annual  Report  to  Limited  Partners  is  filed
           herewith.




                                       E-1