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, 1999 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 as of a specified date within  60
days  prior  to  the date of filing: $24,009,777 at  January  31,
2000.

              DOCUMENTS INCORPORATED BY REFERENCE
                          (See Page 1)

<PAGE>
<TABLE>
          MORGAN STANLEY TANGIBLE ASSET FUND L.P.
            INDEX TO ANNUAL REPORT ON FORM 10-K
                     DECEMBER 31, 1999
<CAPTION>

Page No.
<S>
<C>
DOCUMENTS INCORPORATED BY REFERENCE. . . . . . . . . . . . . .  .
 .  . . . .  1

Part I .

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

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

   Item 3. Legal Proceedings. . . . . . . . . . . . . . . .  .  .
 . . . .  5-6

   Item  4.  Submission of Matters to a Vote of Security  Holders
 . .  . . . 7

Part II.

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

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

  Item 7. Management's Discussion and Analysis of Financial
           Condition and Results of Operations. . . . .   .  .  .
 . . .  10-21

   Item  7A.                                         Quantitative
and Qualitative Disclosures About
           Market Risk . . . . . . . . . . . . . . . . .  .  .  .
 . . . . 22-31

   Item 8. Financial Statements and Supplementary Data. . .  .  .
 . . . .31-32

  Item 9. Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure. . . . . . .  .  .
 . . . . . 32
Part III.

   Item 10.                                        Directors  and
Executive Officers of the
          Registrant . . . . . . . . . . . . . . . . . . . . .  .
 . . 33-37

    Item   11.                                          Executive
Compensation . . . . . . . . . . . . . . . . . .   .  37

     Item   12.                                          Security
Ownership of Certain Beneficial Owners
           and Management . . . . . . . . . . . . . . . . .  .  .
 . .. . 37

     Item    13.                                          Certain
Relationships and Related Transactions . . . . . .     . . 38

Part IV.

    Item   14.                                          Exhibits,
Financial Statement Schedules, and
           Reports on Form 8-K . . . . . . . . . . . . .  .  .  .
 . .  . . .39
</TABLE>
<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

     Partnership's Supplement to Prospectus
     dated July 10, 1998                                   I

     Annual Report to Morgan Stanley
     Tangible Asset Fund L.P. Limited
     Partners for the year ended
     December 31, 1999                          II, III and IV
























<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  Dean  Witter

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's Net Asset Value per Unit of limited partnership

interest  ("Unit(s)"),  as  of  December  31,  1999  was   $7.61,

representing an increase of 15.8 percent from the Net Asset Value

per  Unit  of  $6.57 at December 31, 1998. For  a  more  detailed

description of the Partnership's business see subparagraph (c).



<PAGE>

(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 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                      Proceeds and Trading Poli-
 Policies                              cies" (Pages 26-28 of the
                                         Prospectus) and "The
                     Trading Advisor" (Page
                                      40-43 of the Prospectus
                                      and Page S-11 of the
                                      Supplement).



<PAGE>

     4.  Management of the Part- 4.  "The Management Agreement"
         nership                      (Pages 45-46 of the
                                      Prospectus).  "The  General
                                   Partner" (Pages 29-32 of
                                      the Prospectus and Page
                                     S-7-8 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).

(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.









<PAGE>

Item 3.  LEGAL PROCEEDINGS

The  class actions first filed in 1996 in California and  in  New

York  State courts were each dismissed in 1999.  However, in  the

New  York  State  class  action, plaintiffs  appealed  the  trial

court's dismissal of their case on March 3, 2000.



On  September  6,  10,  and 20, 1996,  and  on  March  13,  1997,

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  &  Currency  Management Inc.  ("DWFCM"),  MSDW,  certain

limited  partnership  commodity pools of  which  Demeter  is  the

general  partner (all such parties referred to hereafter  as  the

"Morgan   Stanley  Dean  Witter  Parties")  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 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. The complaints  seek

unspecified  amounts  of compensatory and  punitive  damages  and

other   relief.   The  court  entered  an  order  denying   class

certification on August 24,



<PAGE>

1999.   On  September  24,  1999,  the  court  entered  an  order

dismissing  the  case  without  prejudice  on  consent.   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 Morgan Stanley

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.  The  complaints seek  unspecified  amounts  of

compensatory and punitive damages and other relief.  The New York

Supreme Court dismissed 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 filed a  motion  to

dismiss the amended complaint with prejudice on February 1, 1999.

By  decision dated December 21, 1999, the New York Supreme  Court

dismissed the case with prejudice.



In addition, 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.



<PAGE>

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.











































<PAGE>
                          PART II

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

(a) Market Information

There  is no established public trading market for Units  of  the

Partnership.

(b) Holders

The  number  of  holders  of  Units  at  December  31,  1999  was

approximately 2,795.

(c) Distributions

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.  Demeter currently does not

intend to make any distribution of Partnership profits.

























<PAGE>
<TABLE>


Item 6.  SELECTED FINANCIAL DATA (in dollars)

<CAPTION>
                                                              For the Period
from
                                                               January 2, 1998
                              For the Year Ended             (commencement
                            December 31,               of operations) to
                                 1999                  December  31, 1998
<S>                                  <C>                       <C>

Total Revenues
(including interest)                5,045,724                    (11,239,913)

Net Income (Loss)                   3,375,789                   (13,543,631)

Net Income (Loss)
Per Unit (Limited
& General Partners)                      1.04                      (3.43)


Total Assets                       24,048,757                    25,962,970

Total Limited
Partners' Capital                  23,310,162                   24,622,999


Net Asset Value Per
Unit                                                                   7.61
6.57








</TABLE>






<PAGE>
Item  7.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
CONDITION AND                RESULTS OF OPERATIONS

Liquidity  -  The  Partnership  deposits  its  assets  with   the

Commodity   Brokers   in   separate  futures   trading   accounts

established  for the Trading Advisor, which assets  are  used  as

margin  to engage in trading. The assets are held in either  non-

interest-bearing bank accounts or in securities  and  instruments

permitted  by  the Commodity Futures Trading Commission  ("CFTC")

for  investment  of  customer segregated or secured  funds.   The

Partnership's assets held by the Commodity Brokers may be used as

margin   solely  for  the  Partnership's  trading.    Since   the

Partnership's sole purpose is to trade in futures and forwards it

is expected that the Partnership will continue to own such liquid

assets for margin purposes.



The  Partnership's investment in futures and forwards, may,  from

time  to  time,  be illiquid.  Most U.S. futures exchanges  limit

fluctuations  in  prices  during  a  single  day  by  regulations

referred  to  as  "daily  price fluctuations  limits"  or  "daily

limits".   Trades may not be executed at prices beyond the  daily

limit.   If  the  price  for a particular  futures  contract  has

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

positions  in  that  futures contract can neither  be  taken  nor

liquidated  unless  traders are willing to effect  trades  at  or

within  the  limit.  Futures prices have occasionally  moved  the

daily limit for





<PAGE>

several consecutive days with little or no trading.  These market

conditions   could   prevent   the  Partnership   from   promptly

liquidating  its futures contracts and result in restrictions  on

redemptions.



The  Partnership  has  never had illiquidity  affect  a  material

portion of its assets.



Capital  Resources.  The Partnership does not have, or expect  to

have,  any  capital assets.  Redemptions of Units in  the  future

will  affect  the  amount of funds available for  investments  in

futures  interests in subsequent periods.  It is not possible  to

estimate  the  amount,  and  therefore,  the  impact  of   future

redemptions.



Results of Operations.

General.  The Partnership's results depend on its Trading Advisor

and the ability of the Trading Advisor's trading programs to take

advantage of price movements or other profit opportunities in the

futures  and forwards markets.  The following presents a  summary

of  the Partnership's operations for the two years ended December

31,  1999  and  a  general discussion of its  trading  activities

during  each period.  It is important to note, however, that  the

Trading Advisor trades in various markets at different times  and

that  prior  activity in a particular market does not  mean  that

such market will be actively

<PAGE>

traded  by  the  Trading Advisor or will  be  profitable  in  the

future.    Consequently,  the  results  of  operations   of   the

Partnership are difficult to discuss other than in the context of

its  Trading  Advisor's  trading  activities  on  behalf  of  the

Partnership and how the Partnership has performed in the past.



At  December  31,  1999,  the  Partnership's  total  capital  was

$23,640,470,  a  decrease of $1,267,846  from  the  Partnership's

total  capital of $24,908,316 at December 31, 1998. For the  year

ended December 31, 1999, the Partnership generated net income  of

$3,375,789 and total redemptions aggregated $4,643,635.



For  the  year ended December 31, 1999, the Partnership  recorded

total  trading revenues, including interest income of  $5,045,724

and  posted an increase in Net Asset Value per Unit. During 1999,

commodity  market  price behavior returned  to  the  more  normal

pattern  of  some  commodities  gaining  in  price,  while  other

commodities  declined in price.  Of the seventeen  components  of

the  Bridge Commodity Research Bureau Index ("CRB"), 10 increased

in  price  during  1999, while the remaining  seven  declined  in

price.  This was noticeably different from 1998, when all but one

of  the components of the CRB declined in price.  Energy markets,

which had been the worst performing sector during 1998, rebounded

strongly to become the best performing commodity sector in  1999,

which  resulted  in  gains for the Partnership  of  approximately

13.35%.  OPEC, which had suffered economically as their late 1997

decision to expand

<PAGE>

production  coincided with the onset of economic difficulties  in

virtually all of the world's emerging economies, cooperated  with

other  major global oil producing countries to rein in production

and  allow  for  the drawing down of inventories that  had  grown

steadily  throughout 1998.  Crude oil, its refined products,  and

natural  gas all benefited from the improving global  demand  for

energy  and  the  decreased supply of  crude  oil.   Base  metals

markets also improved in price during 1999 resulting in gains  of

approximately 8.55%.  Historically, copper has been  referred  to

by  some  as "the world's economist", rising in price as economic

activity improves and falling in price when economic difficulties

are encountered.  During both 1998 and 1999, copper served as  an

accurate  barometer of global economic health. Copper  producers'

decisions to curtail production in the short-term helped  support

prices.    Perhaps  more  importantly  for  the  long-term,   the

consolidation  of  major  mining companies  in  both  copper  and

aluminum bodes well for less over-expansion during future periods

of  elevated prices, likely leading to "higher highs" and "higher

lows"  in  future  price  cycles.  Precious  metals  prices  also

improved modestly during 1999.  After several years of lower gold

prices,  with central banks continuing to sell despite the  lower

prices,  an  announcement by a group of  European  central  banks

abruptly  reversed the price slide and caught many  short-sellers

off guard.  For 1999, gold was up in price by less than 1%, while

silver  and  platinum, which have significant industrial  demand,

fared  much better.  Grain markets continued to suffer  in  price

during 1999 resulting

<PAGE>

in  a loss of approximately 5.37%.  Despite an early summer scare

caused  by  dry  weather, overall conditions were  favorable  for

another  good  harvest.  As the year drew to  a  close,  improved

demand finally surfaced, perhaps signaling an end to multi-decade

low  prices.   Total  expenses  for  the  year  were  $1,669,935,

resulting  in  net income of $3,375,789.  The  value  of  a  Unit

increased  from $6.57 at December 31, 1998 to $7.61  at  December

31, 1999.



At  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 January 2, 1998. 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  recorded

trading losses net of interest income of $11,239,913 and posted a

decrease in Net Asset Value per Unit.  The Partnership, with  its

long-only  approach  to traditional commodities  markets,  had  a

difficult  year  in  terms  of performance  as  commodity  prices

declined to record lows.  From a historical perspective, 1998  in

the  commodities  markets qualifies as the "worst  of  times"  in

several aspects, including the magnitude of declines, the  broad-

based nature of the declines and the nearly unrelenting nature of

declines.  The major factors impacting



<PAGE>

commodities in 1998 were the emerging markets economic  woes  and

the  unusual weather on a global basis.  Demand for almost  every

commodity  was negatively impacted by the downturn  in  virtually

all  of  the world's emerging economies, as currency difficulties

in  one  emerging country quickly threatened the  economic  well-

being  of  its  neighbors, as well as its counterparts  half  way

around  the globe. Most commodity producers had become accustomed

to  seeing  the  fastest  growth in  demand  come  from  emerging

markets,  and  the  ultimate  contractions  in  demand  in  these

economies  was the worst possible match for the supply  increases

being  provided by the world's producers, particularly of  energy

and  metals.  The Partnership experienced losses of approximately

16.32%  in  the  energy markets and approximately 10.55%  in  the

agricultural  and livestock markets.  Warm weather,  particularly

in  the  winter, led to a decreased demand for heating  products,

while  near ideal growing conditions produced bumper harvests  in

most of the world's major grain producing areas.  The mathematics

of  most  commodity  markets in 1998 was  decreased  demand  plus

increased supply equals lower prices. In such an environment  the

Partnership  was,  unfortunately, not able to  generate  positive

returns   during  1998.   Total  expenses  for  the   year   were

$2,303,718, resulting in a net loss of $13,543,631.  The value of

a  Unit  decreased from $10.00 at inception of trading on January

2, 1998 to $6.57 at December 31, 1998.





<PAGE>

The  Partnership's  overall performance record represents  varied

results  of trading in futures interests markets.  For a  further

description of 1999 trading results, refer to the letter  to  the

Limited  Partners  in the accompanying Annual Report  to  Limited

Partners  for  the  year  ended  December  31,  1999,  which   is

incorporated  by  reference to Exhibit 13.01 of this  Form  10-K.

The  Partnership's  gains  and losses  are  allocated  among  its

partners for income tax purposes.



Credit Risk.

Financial  Instruments.  The Partnership is a party to  financial

instruments with elements of off-balance sheet market and  credit

risk.   The  Partnership  may trade futures  and  forwards  in  a

portfolio of agricultural commodities, precious and base  metals,

soft  commodities, and energy products.  In entering  into  these

contracts,  the  Partnership is subject to the market  risk  that

such   contracts  may  be  significantly  influenced  by   market

conditions, resulting in such contracts being less valuable.   If

the  markets should move against all of the positions held by the

Partnership  at  the  same time, and if the Trading  Advisor  was

unable  to  offset positions of the Partnership, the  Partnership

could  lose all of its assets and investors would realize a  100%

loss.







<PAGE>

In  addition  to  the  Trading Advisor's internal  controls,  the

Trading  Advisor  must comply with the trading  policies  of  the

Partnership.   These  trading  policies  include  standards   for

liquidity  and leverage with which the Partnership  must  comply.

The Trading Advisor and Demeter monitor the Partnership's trading

activities  to  ensure  compliance  with  the  trading  policies.

Demeter  may  require the Trading Advisor to modify positions  of

the   Partnership   if   Demeter  believes   they   violate   the

Partnership's trading policies.



In addition to market risk, in entering into futures and forwards

contracts  there  is  a credit risk to the Partnership  that  the

counterparty  on  a  contract  will  not  be  able  to  meet  its

obligations  to  the Partnership.  The ultimate  counterparty  or

guarantor of the Partnership for futures contracts traded in  the

United  States and the 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 and will act in the event of non-performance by  one  of

its  members  or  one  of  its member's customers,  which  should

significantly   reduce  this  credit  risk.    For   example,   a

clearinghouse  may cover a default by 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

<PAGE>

clearinghouse,  or  assessing its members.  In  cases  where  the

Partnership   trades  off-exchange  forward  contracts   with   a

counterparty, the sole recourse of the Partnership  will  be  the

forward contract counterparty.



There is no assurance that a clearinghouse or exchange will  meet

its obligations to the Partnership, and Demeter and the Commodity

Brokers  will not indemnify the Partnership against a default  by

such  parties.  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 or clearinghouse defaulting  on

trades  effected for the broker's customers.  Any such obligation

on the part of a broker appears even less clear where the default

occurs in a non-U.S. jurisdiction.



Demeter  deals  with  these credit risks of  the  Partnership  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 their 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.

As a result, Demeter is able to monitor the

<PAGE>

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,  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  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 amounted to  only  a  small

percentage  of  its  total Net Assets.  On those  relatively  few

occasions where the 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.  Material changes to  the  trading

policies may be made only with the prior written approval of  the

limited partners owning more than 50% of Units then outstanding.



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 the Commodity  Brokers  as  its

counterparties on forward contracts.

<PAGE>

See  "Financial Instruments" under Notes to Financial  Statements

in  the  Partnership's Annual Report to Limited Partners for  the

year  ended December 31, 1999, which is incorporated by reference

to Exhibit 13.01 of this Form

10-K.



Year   2000.   Commodity  pools,  like  financial  and   business

organizations  and individuals around the world,  depend  on  the

smooth  functioning  of computer systems.  The  Year  2000  issue

arose since many of the world's computer systems (including those

in  non-information  technology systems)  traditionally  recorded

years  in  a  two-digit format.  If not addressed, such  computer

systems  may have been unable to properly interpret dates  beyond

the  year 1999, which may have led to business disruptions in the

U.S.  and internationally.  Such disruptions could have adversely

affected  the  handling or determination of  futures  trades  and

prices  and  other  services  for the Partnership.   Accordingly,

Demeter   has   fully  participated  in  a  firmwide   initiative

established  by MSDW to address issues associated with  the  Year

2000.   As  part  of  this initiative, MSDW reviewed  its  global

software  and hardware infrastructure for mainframe,  server  and

desktop   computing   environments  and  engaged   in   extensive

remediation   and   testing.   The  Year  2000  initiative   also

encompassed  the review of agencies, vendors and  facilities  for

Year 2000 compliance.





<PAGE>

Since  1995,  MSDW prepared actively for the Year 2000  issue  to

ensure  that it would have the ability to respond to any critical

business  process failure, to prevent the loss of  workspace  and

technology,  and  to  mitigate any potential  financial  loss  or

damage  to  its  global franchise.  Where necessary,  contingency

plans  were expanded or developed to address specific  Year  2000

risk  scenarios,  supplementing existing  business  policies  and

practices.  In  conjunction with MSDW's Year  2000  preparations,

Demeter  monitored the progress of the Commodity Brokers and  the

Trading  Advisor  throughout 1999 in their Year  2000  compliance

and,  where applicable, tested its external interfaces, with  the

Commodity Brokers and the Trading Advisor.  In addition, Demeter,

the  Commodity Brokers, the Trading Advisor and all U.S.  futures

exchanges were subjected to monitoring by the CFTC of their  Year

2000  preparedness,  and  the  major  foreign  futures  exchanges

engaged  in  market-wide testing of their  Year  2000  compliance

during 1999.



MSDW  and  Demeter  consider the transition into  the  Year  2000

successful  from  the perspective of their internal  systems  and

global external interactions.



Over  the  millennial changeover period, no material issues  were

encountered,  and  MSDW,  Demeter and the  Partnership  conducted

business as usual.





<PAGE>

Item  7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT  MARKET
RISK

Introduction

The  Partnership is a commodity pool involved in the  speculative

trading  of  futures interests.  The market-sensitive instruments

held  by  the  Partnership are acquired for  speculative  trading

purposes only and, as a result, all or substantially all  of  the

Partnership's  assets  are at risk of trading  loss.   Unlike  an

operating  company, the risk of market-sensitive  instruments  is

central,  not  incidental,  to  the Partnership's  main  business

activities.



The  futures interests traded by the Partnership involve  varying

degrees  of  market  risk.  Market risk is often  dependent  upon

changes  in  the level or volatility of interest rates,  exchange

rates,  and  prices  of  financial instruments  and  commodities.

Fluctuations  in market risk based upon these factors  result  in

frequent  changes  in  the fair value of the  Partnership's  open

positions, and, consequently, in its earnings and cash flow.



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

variety  of  factors,  including the  diversification  among  the

Partnership's open positions, the volatility present  within  the

markets,  and the liquidity of the markets.  At different  times,

each  of these factors may act to increase or decrease the market

risk associated with the Partnership.



<PAGE>

The  Partnership's past performance is not necessarily indicative

of  its future results.  Any attempt to numerically quantify  the

Partnership's  market risk is limited by the uncertainty  of  its

speculative  trading.  The Partnership's speculative trading  may

cause future losses and volatility (i.e. "risk of ruin") that far

exceed  the  Partnership's experiences to date or any  reasonable

expectations based upon historical changes in market value.



Quantifying the Partnership's Trading Value at Risk

The    following    quantitative   disclosures   regarding    the

Partnership's  market  risk  exposures  contain  "forward-looking

statements"  within  the meaning of the safe  harbor  from  civil

liability  provided for such statements by the Private Securities

Litigation  Reform Act of 1995 (set forth in Section 27A  of  the

Securities Act of 1933 and Section 21E of the Securities Exchange

Act  of  1934). All quantitative disclosures in this section  are

deemed to be forward-looking statements for purposes of the  safe

harbor, except for statements of historical fact.



The  Partnership accounts for open positions using mark-to-market

accounting  principles.   Any loss in the  market  value  of  the

Partnership's  open  positions  is  directly  reflected  in   the

Partnership's earnings, whether realized or unrealized, and  cash

flow.   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 market sectors traded  by

the  Trading Advisor is estimated below in terms of Value at Risk

("VaR").  The  VaR  model used by the Partnership  includes  many

variables that could change the market value of the Partnership's

trading  portfolio.  The Partnership estimates VaR using a  model

based upon historical simulation with a confidence level of  99%.

Historical  simulation involves constructing  a  distribution  of

hypothetical  daily changes in the value of a trading  portfolio.

The  VaR  model takes into account linear exposures to price  and

interest  rate risk.  Market risks that are incorporated  in  the

VaR  model  include equity and commodity prices, interest  rates,

foreign  exchange  rates, and correlation among these  variables.

The  hypothetical changes in portfolio value are based  on  daily

percentage changes observed in key market indices or other market

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

sensitive.    The   historical   observation   period   of    the

Partnership's VaR is approximately four years.  The  one-day  99%

confidence  level  of the Partnership's VaR  corresponds  to  the

negative change in portfolio value that, based on observed market

risk factors, would have been exceeded once in 100 trading days.



VaR   models,   including  the  Partnership's,  are  continuously

evolving  as trading portfolios become more diverse and  modeling

techniques  and systems capabilities improve.  Please  note  that

the VaR model is used to numerically



<PAGE>

quantify market risk for historic reporting purposes only and  is

not  utilized by either Demeter or the Trading Advisor  in  their

daily risk management activities.


The Partnership's Value at Risk in Different Market Sectors

The  following  tables  indicates the  VaR  associated  with  the

Partnership's open positions as a percentage of total Net  Assets

by primary market risk category as of December 31, 1999 and 1998.

As  of  December  31,  1999  and 1998,  the  Partnership's  total

capitalization  was approximately $24 million  and  $25  million,

respectively.

        Primary    Market                  December   31,    1999
December 31, 1998
      Risk  Category              Value at Risk             Value
at Risk

     Commodity                                            (1.41)%

(1.86)%

     Aggregate     Value     at     Risk                  (1.41)%
(1.86)%



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

positions  at  December  31,  1999  and  1998  only  and  is  not

necessarily representative of either the historic or future  risk

of  an  investment in the Partnership. Because the  Partnership's

only  business  is the speculative trading of futures  interests,

the composition of its trading portfolio can change significantly

over  any given time period, or even within a single trading day.

Any  changes  in  open positions could positively  or  negatively

materially impact market risk as measured by VaR.

<PAGE>

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, 1999 through December 31, 1999.



Primary Market Risk Category        High        Low

Average

Commodity                               (2.04)%   (1.41)%

(1.78)%

Aggregate Value at Risk                 (2.04)%   (1.41)%
(1.78)%


Limitations on Value at Risk as an Assessment of Market Risk

The  face  value  of the market sector instruments  held  by  the

Partnership  is  typically  many  times  the  applicable   margin

requirements.  Margin requirements generally range between 2% and

15%  of  contract face value. Additionally, the use  of  leverage

causes  the face value of the market sector instruments  held  by

the   Partnership   to  typically  be  many   times   the   total

capitalization   of   the  Partnership.    The   value   of   the

Partnership's open positions thus creates a "risk  of  ruin"  not

typically found in other investments.  The relative size  of  the

positions held may cause the Partnership to incur losses  greatly

in excess of VaR within a short period of time, given the effects

of  the  leverage employed and market volatility.  The VaR tables

above, as well as the past performance of the Partnership,  gives

no indication of such "risk of ruin". In





<PAGE>

addition,  VaR  risk measures should be viewed in  light  of  the

methodology's limitations, which include the following:

     past  changes in market risk factors will not always result

  in accurate predictions of the distributions and correlations of

  future market movements;

     changes  in portfolio value in response to market movements

  may differ from those of the VaR model;

    VaR results reflect past trading positions while future risk

  depends on future positions;

     VaR using a one-day time horizon does not fully capture the

  market  risk of positions that cannot be liquidated  or  hedged

  within one day; and

     the  historical  market  risk  factor  data  used  for  VaR

  estimation  may provide only limited insight into  losses  that

  could be incurred under certain unusual market movements.



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

for  each  of the Partnership's market risk exposures and  on  an

aggregate basis at December 31, 1999 and for the end of the  four

quarterly reporting periods during calendar year 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 or monitor risk.  There can be no assurance

that the

<PAGE>

Partnership's actual losses on a particular day will  not  exceed

the  VaR  amounts  indicated above 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.  These balances and  any  market

risk  they  may  represent are immaterial. The  Partnership  also

maintains  a  substantial  portion  (approximately  90%)  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  any

associated  potential losses, 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 (A) those disclosures that are

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

Partnership   manages  its  primary  market  risk   exposures   -

constitute forward-looking statements within the

<PAGE>

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

the  Securities  Exchange Act.  The Partnership's primary  market

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

Demeter  and the Trading Advisor for managing such exposures  are

subject  to numerous uncertainties, contingencies and risks,  any

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

risk  controls to differ materially from the objectives  of  such

strategies.



Government  interventions, defaults and expropriations,  illiquid

markets, the emergence of dominant fundamental factors, political

upheavals,  changes in historical price relationships, an  influx

of  new market participants, increased regulation and many  other

factors  could result in material losses as well as  in  material

changes  to the risk exposures and the risk management strategies

of  the  Partnership.  Investors must be prepared to lose all  or

substantially all of their investment in the Partnership.



The  following  were the primary trading risk  exposures  of  the

Partnership as of December 31, 1999, by market sector.  It may be

anticipated  however,  that  these  market  exposures  will  vary

materially over time.



Commodity.

Metals.  The Partnership's primary exposure in the metals  market

is  to  fluctuations  in  the price of copper  and  silver.   The

Partnership will, from

<PAGE>

time  to  time,  trade base metals such as nickel,  aluminum  and

zinc,  and  offer  precious metals like  gold  and  platinum.   A

reasonable amount of exposure was evident in the gold  market  as

the  price  of gold retreated during the fourth quarter.   Silver

prices  remained  volatile  over this  period,  and  the  Trading

Advisor,  from  time  to  time, took substantial  positions  when

perceived  market  opportunities developed.  Demeter  anticipates

that  gold  and  silver  will remain the  primary  metals  market

exposure for the Partnership.



Soft  Commodities  and Agricultural. On December  31,  1999,  the

Partnership  had a reasonable amount of exposure in  the  markets

that  comprise these sectors.  Most of the exposure  was  in  the

coffee, sugar and wheat markets.  Supply and demand inequalities,

severe  weather disruption and market expectations  affect  price

movements in these markets.



Energy.   On December 31, 1999, the Partnership's energy exposure

was  shared  by  futures  contracts in  the  crude  oil,  refined

products  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 approximately 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.

<PAGE>

Natural  gas,  also  a primary energy market exposure,  exhibited

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

basis and is expected to continue in this choppy pattern.



Qualitative Disclosures Regarding Means of Managing Risk Exposure

The  Partnership and the Trading Advisor, separately, attempt  to

manage   the   risk  of  the  Partnership's  open  positions   in

essentially  the  same  manner in all market  categories  traded.

Demeter  attempts  to manage market exposure by diversifying  the

Partnership's assets among different market sectors  and  trading

approaches, and monitoring the performance of the Trading Advisor

daily.     In   addition,   the   Trading   Advisor   establishes

diversification  guidelines, often set in terms  of  the  maximum

margin  to be committed to positions in any one market sector  or

market-sensitive instrument.



Demeter monitors and controls the risk of the Partnership's  non-

trading   instrument,  cash.   Cash  is  the   only   Partnership

investment directed by Demeter, rather than the Trading Advisor.



Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The  financial  statements are incorporated by reference  to  the

Partnership's  Annual  Report, which is filed  as  Exhibit  13.01

hereto.



<PAGE>

Supplementary  data  specified by  Item  302  of  Regulation  S-K

(selected quarterly financial data) is not applicable.



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

None.






















<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.


Directors and Officers of the General Partner

The directors and officers of Demeter are as follows:



Robert E. Murray, age 39, is Chairman of the Board, President and

a Director of Demeter.  Mr. Murray is also Chairman of the Board,

President and a Director of DWFCM.  Effective as of the close  of

business  on January 31, 2000, Mr. Murray replaced Mr. Hawley  as

Chairman  of  the  Board  of Demeter and  DWFCM.  Mr.  Murray  is

currently  a  Senior  Vice  President of  DWR's  Managed  Futures

Department.   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  Vice  Chairman and 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.



<PAGE>

Mitchell  M. Merin, age 46, is a Director of Demeter.  Mr.  Merin

is  also a Director of DWFCM.  Mr. Merin was appointed the  Chief

Operating  Officer  of Individual 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.



Joseph  G.  Siniscalchi, age 54, 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 57, is a Director of Demeter.   Mr.

Oelsner is currently an Executive Vice President and head of  the

Product Development Group



<PAGE>

at  Morgan Stanley Dean Witter Advisors, 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 Finance  from  the  Columbia

University  Graduate School of Business in 1966 and  an  A.B.  in

Politics from Princeton University in 1964.



Lewis A. Raibley, III, age 37, is Vice President, Chief Financial

Officer,  and  a  Director of Demeter.  Mr.  Raibley  is  also  a

Director  of  DWFCM.   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, 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.



Richard  A. Beech, age 48, is a Director of Demeter.   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

<PAGE>

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 investment banking  firms  in

operations, research, managed futures and sales management.



Ray  Harris,  age 43, is a Director of Demeter.   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.



Mark  J.  Hawley, age 56, served as Chairman of the Board  and  a

Director of Demeter and DWFCM throughout 1999.  Mr. Hawley joined

DWR  in  February  1989 as Senior Vice President  and  served  as

Executive Vice President and Director of DWR's Product Management

for   Individual  Asset  Management  throughout  1999.   In  this

capacity, Mr. Hawley was responsible for directing the activities

of  the  firm's  Managed Futures, Insurance, and Unit  Investment

Trust  Business.  From 1978 to 1989, Mr. Hawley was a  member  of

the  senior management team at Heinold Asset Management, Inc.,  a

commodity pool operator, and was responsible for a

<PAGE>

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.   Mr.  Hawley

resigned effective January 31, 2000.



All of the foregoing directors have indefinite terms.



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,  1999 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,  1999,

Demeter owned 43,395.648 Units of General Partnership Interest in

the  Partnership  representing a  1.4  percent  interest  in  the

Partnership.



(c)  Changes in Control - None

<PAGE>

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, 1999, which  is

incorporated  by  reference to Exhibit 13.01 of this  Form  10-K.

For  the  year  ended  December 31, 1999  the  Commodity  Brokers

received brokerage fees (paid and accrued by the Partnership)  of

$852,484,  the  Trading  Advisor received  a  management  fee  of

$583,893 and Demeter received a service fee of $233,558.































<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

auditors,  all  appearing in the accompanying  Annual  Report  to

Limited  Partners  for  the year ended  December  31,  1999,  are

incorporated by reference to Exhibit 13.01 of this Form 10-K:

-    Report  of Deloitte & Touche LLP, independent auditors,  for
     the year ended December 31, 1999 and the period from January 2,
     1998 (commencement of operations) to December 31 1998.

-         Statements  of Financial Condition as of  December  31,
          1999 and 1998.

-    Statements of Operations, Changes in Partners' Capital,  and
     Cash Flows for the year ended December 31, 1999 and the period
     from January 2, 1998 (commencement of operations) to December 31,
     1998.

-    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, 1999 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.


<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, 2000           BY: /s/ Robert E. Murray
                                 Robert E. Murray, Director,
                                Chairman of the Board 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,
2000
         Robert E. Murray, Director,
        Chairman of the Board and
          President

     /s/  Joseph G. Siniscalchi              ___        March 29,
2000
         Joseph G. Siniscalchi, Director

    /s/  Edward C. Oelsner III              __              March
29, 2000
         Edward C. Oelsner III, Director

    /s/   Mitchell M. Merin                  March 29, 2000
          Mitchell M. Merin, Director

    /s/   Richard A. Beech                   March 29, 2000
          Richard A. Beech, Director

     /s/   Ray Harris                                   March 29,
2000
          Ray Harris, Director

     /s/  Lewis A. Raibley, III               __        March 29,
2000
         Lewis A. Raibley, III, Director, Chief
          Financial Officer and Principal
          Accounting Officer


                        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  incorporated  by  reference   to
      Exhibit  10.01  of the Partnership's Form  10-K  (File
      No. 0-24035) for fiscal year ended December 31, 1998.

10.02 Commodity  Futures  Customer Agreement,  dated  as  of
      December  31,  1997,  between  Morgan  Stanley  &  Co.
      Incorporated  and the Partnership is  incorporated  by
      reference  to Exhibit 10.02 of the Partnership's  Form
      10-K   (File  No.  0-24035)  for  fiscal  year   ended
      December 31, 1998.

10.03 Customer  Agreement, dated as of  December  31,  1997,
      among   the   Partnership,  Morgan   Stanley   &   Co.
      International  Limited  and  Morgan  Stanley   &   Co.
      Incorporated is incorporated by reference  to  Exhibit
      10.03  of  the  Partnership's Form 10-K (File  No.  0-
      24035) for fiscal year ended December 31, 1998.

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 incorporated by reference to Exhibit 10.05  of
      the  Partnership's Form 10-K (File  No.  0-24035)  for
      fiscal year ended December 31, 1998.

13.01 December  31,  1999 Annual Report to Limited  Partners
      is filed herewith.
                              E-1
<PAGE>

<PAGE>



Morgan Stanley
Tangible Asset
Fund L.P.

 December 31, 1999
 Annual Report

 MORGAN STANLEY DEAN WITTER
<PAGE>

Demeter Management Corporation
Two World Trade Center
62nd Floor
New York, NY 10048
Telephone (212) 392-8899

Morgan Stanley Tangible Asset Fund L.P.
Annual Report
1999

Dear Limited Partner:

This marks the second annual report for the Morgan Stanley Tangible Asset Fund
L.P. ("MSTAF") (the "Fund"). The Fund began the year trading at a Net Asset
Value per Unit of $6.57 and increased by 15.8% to $7.61 on December 31, 1999.
Since its inception in January 1998, the Fund has decreased by 23.9% (a
compound annualized return of -12.8%). A review of trading results for the year
is provided in the Annual Report of the Trading Advisor located on the next
page of this report.

Should you have any questions concerning this report, please feel free to
contact Demeter Management Corporation at Two World Trade Center, 62nd Floor,
New York, NY 10048, or your Morgan Stanley Dean Witter Financial Advisor.

I hereby affirm, that to the best of my knowledge and belief, the information
contained in this report is accurate and complete. Past performance is not a
guarantee of future results.

    Sincerely,

    /s/Robert E. Murray
    Robert E. Murray
    Chairman
    Demeter Management Corporation
    General Partner
<PAGE>

Morgan Stanley Tangible Asset Fund L.P.
1999 Annual Report of the Trading Advisor

After continuing to struggle during the first two months of 1999, commodities
markets began to benefit from the global economic healing that took hold over
the remainder of the year. By the end of the year, commodities markets were
generally higher, as evidenced by the 7.28% gain during December in the Bridge
Commodity Research Bureau Index ("CRB").

During 1999, commodity market price behavior returned to the more normal pat-
tern of some commodities gaining in price, while other commodities declined in
price. Of the seventeen components of the CRB, 10 increased in price during
1999, while the remaining seven declined in price. This was noticeably differ-
ent from 1998, when all but one of the components of the CRB declined in price.

Energy markets, which had been the worst performing sector during 1998, re-
bounded strongly to become the best performing commodity sector in 1999. OPEC,
which had suffered economically as their late 1997 decision to expand produc-
tion coincided with the onset of economic difficulties in virtually all of the
world's emerging economies, cooperated with other major global oil producing
countries to rein in production and allow for the drawing down of inventories
that had grown steadily throughout 1998. Crude oil, its refined products, and
natural gas all benefited from the improving global demand for energy and the
decreased supply of crude oil.

Base metals markets also improved in price during 1999. Historically, copper
has been referred to by some as "the world's economist", rising in price as
economic activity improves and falling in price when economic difficulties are
encountered. During both 1998 and 1999 copper served as an accurate barometer
of global economic health. Additionally, copper producers' decisions to curtail
production in the short-term helped support prices. Perhaps more importantly
for the long-term, the consolidation of major mining companies in both copper
and aluminum bodes well for less over-expansion during future periods of ele-
vated prices, likely leading
<PAGE>


Morgan Stanley Tangible Asset Fund L.P.

1999 Annual Report of the Trading Advisor--(Concluded)

to "higher highs" and "higher lows" in future price cycles.

Precious metals prices also improved modestly during 1999. After several years
of lower gold prices, with central banks continuing to sell despite the lower
prices, an announcement by a group of European central banks abruptly reversed
the price slide and caught many short-sellers off guard. For 1999, gold was up
in price by less than 1%, while silver and platinum, which have significant in-
dustrial demand, fared much better.

Grain markets continued to suffer in price during 1999. Despite an early summer
scare caused by dry weather, overall conditions were favorable for another good
harvest. As the year drew to a close, improved demand finally surfaced, perhaps
signaling an end to multi-decade low prices.

We appreciate your continued investment in MSTAF and look forward to what we
hope will be another successful year.

Morgan Stanley Dean Witter Commodities Management, Inc.

Note: Investors are cautioned that past results are not necessarily indicative
of future results.
<PAGE>

Morgan Stanley Tangible Asset Fund L.P.
Independent Auditors' Report

The Limited Partners and the General Partner:

We have audited the accompanying statements of financial condition of Morgan
Stanley Tangible Asset Fund L.P. (the "Partnership") as of December 31, 1999
and 1998 and the related statements of operations, changes in partners' capi-
tal, and cash flows for the year ended December 31, 1999 and the period from
January 2, 1998 (commencement of operations) to December 31, 1998. These finan-
cial statements are the responsibility of the Partnership's management. Our re-
sponsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing stan-
dards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of mate-
rial misstatement. An audit includes examining, on a test basis, evidence sup-
porting the amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement pre-
sentation. We believe that our audits provide a reasonable basis for our opin-
ion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of Morgan Stanley Tangible Asset Fund L.P. at
December 31, 1999 and 1998 and the results of its operations and its cash flows
for the year ended December 31, 1999 and the period from January 2, 1998
(commencement of operations) to December 31, 1998 in conformity with generally
accepted accounting principles.


/s/ Deloitte & Touche LLP

February 7, 2000
(March 3, 2000 as to Note 5)
New York, New York
<PAGE>

Morgan Stanley Tangible Asset Fund L.P.
Statements of Financial Condition

<TABLE>
<CAPTION>
                                                          December 31,
                                                         1999        1998
                                                      ----------  ----------
                                                          $           $
<S>                                                   <C>         <C>
                             ASSETS
Equity in futures interests trading accounts:
 Cash                                                 23,430,137  26,519,891
 Net unrealized loss on
   open contracts (MS & Co.)                            (100,830)   (501,388)
 Net unrealized gain (loss) on open contracts (MSIL)     643,258    (134,255)
                                                      ----------  ----------
 Total unrealized gain (loss) on open contracts          542,428    (635,643)
                                                      ----------  ----------
 Total Trading Equity                                 23,972,565  25,884,248
Interest receivable (MS & Co.)                            76,192      78,722
                                                      ----------  ----------
 Total Assets                                         24,048,757  25,962,970
                                                      ==========  ==========
               LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Redemptions payable                                      269,545     895,547
Accrued brokerage fees (MS & Co. and MSIL)                70,827      81,222
Accrued management fee (MSCM)                             48,511      55,632
Service fee (Demeter)                                     19,404      22,253
                                                      ----------  ----------
 Total Liabilities                                       408,287   1,054,654
                                                      ----------  ----------
PARTNERS' CAPITAL
Limited Partners (3,062,471.522 and 3,745,069.052
  Units, respectively)                                23,310,162  24,622,999
General Partner (43,395.648 Units)                       330,308     285,317
                                                      ----------  ----------
 Total Partners' Capital                              23,640,470  24,908,316
                                                      ----------  ----------
 Total Liabilities and Partners' Capital              24,048,757  25,962,970
                                                      ==========  ==========
NET ASSET VALUE PER UNIT                                    7.61        6.57
                                                      ==========  ==========
</TABLE>


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

Morgan Stanley Tangible Asset Fund L.P.
Statements of Operations

<TABLE>
<CAPTION>
                                                 For the Period from
                                                   January 2, 1998
                                      For the     (commencement of
                                     Year Ended    operations) to
                                    December 31,    December 31,
                                        1999            1998
                                    ------------ -------------------
                                         $                $
<S>                                 <C>          <C>
REVENUES
Trading profit (loss):
 Realized                            3,003,270       (11,870,063)
 Net change in unrealized            1,178,071          (635,643)
                                     ---------       -----------
  Total Trading Results              4,181,341       (12,505,706)
Interest income (MS & Co.)             864,383         1,265,793
                                     ---------       -----------
  Total Revenues                     5,045,724       (11,239,913)
                                     ---------       -----------
EXPENSES
Brokerage fees (MS & Co. and MSIL)     852,484         1,176,024
Management fee (MSCM)                  583,893           805,496
Service fee (Demeter)                  233,558           322,198
                                     ---------       -----------
  Total Expenses                     1,669,935         2,303,718
                                     ---------       -----------
NET INCOME (LOSS)                    3,375,789       (13,543,631)
                                     =========       ===========
Net Income (Loss) Allocation:
Limited Partners                     3,330,798       (13,398,948)
General Partner                         44,991          (144,683)
Net Income (Loss) per Unit:
Limited Partners                          1.04             (3.43)
General Partner                           1.04             (3.43)
</TABLE>


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

Morgan Stanley Tangible Asset Fund L.P.
Statements of Changes in Partners' Capital
For the Year Ended December 31, 1999 and for the Period from January 2, 1998
(commencement of operations) to December 31, 1998

<TABLE>
<CAPTION>
                               Units of
                              Partnership     Limited    General
                               Interest      Partners    Partner      Total
                             -------------  -----------  --------  -----------
                                                 $          $           $
<S>                          <C>            <C>          <C>       <C>
Partners' Capital,
January 2, 1998                    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                          --        (13,398,948) (144,683) (13,543,631)
Redemptions                   (450,424.580)  (3,213,276)    --      (3,213,276)
                             -------------  -----------  --------  -----------
Partners' Capital,
December 31, 1998            3,788,464.700   24,622,999   285,317   24,908,316
Net income                        --          3,330,798    44,991    3,375,789
Redemptions                  (682,597.530)   (4,643,635)    --      (4,643,635)
                             -------------  -----------  --------  -----------
Partners' Capital, December
31, 1999                     3,105,867.170   23,310,162   330,308   23,640,470
                             =============  ===========  ========  ===========
</TABLE>



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

Morgan Stanley Tangible Asset Fund L.P.
Statements of Cash Flows

<TABLE>
<CAPTION>
                                                          For the Period from
                                                            January 2, 1998
                                               For the     (commencement of
                                              Year Ended    operations) to
                                             December 31,    December 31,
                                                 1999            1998
                                             ------------ -------------------
                                                  $                $
<S>                                          <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                              3,375,789      (13,543,631)
Noncash item included in net income (loss):
 Net change in unrealized                     (1,178,071)         635,643
(Increase) decrease in operating assets:
 Interest receivable
   (MS & Co.)                                      2,530          (78,722)
Increase (decrease) in operating
  liabilities:
 Accrued brokerage fees (MS & Co. and MSIL)      (10,395)          81,222
 Accrued management fee (MSCM)                    (7,121)          55,632
 Service fee (Demeter)                            (2,849)          22,253
                                              ----------      -----------
Net cash provided by (used for) operating
  activities                                   2,179,883      (12,827,603)
                                              ----------      -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Initial offering                                  --           25,736,868
Offering of Units                                 --           15,928,355
Increase (decrease) in redemptions payable      (626,002)         895,547
Redemptions of Units                          (4,643,635)      (3,213,276)
                                              ----------      -----------
Net cash provided by
  (used for) financing activities             (5,269,637)      39,347,494
                                              ----------      -----------
Net increase (decrease) in cash               (3,089,754)      26,519,891
Balance at beginning of period                26,519,891          --
                                              ----------      -----------
Balance at end of period                      23,430,137       26,519,891
                                              ==========      ===========
</TABLE>


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

Morgan Stanley Tangible Asset Fund L.P.
Notes to Financial Statements

1. Summary of Significant Accounting Policies

Organization--Morgan Stanley Tangible Asset Fund L.P. (the "Partnership") 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 Dean Witter 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").

Demeter is required to maintain a 1% minimum interest in the equity of the
Partnership and income (losses) are shared by Demeter and the Limited Partners
based upon their proportional ownership interests.

Use of Estimates--The financial statements are prepared in accordance with
generally accepted accounting principles, which require management to make
estimates and assumptions that affect the reported amounts in the financial
statements and related disclosures. Management believes that the estimates
utilized in the preparation of the financial statements are prudent and
reasonable. Actual results could differ from those estimates.

Revenue Recognition--Futures interests are open commitments until settlement
date. They are valued at market on a daily basis and the resulting net change
in unrealized gains and losses is reflected in the change in unrealized profits
(loss) on open contracts from one period to the next in the statements of
operations. MS & Co. credits the Partnership at each month-end with interest
income as if 80% of the Partnership's average daily "Net Assets" for the month,
as defined in the Limited Partnership Agreement, were invested at a rate based
on U.S. Treasury bills. For purposes of such interest payments, Net Assets do
not include monies due the Partnership on futures interests, but not actually
received.

Net Income (Loss) per Unit--Net income (loss) per unit of limited partnership
interest ("Unit(s)") is computed using the weighted average number of Units
outstanding during the period.

Equity in Futures Interests Trading Accounts--The Partnership's asset "Equity
in futures interests trading
<PAGE>

Morgan Stanley Tangible Asset Fund L.P.
Notes to Financial Statements--(Continued)

accounts," reflected in the statements of financial condition, consists of (A)
cash on deposit with the Commodity Brokers to be used as margin for trading;
and (B) net unrealized gains or losses on open contracts, which are valued at
market and calculated as the difference between original contract value and
market value.

The Partnership, in the normal course of business, enters into various
contracts with MS&Co. and MSIL acting as its commodity brokers. Pursuant to
brokerage agreements with MS&Co. and MSIL, to the extent that such trading
results in unrealized gains or losses, these amounts are offset and reported on
a net basis on the Partnership's statements of financial condition.

Brokerage and Related Transaction Fees and Costs--Brokerage fees are accrued at
a monthly rate of 1/12 of 3.65% of Net Assets as of the first day of each month
(a 3.65% annual rate). Such fees cover all costs of executing trades by the
Partnership, including floor brokerage fees, exchange fees, clearinghouse fees,
NFA fees, "give-ups" or transfer fees and any costs associated with taking
delivery of commodities.

Service Fee--The Partnership pays Demeter a monthly service fee equal to 1/12
of 1% per month (a 1% annual rate) of the Partnership's Net Assets as of the
first day of each month.

Operating Expenses--The Partnership incurs monthly management fees and may
incur incentive fees as described in Note 2. All administrative expenses are
borne by Demeter.

Income Taxes--No provision for income taxes has been made in the accompanying
financial statements, as partners are individually responsible for reporting
income or loss based upon their respective share of the Partnership's revenues
and expenses for income tax purposes.

Distributions--Distributions, other than redemptions of Units, are made on a
pro-rata basis at the sole discretion of Demeter. No distributions have been
made to date.

Offering of Units--Units were offered to the public at a price equal to 100% of
the Net Asset Value per Unit as of the close of business on the last day of the
month immediately preceding the four closings held on January 2, February 2,
March 2, and April 1, 1998.

The Partnership, Demeter, MSCM and Dean Witter Reynolds Inc. ("DWR"), the
selling agent and an affiliate of Demeter, extended the Offering Period for
those
<PAGE>


Morgan Stanley Tangible Asset Fund L.P.
Notes to Financial Statements--(Continued)

Units already registered with the Securities and Exchange Commission but still
unsold, until October 16, 1998. The remaining unsold Units were offered to the
public at a price equal to 100% of the Net Asset Value as of the close of
business on the last day of the month immediately preceding the three closings
held on August 3, September 1, and October 1, 1998.

Redemptions--Limited Partners may redeem some or all of their Units at 100% of
the Net Asset Value per Unit effective as of the last day of the sixth month
following the closing at which a person first becomes a Limited Partner, upon
five business days advance notice by redemption form to Demeter. Thereafter,
Units may be redeemed as of the end of any month upon five business days
advance notice by redemption form to Demeter. However, any Units redeemed at or
prior to the last day of the eleventh month after such Units were purchased
were subject to a redemption charge equal to 2% of the Net Asset Value per Unit
on the date of such redemption. Units redeemed after the last day of the
eleventh month and on or prior to the last day of the twenty-fourth month after
which such Units were purchased are subject to a redemption charge equal to 1%
of the Net Asset Value per Unit on the date of such redemption. Units redeemed
after the last day of the twenty-fourth month after which such Units were
purchased will not be subject to a redemption charge. Limited Partners who
obtained their Units via an exchange from another DWR-sponsored commodity pool
are not subject to the six month holding period or the redemption charges.

Dissolution of the Partnership--The Partnership will terminate on December 31,
2027 or at an earlier date if certain conditions occur as defined in the
Partnership's Limited Partnership Agreement.

2. Related Party Transactions

The Partnership pays brokerage fees to the Commodity Brokers and a service fee
to Demeter as described in Note 1. 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 as described in
Note 1.

Demeter, on behalf of the Partnership and itself entered into a Management
Agreement with MSCM whereby MSCM makes all trading decisions for the
Partnership. Compensation to MSCM by the Partnership consists of a management
fee and an incentive fee as follows:

Management Fee--The management fee is accrued at the rate of 5/24 of 1% of Net
Assets on the first day of each month (a 2.5% annual rate).
<PAGE>


Morgan Stanley Tangible Asset Fund L.P.
Notes to Financial Statements--(Continued)

Incentive Fee--The Partnership will pay an annual incentive fee equal to 20% of
the trading profits as of the end of each calendar year. Trading profits
represent the amount by which profits from futures trading exceed losses, after
brokerage and management fees have been deducted. Such incentive fee is accrued
in each month in which trading profits occur. In those months in which trading
profits are negative, previous accruals, if any, during the incentive period
will be reduced. Any accrued incentive fees with respect to Units redeemed at
the end of a month that is not the end of a calendar year will be accrued and
paid to MSCM at the time of such redemption.

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 ("FASB") 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. In June 1999, the FASB issued SFAS No. 137,
"Accounting for Derivative Instruments and Hedging Activities--Deferral of the
Effective Date of SFAS No. 133," which defers the required implementation of
SFAS No. 133 until fiscal years beginning after June 15, 2000. However, the
Partnership had previously elected to adopt the provisions of SFAS No. 133
beginning with the fiscal year 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 gains (losses) on open contracts is reported as a component
of "Equity in futures interests trading accounts" on the statements of
financial condition and totaled $542,428 and $(635,643) at December 31, 1999
and 1998 respectively.

The $542,428 net unrealized gain on open contracts at December 31, 1999 and the
$(635,643) net unrealized loss on open contracts at December 31, 1998, were
related to exchange-traded futures contracts that mature through April 2000 and
June 1999, respectively.
<PAGE>

Morgan Stanley Tangible Asset Fund L.P.
Notes to Financial Statements--(Continued)


The Partnership has credit risk associated with counterparty nonperformance.
The credit risk associated with the instruments in which the Partnership is
involved is limited to the amounts reflected in the Partnership's statements of
financial condition.

The Partnership also has credit risk because MS & Co. and MSIL act as the
futures commission merchants or the counterparties with respect to most of the
Partnership's assets. Exchange-traded futures contracts are marked to market on
a daily basis, with variations in value settled on a daily basis. Each of MS &
Co. and MSIL, as a futures commission merchant for the Partnership's exchange-
traded futures contracts, are required, pursuant to regulations of the
Commodity Futures Trading Commission, to segregate from their own assets, and
for the sole benefit of their commodity customers, all funds held by them with
respect to exchange-traded futures contracts, including an amount equal to the
net unrealized gain (loss) on all open futures contracts, which funds, in the
aggregate, totaled $23,972,565 and $25,884,248 at December 31, 1999 and
December 31, 1998, respectively.

4. Legal Matters

The class actions first filed in 1996 in California and in New York State
courts were each dismissed in 1999. On September 6, 10, and 20, 1996 and on
March 13, 1997, purported class actions were filed in the Superior Court of the
State of California, County of Los Angeles, on behalf of all purchasers of in-
terests in limited partnership commodity pools sold by DWR. Named defendants
include DWR, Demeter, Dean Witter Futures & Currency Management Inc., MSDW,
certain limited partnership commodity pools of which Demeter is the general
partner (all such parties referred to hereafter as the "Morgan Stanley Dean
Witter Parties") and certain trading advisors to those pools. On June 16, 1997,
the plaintiffs in the above actions filed a consolidated amended complaint, al-
leging, among other things, that the defendants committed fraud, deceit, negli-
gent misrepresentation, various violations of the California Corporations Code,
intentional and negligent breach of fiduciary duty, fraudulent and unfair busi-
ness practices, unjust enrichment, and conversion in the sale and operation of
the various limited partnership commodity pools. The complaints seek unspeci-
fied amounts of compensatory and punitive damages and other relief. The court
entered an order denying class certification on August 24, 1999. On September
24, 1999, the court entered an order dismissing the case without prejudice on
consent. 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
<PAGE>

Morgan Stanley Tangible Asset Fund L.P.
Notes to Financial Statements--(Concluded)

the Superior Court of the State of Delaware, New Castle County, against the
Morgan Stanley 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 Su-
preme 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. The complaints seek unspecified amounts of compensatory and
punitive damages and other relief. The New York Supreme Court dismissed 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 filed a motion
to dismiss the amended complaint with prejudice on February 1, 1999. By deci-
sion dated December 21, 1999, the New York Supreme Court dismissed the case
with prejudice.

In addition, 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.

5. Subsequent Event

On March 3, 2000, the plaintiffs in the New York action referred to in Note 4
filed an appeal of the order dismissing the consolidated complaint.
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