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

	FORM 10-Q


[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2008 or

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from               to__________________

Commission File Number 000-53114

	MORGAN STANLEY MANAGED FUTURES LV, L.P.

	(Exact name of registrant as specified in its charter)

		Delaware						      20-8529012
(State or other jurisdiction of		      	  (I.R.S. Employer
incorporation or organization)			       Identification No.)


Demeter Management Corporation
522 Fifth Avenue, 13th Floor
New York, NY	 						 	    10036
(Address of principal executive offices)	  	      (Zip Code)

Registrant's telephone number, including area code	    (212) 296-1999





(Former name, former address and former fiscal year, if changed since
last report)


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

Yes            	No     X

Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company.  See the definitions of ?large accelerated filer?,
?accelerated filer? and ?smaller reporting company ? in Rule 12b-2 of the
Exchange Act.

Large accelerated filer        		Accelerated filer
Non-accelerated filer   X   		Smaller reporting company


Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).  Yes___  No X

<page> <table> MORGAN STANLEY MANAGED FUTURES LV, L.P.

	INDEX TO QUARTERLY REPORT ON FORM 10-Q

	September 30, 2008
<caption>

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

				<c>
		Statements of Financial Condition as of September 30, 2008
 		(Unaudited) and December 31, 2007	2

		Statements of Operations for the Three and Nine Months
Ended September 30, 2008 for the Period from August 1, 2007
(commencement of operations) to September 30, 2007
(Unaudited) 	3

		Statements of Changes in Partners? Capital for the
		Nine Months Ended September 30, 2008 and for the
		Period from August 1, 2007 (commencement of operations)
		to September 30, 2007 (Unaudited)..	4

		Statements of Cash Flows for the Nine Months Ended
		September 30, 2008 and for the Period from August 1, 2007
		(commencement of operations) to September 30, 2007
		(Unaudited)	5

		Notes to Financial Statements (Unaudited)	6-17

Item 2.	Management?s Discussion and Analysis of
			Financial Condition and Results of Operations	18-28

Item 3.	Quantitative and Qualitative Disclosures About
			Market Risk	28-45

Item 4T.	Controls and Procedures	45


PART II. OTHER INFORMATION

Item 1A.	Risk Factors	46

Item 2.	Unregistered Sales of Equity Securities and
        Use of Proceeds	46

Item 6.	Exhibits	47
</table>


<page> <table> PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

MORGAN STANLEY MANAGED FUTURES LV, L.P.
STATEMENTS OF FINANCIAL CONDITION

<caption>

	September 30,	      December 31,
                                    	      2008   	         2007
	 $ 	      $
	(Unaudited)
ASSETS

	<c>	<c>
Investment in Trading Companies:
	Investment in Kaiser I, LLC	6,170,344	2,387,856
	Investment in Transtrend II, LLC	5,943,249   	?
	Investment in DKR I, LLC	5,082,777	2,311,769
	Investment in Chesapeake I, LLC	4,702,213	2,379,062
	Investment in Strategic Alternatives, L.L.C.                     	           3,122,117                              ?
	Investment in Cornerstone I, LLC	           ?        	   2,092,258
	Investment in Transtrend I, LLC	           ?        	   2,445,794

	     Total Investments in Trading Companies
            (cost $24,858,911 and $11,410,543, respectively)	   25,020,700	     11,616,739

	     Total Assets	   25,020,700	    11,616,739

LIABILITIES

	Redemptions payable	        100,514 	        252,218

	     Total Liabilities	         100,514	        252,218

PARTNERS? CAPITAL

	Class A (13,720.852 and 6,516.111 Units, respectively)	13,766,858 	6,560,236
	Class B (3,712.625 and 1,316.286 Units, respectively)	3,746,868	1,327,960
	Class C (7,065.238 and 3,328.248 Units, respectively)	7,172,111	3,364,766
	Class Z (228.181 and 109.890 Units, respectively)	         234,349	          111,559

	     Total Partners? Capital	   24,920,186 	     11,364,521

	     Total Liabilities and Partners? Capital	    25,020,700	     11,616,739

NET ASSET VALUE PER UNIT

	Class A	1,003.35	1,006.77
	Class B	1,009.22	1,008.87
	Class C	1,015.13	1,010.97
	Class Z	1,027.03	1,015.18

<fn>


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


<page> <table> MORGAN STANLEY MANAGED FUTURES LV, L.P.
STATEMENTS OF OPERATIONS
(Unaudited)
<caption>
	                                                    For the Period from
		August 1, 2007
		(commencement of
                              For the Three Months         operations) to         	    For the Nine Months
                            Ended September 30,        September 30,           Ended September 30,

                                        2008                                2007                           2008
                                             $		    	$		   	                       $

		<c>			<c>		<c>
EXPENSES
	Placement agent fees	94,906	15,046		226,883
	General partner fees	58,468	9,188			139,607
	Administrative fees	        23,388	          3,675			         55,844

		   Total Expenses 	      176,762	        27,909			       422,334

NET INVESTMENT LOSS 	    (176,762)	       (27,909)	  	       (422,334)

UNREALIZED APPRECIATION
  ON INVESTMENTS
	Trading profit (loss):
	     Realized	79,234    	                            ?             			44,297
	     Net change in unrealized appreciation
             on investments	 (1,744,135)	          56,948	                      	        (44,407)

		   Total Trading Results	 (1,664,901)	           56,948	                      	             (110)

NET INCOME (LOSS)           (1,841,663)   	                      29,039 	       (422,444)

NET INCOME (LOSS) ALLOCATION:

	Class A	                                     (1,057,754)	14,614			(286,728)
 	Class B	(248,503)	6,708			(29,136)
	Class C	(517,295)	7,312			(104,370)
	Class Z	(18,111)	405			(2,210)

NET INCOME (LOSS) PER UNIT:

	Class A	             (88.48)	(6.98)                   			          (3.42)
    	Class B	(87.59)	(6.15)			           0.35
	Class C	(86.67)	(5.32)			          4.16
	Class Z	(84.83)	(3.65)			         11.85
                               Units             	                Units                        Units
WEIGHTED AVERAGE NUMBER
	OF UNITS OUTSTANDING:

	Class A	           12,689.455	 3,288.141 		   10,154.895
	Class B	3,144.234	694.836	   	     2,587.733
	Class C	6,353.022   	     1,564.275		     5,021.681
	Class Z	218.712	60.162	   	        173.474
<fn>
The accompanying notes are an integral part
of these financial statements. </table>
<page> <table> MORGAN STANLEY MANAGED FUTURES LV, L.P.
STATEMENTS OF CHANGES IN PARTNERS? CAPITAL
For the Nine Months Ended September 30, 2008
and for the Period from August 1, 2007
(commencement of operations) to September 30, 2007 (Unaudited)

                                                                 <caption>
      Class A              Class B	         Class C	             Class Z	             Total
	$	            $	         $	        $	 $

	                                                                   <c>              <c>	<c>	<c>	<c>
Partners? Capital,
   August 1, 2007                           	    2,676,808	  516,163	1,310,000	50,000 	     4,552,971

Subscriptions                           	    1,226,304	  351,184	500,000	20,000 	     2,097,488

Net Income                           	    14,614	6,708	7,312	405 	          29,039

Redemptions                         	     (77,420)	       ?         	         ?      	           ?      	        (77,420)

Partners? Capital,
   September 30, 2007                        	    3,840,306	          874,055	  1,817,312 	    70,405 	     6,602,078


Partners? Capital,
   December 31, 2007                               6,560,236	1,327,960	3,364,766	111,559 	   11,364,521

Subscriptions                           	   8,041,860	2,871,238	4,477,937	125,000 	   15,516,035

Net Loss                           	   (286,728)	(29,136)	(104,370)	(2,210) 	      (422,444)

Redemptions                         	    (548,510)         (423,194)    	   (566,222)  	          ?     	   (1,537,926)

Partners? Capital,
   September 30, 2008                       	   13,766,858	        3,746,868	 7,172,111	   234,349 	   24,920,186


           Class A            Class B	          Class C	              Class Z             Total
	                                                  Units                Units	         Units	         Units	     Units
Beginning Units,
   August 1, 2007          2,676.808           516.163	        1,310.000	             50.000	          4,552.971

Subscriptions              1,269.167           363.301	           517.026             20.663	   2,170.157

Redemptions      (78.669)            ?           	       ?        	           ?     	      (78.669)

Ending Units,
   September 30, 2007                              3,867.306	          879.464        1,827.026	             70.663 	  6,644.459


Beginning Units,
   January 1, 2008                                     6,516.111        1,316.286	       3,328.248	            109.890	  11,270.535

Subscriptions   7,732.518        2,806.404       4,250.896            118.291 	  14,908.109

Redemptions            (527.777)        (410.065)      (513.906)              ?     	   (1,451.748)

Ending Units,
   September 30, 2008                            13,720.852        3,712.625       7,065.238	            228.181 	  24,726.896
<fn>

The accompanying notes are an integral part
of these financial statements. </table>
<page> <table> MORGAN STANLEY MANAGED FUTURES LV, L.P.
STATEMENTS OF CASH FLOWS
(Unaudited)

<caption>



	 				   For the Period from
					        August 1, 2007
				     	 (commencement
                                                                          For the Nine Months              of operations)
                                                                         Ended September 30,         to September 30,

	                             2008    	   	               2007
	                      $		   	     $

	<c>			<c>

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)  		         (422,444)                           29,039
Adjustments to reconcile net income (loss):
	Purchases of investments in Trading Companies 	                               (20,525,455)                    (6,597,309)
	Proceeds from sale of investments in Trading Companies	                     7,077,087                  	           ?
	Net change in unrealized appreciation on investments	                                44,407                          (56,948)

Net cash used for operating activities         (13,826,405)                    (6,625,218)

CASH FLOWS FROM FINANCING ACTIVITIES

Subscriptions                                                  15,516,035                       6,650,459
Redemptions                                       ( 1,689,630)                         (25,241)

Net cash provided by financing activities    13,826,405                       6,625,218

Net change in cash                                           ?   	                                   ?
Cash at beginning of period                          ? 	                                   ?
Cash at end of period                                                 ?     	                    ?



<fn>





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


<page> MORGAN STANLEY MANAGED FUTURES LV, L.P.
NOTES TO FINANCIAL STATEMENTS

September 30, 2008

(Unaudited)


The unaudited financial statements contained herein include, in
the opinion of management, all adjustments necessary for a fair
presentation of the financial condition and results of operations
of Morgan Stanley Managed Futures LV, L.P. (?Profile LV? or the
"Partnership").  The financial statements and condensed notes
herein should be read in conjunction with the Partnership?s annual
report filed with its Form 10 filed on October 2, 2008.

1.  Organization
Morgan Stanley Managed Futures LV, L.P. was formed on February 22,
2007, under the Delaware Revised Uniform Limited Partnership Act,
as a multi-advisor commodity pool created to profit from the
speculative trading of futures contracts, options on futures and
forward contracts, and forward contracts on physical commodities
and other commodities interests, including, but not limited to,
foreign currencies, financial instruments, mortgage-backed
securities, and money market instruments (collectively, ?Futures
Interests?).  The Partnership is one of the Partnerships in the
Morgan Stanley Managed Futures Profile Series, comprised of the
Partnership, Morgan Stanley Managed Futures MV, L.P., and Morgan
Stanley Managed Futures HV, L.P. (collectively, the ?Profile
Series?).  The Partnership allocates substantially all of its




<page> MORGAN STANLEY MANAGED FUTURES LV, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

assets to multiple trading companies (each a ?Trading Company?, or
collectively the ?Trading Companies?), each of which allocates
substantially all of its assets to the trading program of an
unaffiliated commodity trading advisor which makes investment
decisions for each respective Trading Company.

The Partnership commenced trading operations on August 1, 2007, in
accordance with the terms of its Limited Partnership Agreement.
The primary commodity broker for each Trading Company is Morgan
Stanley & Co. Incorporated (?MS&Co.?), except for Morgan Stanley
Managed Futures Kaiser I, LLC (?Kaiser I?), which effective
January 2, 2008, uses Newedge Financial Inc. (?Newedge?) as its
primary commodity broker.  Morgan Stanley & Co. International plc
(?MSIP?) acts as each Trading Company?s commodity broker to the
extent it trades on the London Metal Exchange (except that Kaiser
I, which uses Newedge) (collectively, MS&Co., MSIP, and Newedge
are referred to as the ?Commodity Brokers?).  Each Trading
Company?s over-the-counter foreign exchange spot, options, and
forward contract counterparties is MS&Co. or Morgan Stanley
Capital Group Inc. (?MSCG?) to the extent a Trading Company trades
options on over-the-counter foreign currency forward contracts
(except that Newedge serves in such capacity with respect to
Kaiser I).


<page> MORGAN STANLEY MANAGED FUTURES LV, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

The financial statements have been prepared using the ?Fund of
Funds? approach and accordingly all revenue and expense
information from the Trading Companies is reflected as a net
amount under change in unrealized appreciation on investments on
the Statements of Operations.  The Partnership maintains
sufficient cash balances on hand to satisfy ongoing operating
expenses for the Partnership.  The Trading Companies for the
Partnership at September 30, 2008, are Morgan Stanley Managed
Futures Chesapeake I, LLC, Morgan Stanley Managed Futures DKR I,
LLC, Kaiser I, Morgan Stanley Managed Futures Transtrend II, LLC,
and Morgan Stanley Strategic Alternatives, L.L.C.  The trading
advisors to the Trading Companies are Chesapeake Capital
Corporation (?Chesapeake?), DKR Fusion Management L.P. (?DKR?),
Kaiser Trading Group Pty. Ltd. (?Kaiser?),  Transtrend B.V.
(?Transtrend?), and Bridgewater Associates, Inc. (?Bridgewater?),
respectively, (each individually, a ?Trading Advisor?, or
collectively, the ?Trading Advisors?).

The general partner of the Partnership and the trading manager of
each Trading Company is Demeter Management Corporation
(?Demeter?).  Demeter may reallocate the Partnership?s assets to
the different Trading Companies in its sole discretion.



<page> MORGAN STANLEY MANAGED FUTURES LV, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Demeter, MS&Co., MSIP, and MSCG are wholly-owned subsidiaries of
Morgan Stanley.

Units of limited partnership interest (?Units?) of the Partnership
are being offered to limited partners in four share classes.
Depending on the aggregate amount invested in the Partnership,
limited partners purchased either class A, B, C or D Units in the
Partnership (each a ?Class? and collectively the ?Classes?).  As
of September 30, 2008, there were no Class D Units outstanding in
the Partnership.  Certain limited partners who are not subject to
the ongoing placement agent fee are deemed to hold Class Z Units.
Demeter issued Class Z Units with respect to its investment in the
Partnership.

Demeter is not required to maintain any investment in the
Partnership, and may withdraw any portion of its interest in the
Partnership, as permitted by the Limited Partnership Agreement.
Class Z Units are not subject to paying the placement agent fee.

Effective September 1, 2008, Morgan Stanley Strategic
Alternatives, L.L.C. was added as a Trading Company to the
Partnership and began trading assets for the Partnership through
its Trading Advisor, Bridgewater.  The assets traded by
Bridgewater are traded pursuant to Bridgewater?s Pure Alpha
Futures Only Strategy.
<page> MORGAN STANLEY MANAGED FUTURES LV, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Effective February 29, 2008, Demeter terminated the management
agreement with Morgan Stanley Managed Futures Cornerstone I, LLC,
and Cornerstone Quantitative Investment Group Inc.
(?Cornerstone?).  Consequently, Cornerstone ceased all Futures
Interests trading on behalf of the Partnership as of February 29,
2008.

The Partnership withdrew its investment to Morgan Stanley Managed
Futures Transtrend I, LLC effective February 29, 2008.
Subsequently, the Partnership made an investment to Morgan Stanley
Managed Futures Transtrend II, LLC effective March 1, 2008.

2.  Related Party Transactions
The Trading Companies? cash is on deposit with MS&Co. and MSIP in
futures interest trading accounts to meet margin requirements as
needed.  MS&Co. pays each Trading Company at each month end
interest income on 100% of its average daily funds on deposit with
MS&Co.  Assets deposited with MS&Co. as margin are credited with
interest income at a rate approximately equivalent to what MS&Co.
pays other customers on such assets deposited as margin.  Assets
not deposited as margin with MS&Co. are credited with interest
income at a rate equal to the monthly average of the 4-week U.S.
Treasury bill discount rate less 0.15% during such month.  For
purposes of these interest credits, daily funds do not include
monies due a Trading Company on or with respect to futures,


<page> MORGAN STANLEY MANAGED FUTURES LV, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

forwards, or options contracts that have not been received.
MS&Co. retains any interest in excess of the interest paid by
MS&Co. to the Trading Company.

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

4.  Financial Instruments
The Trading Companies trade Futures Interests.  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.

The fair value of exchange-traded contracts is based on the
settlement price quoted by the exchange on the day with respect
to which fair value is being determined.  If an exchange-traded

<page> MORGAN STANLEY MANAGED FUTURES LV, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

contract could not have been liquidated on such day due to the
operation of daily limits or other rules of the exchange, the
settlement price shall be the settlement price on the first
subsequent day on which the contract could be liquidated.  The
fair value of off-exchange-traded contracts is based on the fair
value quoted by the counterparty.

The Trading Companies contracts are accounted for on a trade-date
basis and marked to market on a daily basis. The Trading
Companies account for their derivative investments in accordance
with the provisions of Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and
Hedging Activities" ("SFAS No. 133").  SFAS No. 133 defines a
derivative as a financial instrument or other contract that has
all three of the following characteristics:


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



<page> MORGAN STANLEY MANAGED FUTURES LV, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Generally, derivatives include futures, forward, swap or options
contracts, and other financial instruments with similar
characteristics such as caps, floors, and collars.

5.  New Accounting Developments
In July 2006, the Financial Accounting Standards Board (?FASB?)
issued Interpretation No. 48, ?Accounting for Uncertainty in
Income Taxes ? an interpretation of FASB Statement 109? (?FIN
48?).  FIN 48 clarifies the accounting for income taxes by
prescribing the minimum recognition threshold a tax position must
meet before being recognized in the financial statements.  FIN 48
became effective for the Partnership as of August 1, 2007.  The
Partnership has determined that the adoption of FIN 48 did not
have a material impact on the Partnership?s financial statements.
The Partnership files U.S. federal and state tax returns.  The
2007 tax year generally is subject to examination by U.S. federal
and most state tax authorities.

In September 2006, the Financial Accounting Standards Board
("FASB") issued Statement of Financial Accounting Standards No.
157 ("SFAS 157"), "Fair Value Measurements".  SFAS 157 requires
use of a fair value hierarchy that prioritizes the inputs to
valuation techniques used to measure fair value into three
levels: Level 1 - quoted market prices in active markets for


<page> MORGAN STANLEY MANAGED FUTURES LV, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

identical assets and liabilities; Level 2 - inputs other than
quoted market prices that are observable for the asset or
liability, either directly or indirectly (including quoted prices
for similar investments, interest rates, credit risk); and Level
3 - unobservable inputs for the asset or liability (including the
Partnership?s own assumptions used in determining the fair value
of investments).

Demeter evaluated the impact of adopting SFAS 157 on the
Partnership?s financial statements.  The Partnership adopted SFAS
157 as of January 1, 2008.  Based on its analysis, the effect of
applying SFAS 157 to the investments included in the financial
statements does not have a material impact on the Partnership?s
financial statements.

The following table summarizes the valuation of the Partnership?s
investments by the above SFAS 157 fair value hierarchy as of
September 30, 2008: <table> <caption>



Assets
 Quoted Prices in
Active Markets for
  Identical Assets
        (Level 1)
 Significant Other
   Observable
       Inputs
     (Level 2)
  Significant
   Unobservable
     Inputs
   (Level 3)




        Total

$
   $
   $

 $


<c>
 <c>
<c>

 <c>
Investment in Kaiser I, LLC
    ?
 6,170,344
    ?

 6,170,344
Investment in Transtrend II, LLC
    ?
 5,943,249
    ?

 5,943,249
Investment in DKR I, LLC
    ?
 5,082,777
    ?

 5,082,777
Investment in Chesapeake I, LLC
    ?
 4,702,213
    ?

 4,702,213
Investment in Strategic Alternatives  L.L.C.
    ?
 3,122,117
    ?

 3,122,117
</table>
<page> <table>
MORGAN STANLEY MANAGED FUTURES LV, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
<caption>
Transfers in and/or out of Level 3






     Level 3
    Investments
  June 30, 2008




 Purchases




      Sales




     Net realized


    Net change in
      unrealized
appreciation


Transfers out
  of Level 3 to
      Level 2


     Level 3
        Investments
   September 30, 2008
<s

<        <c>
<c>
<c>
<c>
<c>
<    <c>
       <c>
 <   Kaiser I, LLC
        $5,610,651
 $1,175,807
    $(536,779)
       $64,896
     $(144,231)
        $(6,170,344)
                  $0
Tr Transtrend II, LLC
        $5,002,054
 $1,181,724
    $(349,426)
         $5,888
      $103,009
        $(5,943,249)
                  $0
     DKR I, LLC
        $4,846,228
 $1,175,808
    $(381,766)
         $2,536
     $(560,029)
        $(5,082,777)
                  $0
K   Chesapeake I, LLC
        $4,235,080
 $1,622,527
           ?
           ?
  $(1,155,394)
        $(4,702,213)
                  $0
K   Strategic Alternatives
L.L.C.

                ?____

      $3,109,607       ?

                 ?___

                  ?___

             $12,510

        $(3,122,117)

                                   $0___

      $19,694,013
      $8,265,473
 $(1,267,971)
        $73,320
      $ (1,744,135)
      $(25,020,700)
                                     $0      .
</table>
The above table is presented as if the change from Level 3 to
Level 2 occurred as of September 30, 2008.

It is management?s view that the Investments in the Trading
Companies which were previously reported as Level 3 Investments
should have been categorized as Level 2 Investments as we feel
that the inputs of these Investments are all observable.
The Partnership?s assets identified as ?Investment in Trading
Companies? reflected on the Statements of Financial Condition
represents the net asset value of the Partnership?s pro rata
share of each Trading Company.  The Net Assets of each Trading
Company is equal to the total assets of the Trading Company
(including, but not limited to all cash and cash equivalents,
accrued interest and amortization of original issue discount, and
the market value of all open Futures Interests contract positions

<page> MORGAN STANLEY MANAGED FUTURES LV, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

and other assets) less all liabilities of the Trading Company
(including, but not limited to, brokerage commissions that would
be payable upon the closing of open Futures Interest positions,
management fees, incentive fees, and extraordinary expenses),
determined in accordance with generally accepted accounting
principles.

The Partnership?s investment in the Trading Companies represents
approximately: Kaiser I, LLC (24.66%); Transtrend II, LLC
(23.75%); DKR I, LLC (20.32%); Chesapeake I, LLC (18.79%); and
Strategic Alternatives, L.L.C. (12.48%) of the total assets of
the Partnership, respectively.

Summarized information for the Partnership?s investment in the
Trading Companies as of September 30, 2008 is as follows: <table>
<caption>







    Fair Value
January 1, 2008




 Purchases




      Sales




     Net realized


    Net change in
      unrealized
appreciation



      Fair Value
September 30, 2008
<         

    <c>
<c>
<c>
<c>
<c>
             <c>
Tr  Kaiser I, LLC
        $2,387,856
 $4,151,656
    $(536,779)
       $64,896
      $102,715
             $6,170,344
K   Transtrend II, LLC
                 ?
 $5,830,896
    $(349,426)
         $5,888
      $455,891
             $5,943,249
K   DKR I, LLC
        $2,311,769
 $3,305,811
    $(381,766)
         $2,536
    $(155,573)
             $5,082,777
     Chesapeake I, LLC
        $2,379,062
 $3,130,041
    $(357,056)
       $36,280
    $(486,114)
             $4,702,213
K   Strategic Alternatives
      L.L.C.

                 ?

 $3,109,607

                  ?

                 ?

            $12,510

             $3,122,117
     Cornerstone I, LLC
        $2,092,258
           $98,316       ?
      $(2,002,724)
        $(377,702)    ?
          $189,852
                    ?
K   Transtrend I, LLC
        $2,445,794
         $899,128
      $(3,493,633)
          $312,399
         $(163,688)
                    ?__   _

      $11,616,739
    $20,525,455
 $(7,121,384)
       $44,297
          $ (44,407)
           $25,020,700

</table>
In March 2008, the FASB issued SFAS NO. 161, Disclosures about
Derivative Instruments and Hedging Activities (?SFAS 161?).  SFAS
<page>            MORGAN STANLEY MANAGED FUTURES LV, L.P.
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)

161 is intended to improve financial reporting about derivative
instruments and hedging activities by requiring enhanced
disclosures to enable investors to better understand how those
instruments and activities are accounted for; how and why they
are used; and their effects on the Partnership?s financial
position, financial performance, and cash flows.  SFAS 161 is
effective for financial statements issued for fiscal years
beginning after November 15, 2008, and interim periods within
those fiscal years.  The Partnership is currently evaluating the
impact that the adoption of SFAS Mo. 161 will have on its
financial statement disclosures.













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


Liquidity.  MS&Co. and its affiliates (Newedge with respect to
Kaiser I) act as custodians of each Trading Company?s assets
pursuant to customer agreements and foreign exchange customer
agreement.  The Partnership allocates substantially all of its
assets to multiple Trading Companies.  Such assets are deposited
in the Trading Companies? trading accounts with MS&Co. or its
affiliates (Newedge with respect to Kaiser I).  The funds in such
accounts are available for margin and are used to engage in
Futures Interest trading pursuant to instructions provided by the
Trading Advisors.  The assets are held in either non-interest
bearing bank accounts or in securities and instruments permitted
by the Commodity Futures Trading Commission for investment of
customer segregated or secured funds.  Since the Partnership?s
sole purpose is to trade Futures Interests indirectly through the
investment in the Trading Companies, it is expected that the
Trading Companies will continue to own such liquid assets for
margin purposes.

The Trading Companies investment in Futures Interests may, from
time to time, be illiquid.  Most U.S. futures exchanges limit
fluctuations in prices during a single day by regulations referred
to as ?daily price fluctuations limits? or ?daily limits?.  Trades
may not be executed at prices beyond the daily limit.  If the
price for a particular futures or options contract has increased
<page> or decreased by an amount equal to the daily limit,
positions in that futures or options contract can neither be taken
nor liquidated unless traders are willing to effect trades at or
within the limit.  Futures prices have occasionally moved the
daily limit for several consecutive days with little or no
trading.  These market conditions could prevent the Trading
Companies from promptly liquidating its futures or options
contracts and result in restrictions on redemptions.

There is no limitation on daily price moves in trading forward
contracts on foreign currencies.  The markets for some world
currencies have low trading volume and are illiquid, which may
prevent the Trading Companies from trading in potentially
profitable markets or prevent the Trading Companies from promptly
liquidating unfavorable positions in such markets, subjecting it
to substantial losses.  Either of these market conditions could
result in restrictions on redemptions.  For the periods covered by
this report, illiquidity has not materially affected the
Partnership?s assets.

There are no known material trends, demands, commitments, events,
or uncertainties at the present time that are reasonably likely to
result in the Partnership?s liquidity increasing or decreasing in
any material way.

Capital Resources.  The Partnership does not have, nor does it
expect to have, any capital assets.  Redemptions, exchanges, and
<page> sales of units of limited partnership interest ("Unit(s)")
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 inflows and outflows of Units.

There are no known material trends, favorable or unfavorable,
that would affect, nor any expected material changes to, the
Partnership?s capital resource arrangements at the present time.

Results of Operations
General.  The Partnership?s results depend on the Trading Advisors
and the ability of each Trading Advisor?s trading program to take
advantage of price movements in the futures, forward, and options
markets.  The following presents a summary of the Partnership?s
operations for the three and nine month periods ended September
30, 2008, and for the period from August 1, 2007 (commencement of
operations) to September 30, 2007, and a general discussion of its
trading activities during each period.  It is important to note,
however, that the Trading Advisors trade in various markets at
different times and that prior activity in a particular market
does not mean that such market will be actively traded by the
Trading Advisors or will be profitable in the futures.
Consequently, the results of operations of the Partnership are
difficult to discuss other than in the context of the Trading
Advisors? trading activities on behalf of the Partnership during
<page> the period in question.  Past performance is no guarantee
of future results.
<page> The Partnership?s results of operations set forth in the
financial statements on pages 2 through 17 of this report are
prepared in accordance with accounting principles generally
accepted in the United States of America, which require the use of
certain accounting policies that affect the amounts reported in
these financial statements, including the following:  The
contracts the Trading Companies? trade are accounted for on a
trade-date basis and marked to market on a daily basis.  The
difference between their cost and market value is recorded on the
Statements of Operations as ?Net change in unrealized appreciation
on investments? for open (unrealized) contracts, and recorded as
?Realized? trading gain (loss) when open positions are closed out.
The sum of these amounts constitutes the Partnership?s trading
results.  The market value of a futures contract is the settlement
price on the exchange on which that futures contract is traded on
a particular day.  The value of a foreign currency forward
contract is based on the spot rate as of the close of business.

Demeter believes that, based on the nature of the operations of
the Partnership, no assumptions relating to the application of
critical accounting policies other than those presently used could
reasonably affect reported amounts.

For the Three and Nine Months Ended September 30, 2008
The Partnership recorded total trading results of $(1,664,901)
and expenses totaling $176,762, resulting in a net loss of
$1,841,663 for the three months ended September 30, 2008.  The
<page> Partnership?s net asset value per Unit by share Class is
provided in the table below.


Share Class			NAV at 9/30/08		NAV at 6/30/08
A					   $1,003.35		   $1,091.83
B					   $1,009.22		   $1,096.81
C					   $1,015.13		   $1,101.80
Z					   $1,027.03		   $1,111.86

The most significant trading losses of approximately 2.4% were
incurred within the agricultural markets, primarily during July
and August, from long futures positions in the soybean complex
and corn as prices declined on news that favorable weather may
improve crop conditions in the U.S. Midwest and on speculation
that a slowing U.S. economy may reduce demand for alternative
biofuels.  Elsewhere in the agricultural complex, long positions
in cocoa futures resulted in losses during July as prices
decreased following news of a rise in exports from the Ivory
Coast, the world?s largest cocoa producer.  Within the currency
sector, losses of approximately 2.4% were recorded primarily
during August from long positions in the Canadian dollar, Swiss
franc, and Australian dollar versus the U.S. dollar as the value
of the U.S. dollar moved sharply higher against these currencies
in tandem with surging U.S. Treasury prices amid a worldwide
?flight-to-quality? due to fears of an intense credit crunch and
subsequent global recession.  Within the energy markets, losses
of approximately 1.8% were experienced, primarily during July,
from long futures positions in crude oil and its related products
as prices reversed lower amid signs that the U.S. economic slump
<page> may extend into 2009 and curb future energy demand.
Meanwhile, long positions in natural gas futures resulted in
losses as prices sharply decreased in July amid rising
inventories and news that the Atlantic hurricane season's first
storm avoided the gas-producing fields in the Gulf of Mexico.
Within the global interest rate sector, losses of approximately
1.3% were incurred, primarily during July and September, from
short positions in European, Japanese, and Australian fixed-
income futures as prices increased amid a worldwide ?flight-to-
quality? due to a sharp drop in the global equity markets and
worries regarding the fundamental health of the world?s financial
system.  Additional losses of approximately 0.6% were recorded
within the metals markets, primarily during July and August, from
long positions in gold futures as prices declined due to a rise
in the value of the U.S. dollar.  Smaller losses were experienced
from long futures positions in copper and aluminum as prices
decreased on concerns that turmoil in the financial markets may
further weaken the global economy and erode demand for base
metals.  A portion of the Partnership?s losses for the quarter
was offset by gains of approximately 1.3% recorded within the
global stock index sector, primarily during July and September,
from short positions in U.S., European, and Pacific Rim equity
index futures as prices moved sharply lower amid unprecedented
U.S. financial market volatility and turmoil following news of
the collapse of a major U.S. investment bank and the government
rescue of a U.S. insurance giant.  Furthermore, global equity
prices plunged after the U.S. House of Representatives rejected
<page> the Economic Stabilization Act of 2008, which would have
allowed the U.S. Treasury to purchase troubled mortgage-backed
securities from U.S. financial institutions.

The Partnership recorded total trading results of $(110) and
expenses totaling $422,334, resulting in a net loss of $422,444
for the nine months ended September 30, 2008.  The Partnership?s
net asset value per Unit by share Class is provided in the table
below.

Share Class			NAV at 9/30/08		NAV at 12/31/07
A					   $1,003.35		   $1,006.77
B					   $1,009.22		   $1,008.87
C					   $1,015.13		   $1,010.97
Z					   $1,027.03		   $1,015.18


The most significant trading gains of approximately 4.0% were
experienced within the energy markets, primarily during the first
half of the year, from long futures positions in crude oil and
its related products as prices moved consistently higher due to
speculation that OPEC may cut production, ongoing geopolitical
concerns in the Middle East, growing Asian fuel consumption, and
strong demand for physical commodities as an inflation hedge.
Elsewhere, long positions in natural gas futures also resulted in
gains throughout the majority of the first half of the year on
expectations of a rise in demand due to colder weather in the
U.S. Northeast and news of a drop in U.S. inventories.  Within
the global stock index sector, gains of approximately 2.3% were
recorded primarily during February, March, June, and July from
<page> short positions in U.S., European, and Pacific Rim equity
index futures as prices decreased on concerns that a persistent
U.S. housing slump, mounting losses linked to U.S. sub-prime
mortgage investments, rising commodity prices, and a weakening
job market may restrain consumer spending, erode corporate
earnings, and curb global economic growth.  Additional gains were
experienced in September from short positions in global stock
index futures as equity prices dropped sharply amid unprecedented
U.S. financial market volatility and turmoil.  Further gains of
approximately 0.8% were recorded within the agricultural markets,
primarily during January, February, and June, from long futures
positions in cocoa futures as prices rose on speculation that
crops in the Ivory Coast, the world?s largest producer, were
developing more slowly than anticipated.  A portion of the
Partnership?s gains for the first nine months of the year was
offset by losses of approximately 1.0% incurred within the global
interest rate sector, primarily during April, from long positions
in U.S., European, and Japanese fixed-income futures as prices
moved lower amid a rebound in the global equity markets and
investor optimism that the worst of the recent credit market
crisis had passed.  Newly established short positions in
European, Japanese, and Australian interest rate futures resulted
in losses during July and September as prices increased amid a
worldwide ?flight-to-quality? due to the aforementioned drop in
the global equity markets and worries regarding the fundamental
health of the world?s financial system.  Additional losses of
approximately 0.2% were recorded within the metals markets,
<page> primarily during March, July, and August, from long
positions in gold futures as prices declined due to a rise in the
value of the U.S. dollar.  Smaller losses were incurred from long
futures positions in copper and aluminum as prices decreased
during March, July, and August on concerns that slowing economic
growth may erode demand for base metals.

For the Period from August 1, 2007 (commencement of operations)
to September 30, 2007
The Partnership recorded total trading results of $56,948 and
expenses totaling $27,909, resulting in net income of $29,039 for
the period from August 1, 2007 (commencement of operations) to
September 30, 2007.  The Partnership?s net asset value per Unit
by share Class is provided in the table below.

Share Class				NAV at 9/30/07
A						   $1,036.75
B						   $1,040.20
C					   	   $1,043.65
Z					   	   $1,050.60

The most significant trading losses of approximately 0.8% were
incurred within the currency sector, primarily during August,
from long positions in the euro, British pound, and Brazilian
real versus the U.S. dollar as the value of the U.S. dollar
reversed higher against most of its rivals after continued
volatility in the global equity markets and widening credit
losses tied to U.S. subprime loans resulted in substantially
stronger demand for U.S. dollar-denominated government bonds.
Meanwhile, short positions in the Japanese yen versus the U.S.
<page> dollar, Australian dollar, and British pound resulted in
losses as the value of the Japanese yen increased relative to
these currencies after a sell-off in the global equity markets
prompted investors to trim riskier assets funded by loans in
Japan.  Within the metals markets, losses of approximately 0.2%
were recorded primarily during August from long positions in
aluminum, copper, nickel, and zinc as prices declined amid rising
stockpiles and speculation that losses in the global financial
markets may erode demand for raw materials.  Additional losses of
approximately 0.2% were experienced within the global interest
rate sector, primarily during September, from long positions in
European, Japanese, and Australian fixed-income futures as prices
reversed lower following a rebound in global equities, which
reduced demand for the relative ?safety? of government debt.  A
portion of the Partnership?s overall losses for the quarter was
offset by gains of approximately 0.8% recorded within the
agricultural markets, primarily during September, from long
positions in wheat futures as prices rose sharply amid
persistently strong international demand and fears of a shortage
in supply due to unfavorable weather in key growing countries,
such as Ukraine and Australia.  Meanwhile, long futures positions
in the soybean complex resulted in gains as prices moved higher
on concerns that hot, dry weather in the South and flooding in
the Midwest may have damaged U.S. crops.  Within the global stock
index sector, gains of approximately 0.7% were experienced
primarily during September from long positions in U.S., European,
and Pacific Rim equity index futures as prices increased on
<page> optimism that the worst of the turmoil in the credit
markets may have passed.  Smaller gains of approximately 0.3%
were recorded within the energy markets, primarily during
September, from long futures positions in crude oil and its
related products as prices trended higher during the month after
continuous hurricane activity in the Gulf of Mexico threatened
production facilities, and the U.S. Department of Energy reported
a drop in U.S. inventories.

Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Introduction
All of the Partnership?s assets are subject to the risk of trading
loss through its investments in the Trading Companies, each of
which invests substantially all of its assets in the trading of
program of an unaffiliated Trading Advisor. The market-sensitive
instruments held by the Trading Companies are acquired for
speculative trading purposes and, substantially all of the
respective Trading Companies? assets are subject to the risk of
trading loss.  Unlike an operating company, the risk of market-
sensitive instruments is integral, not incidental, to the Trading
Companies? main line of business.

The futures, forwards, and options traded by the Trading
Companies involve varying degrees of related market risk.  Market
risk is dependent upon changes in the level or volatility of
interest rates, exchange rates, and prices of financial
instruments and commodities.  These factors result in frequent
<page> changes in the fair value of the Trading Companies? open
positions, and consequently in its earnings, whether realized or
unrealized, and cash flow.  Gains and losses on open positions of
exchange-traded futures, exchange-traded forward, and exchange-
traded futures-styled options contracts are settled daily through
variation margin.  Gains and losses on off-exchange-traded
forward currency contracts and forward currency options contracts
are settled upon termination of the contract.  However, the
Trading Companies are required to meet margin requirements equal
to the net unrealized loss on open forward currency contracts in
the Trading Companies? accounts with the counterparty, which is
accomplished by daily maintenance of the cash balance in a
custody account held at MS&Co.

The total market risk of the respective Trading Companies may
increase or decrease as it is influenced by a wide variety of
factors, including, but not limited to, the diversification among
the Trading Companies? open positions, the volatility present
within the markets, and the liquidity of the markets.

The face value of the market sector instruments held by the
Trading Companies is typically many times the applicable margin
requirements.  Margin requirements generally range between 2% and
15% of contract face value.  Additionally, the use of margin
causes the face value of the market sector instruments held by
the Trading Companies typically to be many times the total
capitalization of the Trading Companies.
<page> The Partnership?s and the Trading Companies? past
performance are no guarantee of their future results.  Any
attempt to numerically quantify the Trading Companies? market
risk is limited by the uncertainty of its speculative trading.
The Trading Companies? speculative trading and use of leverage
may cause future losses and volatility (i.e., "risk of ruin")
that far exceed the Trading Companies? experiences to date
disclosed under the "Trading Companies? Value at Risk in
Different Market Sectors" section and significantly exceed the
Value at Risk ("VaR") tables disclosed below.

Limited partners will not be liable for losses exceeding the
current net asset value of their investment.

Quantifying the Trading Companies? Trading Value at Risk
The following quantitative disclosures regarding the Trading
Companies? 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 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 Trading Companies account for open positions on the basis of
mark to market accounting principles. Any loss in the market
<page> value of the Trading Companies? open positions is directly
reflected in the respective Trading Companies? earnings and cash
flow.

The Trading Companies? risk exposure in the market sectors traded
by the Trading Advisors is estimated below in terms of VaR.  VaR
for a particular market sector is estimated by Demeter using a
model based upon historical simulation (with a confidence level of
99%) which involves constructing a distribution of hypothetical
daily changes in the value of a trading portfolio.  The VaR model
takes into account linear exposures to risks including equity and
commodity prices, interest rates, foreign exchange rates, and
correlation among these variables.  The hypothetical daily changes
in the value of a Trading Company?s portfolio 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 one-day 99% confidence level of the Trading
Companies? VaR corresponds to the reliability of the expectations
that the Trading Company?s trading losses in one day will not
exceed the maximum loss indicated by the VaR.  The 99% one-day
confidence level is not an indication of probability of such
losses, nor does VaR typically represent the worst case outcome.
Demeter uses approximately four years of daily market data and
re-values its portfolio for each of the historical market moves
that occurred over this period. This enables Demeter to generate
a distribution of daily ?simulated profit and loss? outcomes.

<page> The Trading Companies? VaR computations are based on the
risk representation of the underlying benchmark for each
instrument or contract and do not distinguish between exchange
and non-exchange dealer-based instruments.  They are also not
based on exchange and/or dealer-based maintenance margin
requirements.

VaR models, including the models used by Morgan Stanley and
Demeter, are continually evolving as trading portfolios become
more diverse and modeling techniques and systems capabilities
improve. Please note that the VaR model is used to quantify
market risk for historic reporting purposes only and is not
utilized by either Demeter or the Trading Advisors in their daily
risk management activities. Please further note that VaR as
described above may not be comparable to similarly-titled
measures used by other entities.

The Trading Companies? Value at Risk in Different Market Sectors
As of September 30, 2008 and 2007, Morgan Stanley Managed Futures
Chesapeake I, LLC?s total capitalization prior to September 30,
2008 and 2007 redemptions was $5,401,787 and $1,606,089,
respectively.  The Partnership owned 16.37% and 54.82%,
respectively, of Morgan Stanley Managed Futures Chesapeake I,
LLC.



<page> <table>
Morgan Stanley Managed Futures Chesapeake I, LLC
<caption>
					    September 30, 2008  September 30, 2007
Primary Market Risk Category         VaR                VaR

							<c>				<c>
Currency						 (0.43)%			(0.65)%
Interest Rate					 (0.42)			(0.40)
Equity						 (0.18)			(0.76)
Commodity						 (0.59)			(1.71)
Aggregate Value at Risk			 (0.83)%			(2.23)%
As of September 30, 2008 and 2007, Morgan Stanley Managed Futures
DKR I, LLC?s total capitalization prior to September 30, 2008 and
2007 redemptions was $5,782,352 and $1,594,929, respectively.
The Partnership owned 100% and 100%, respectively, of Morgan
Stanley Managed Futures DKR I, LLC.



Morgan Stanley Managed Futures DKR I, LLC
					    September 30, 2008  September 30, 2007
Primary Market Risk Category         VaR                VaR
Currency						 (0.11)%			(1.19)%
Interest Rate					 (0.33)			(0.32)
Equity						 (0.08)			(0.08)
Commodity						 (0.38)			(0.85)
Aggregate Value at Risk			 (0.57)%			(1.47)%

</table>

As of September 30, 2008 and 2007, Morgan Stanley Managed Futures
Kaiser I, LLC?s total capitalization prior to September 30, 2008
and 2007 redemptions was $6,869,918 and $1,651,867, respectively.
The Partnership owned 16.87% and 55.01%, respectively, of Morgan
Stanley Managed Futures Kaiser I, LLC.


<page> <table>

Morgan Stanley Managed Futures Kaiser I, LLC
					    September 30, 2008  September 30, 2007
Primary Market Risk Category         VaR               VaR

							<c>				<c>
Currency						 (0.01)%		    (0.22)%
Interest Rate					 (0.02)		    (0.04)
Equity						 (0.09)		    (0.22)
Commodity						 (0.04)		    (0.39)
Aggregate Value at Risk			 (0.12)%		    (0.52)%

As of September 30, 2008, Morgan Stanley Strategic Alternatives
L.L.C.?s total capitalization prior to September 30, 2008
redemptions was $3,821,691.  The Partnership owned 11.81% of
Bridgewater Associates, Inc.

Morgan Stanley Strategic Alternatives, L.L.C. was added as a
Trading Company to the Partnership effective September 1, 2008.

Morgan Stanley Strategic Alternatives, L.L.C.
					      September 30, 2008
Primary Market Risk Category           VaR
Currency					 	   (0.69)%
Interest Rate					   (0.94)
Equity						   (0.36)
Commodity						   (0.22)
Aggregate Value at Risk			   (1.03)%
</table>
As of September 30, 2008, Morgan Stanley Managed Futures
Transtrend II, LLC?s total capitalization prior to September 30,
2008 redemptions was $6,642,823.  The Partnership owned 16.07% of
Morgan Stanley Managed Futures Transtrend II, LLC.

<page> Morgan Stanley Managed Futures Transtrend II, LLC began
trading on March 1, 2008.
Morgan Stanley Managed Futures Transtrend II, LLC
					         September 30, 2008
Primary Market Risk Category             VaR
Currency						     (0.21)%
Interest Rate					     (0.42)
Equity						     (0.36)
Commodity						     (0.87)
Aggregate Value at Risk			     (1.24)%



As of September 30, 2007, Morgan Stanley Managed Futures
Transtrend I, LLC?s total capitalization prior to September 30,
2007 redemptions was $1,676,905.  The Partnership owed 54.40% of
Morgan Stanley Managed Futures Transtrend I, LLC.


Morgan Stanley Managed Futures Transtrend I, LLC was terminated
effective February 29, 2008.


Morgan Stanley Managed Futures Transtrend I, LLC
					       	 September 30, 2007
Primary Market Risk Category  		       VaR
Currency					 	     (0.44)%
Interest Rate					     (0.39)
Equity						     (0.30)
Commodity						     (2.37)
Aggregate Value at Risk			     (2.72)%


The VaR for a market category represents the one-day downside
risk for the aggregate exposures associated with this market
category.  The Aggregate Value at Risk listed above represents
the VaR of the respective Trading Companies? open positions
<page> across all the market categories, and is less than the sum
of the VaRs for all such market categories due to the
diversification benefit across asset classes.

Because the business of the Trading Companies is the speculative
trading of futures, forwards, and options, the composition of its
trading portfolio can change significantly over any given time
period, or even within a single trading day.  Such changes could
positively or negatively materially impact market risk as
measured by VaR.

The table below supplements the quarter-end VaR set forth above
by presenting the Trading Companies? high, low, and average VaR,
as a percentage of total Net Assets for the last two months of
the quarter ended September 30, 2007, full quarter ended December
31, 2007, and for the period from January 1, 2008, through
September 30, 2008.
<table> <caption>
Morgan Stanley Managed Futures Chesapeake I, LLC
Primary Market Risk Category        High      Low      Average

							<c>			<c>		<c>
Currency						(0.62)%	(0.43)%	 (0.51)%
Interest Rate					(0.53)	(0.30)	 (0.43)
Equity						(0.37)	(0.18)	 (0.24)
Commodity						(2.05)	(0.59)	 (1.57)
Aggregate Value at Risk			(2.29)%	(0.83)%	 (1.84)%




</table>







<page> <table>
Morgan Stanley Managed Futures DKR I, LLC
Primary Market Risk Category        High      Low      Average

							<c>		<c>			<c>
Currency						(1.30)%	(0.11)%	 (0.64)%
Interest Rate					(0.51)	(0.28)	 (0.37)
Equity						(0.16)	(0.08)	 (0.10)
Commodity						(1.14)	(0.38)	 (0.85)
Aggregate Value at Risk			(1.70)%	(0.57)%	 (1.22)%


Morgan Stanley Managed Futures Kaiser I, LLC
Primary Market Risk Category        High      Low      Average
Currency						(0.07)%	  -		 (0.02)%
Interest Rate					(0.31)	  -		 (0.15)
Equity						(0.56)	  -		 (0.23)
Commodity						(0.38)	  -		 (0.19)
Aggregate Value at Risk			(0.77)%	  -		 (0.34)%


Morgan Stanley Strategic Alternatives, L.L.C.

Primary Market Risk Category        High      Low      Average
Currency						(0.81)%	(0.23)%	  (0.54)%
Interest Rate					(0.94)	(0.22)	  (0.55)
Equity						(0.60)	(0.10)	  (0.29)
Commodity						(0.75)	(0.22)	  (0.47)
Aggregate Value at Risk			(1.24)%	(0.42)%	  (0.91)%


Morgan Stanley Managed Futures Transtrend II, LLC
Primary Market Risk Category        High      Low      Average
Currency						(2.96)%	(0.21)%	 (1.48)%
Interest Rate					(1.05)	(0.23)	 (0.55)
Equity						(0.40)	(0.17)	 (0.32)
Commodity						(5.36)	(0.87)	 (2.35)
Aggregate Value at Risk			(6.27)%	(1.24)%	 (2.88)%

</table>




<page>

Limitations on Value at Risk as an Assessment of Market Risk
VaR models permit estimation of a portfolio?s aggregate market
risk exposure, incorporating a range of varied market risks,
reflect risk reduction due to portfolio diversification or hedging
activities, and can cover a wide range of portfolio assets.
However, VaR risk measures should be viewed in light of the
methodology?s limitations, which include, but may not be limited
to the following:
*	past changes in market risk factors will not always result in
accurate predictions of the distributions and correlations of
future market movements;
*	changes in portfolio value caused by market movements may
differ from those of the VaR model;
*	VaR results reflect past market fluctuations applied to
current  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.

<page> In addition, the VaR tables above, as well as the past
performance of the Partnership and the Trading Companies, give no
indication of the Partnership?s potential "risk of ruin".

The VaR tables provided present the results of the Trading
Companies? VaR for each of the Trading Companies? market risk
exposures and on an aggregate basis at September 30, 2008, the
last two months of the quarter ended September 30, 2007, full
quarter ended December 31 2007, and for the period from January 1,
2008, through September 30, 2008.  VaR is not necessarily
representative of the Trading Companies? historic risk, nor should
it be used to predict the Partnership or the Trading Companies?
future financial performance or its ability to manage or monitor
risk. There can be no assurance that the Trading Companies? actual
losses on a particular day will not exceed the VaR amounts
indicated above or that such losses will not occur more than once
in 100 trading days.

Non-Trading Risk
The Trading Companies have non-trading market risk on their
foreign cash balances. These balances and any market risk they
may represent are immaterial.

The Trading Companies also maintains a substantial portion of its
available assets in cash at MS&Co.; as of September 30, 2008,
such amount was equal to:

<page>
*	approximately 92% of Morgan Stanley Managed Futures
Chesapeake I, LLC?s Net Assets.
*	approximately 92% of Morgan Stanley Managed Futures DKR I,
LLC?s Net Assets.
*	approximately 99% of Morgan Stanley Managed Futures Kaiser
I, LLC?s Net Assets.
*	approximately 92% of Morgan Stanley Strategic Alternatives,
L.L.C?s Net Assets.
*	approximately 95% of Morgan Stanley Managed Futures
Transtrend II, LLC?s Net Assets.

A decline in short-term interest rates would result in a decline
in the Trading Companies? cash management income.  This cash flow
risk is not considered to be material.

Materiality, as used throughout this section, is based on an
assessment of reasonably possible market movements and any
associated potential losses, taking into account the leverage,
optionality, and multiplier features of the Trading Companies?
market-sensitive instruments, in relation to the Trading
Companies? Net Assets.

Qualitative Disclosures Regarding Primary Trading Risk Exposures
The following were the primary trading risk exposures of the
Partnership at September 30, 2008, by market sector.  The <page>
Partnership is exposed to trading risk through its investments in
the Trading Companies.  It may be anticipated, however, that
these market exposures will vary materially over time.

Interest Rate.  The second largest market exposure of the
Partnership at September 30, 2008, was to the global interest
rate sector.  Exposure was primarily spread across the U.S.,
Japanese, Australian, European, Canadian, and New Zealand
interest rate sectors.  Interest rate movements directly affect
the price of the sovereign bond futures positions held by the
Partnership and indirectly affect the value of its stock index
and currency positions.  Interest rate movements in one country,
as well as relative interest rate movements between countries,
materially impact the Partnership?s profitability. The
Partnership?s interest rate exposure is generally to interest
rate fluctuations in the U.S. and the other G-7 countries.  The
G-7 countries consist of France, the U.S., the United Kingdom,
Germany, Japan, Italy, and Canada.  However, the Partnership also
takes futures positions in the government debt of smaller nations
- e.g., Australia and New Zealand.  Demeter anticipates that the
G-7 countries and Australian interest rates will remain the
primary interest rate exposure of the Partnership for the
foreseeable future.  The speculative futures positions held by
the Partnership may range from short to long-term instruments.
Consequently, changes in short, medium, or long-term interest
rates may have an effect on the Partnership.

<page> Currency.  At September 30, 2008, the Partnership had
market exposure to the currency sector.  The Partnership?s
currency exposure is to exchange rate fluctuations, primarily
fluctuations which disrupt the historical pricing relationships
between different currencies and currency pairs.  Interest rate
changes, as well as political and general economic conditions
influence these fluctuations.  The Partnership trades a large
number of currencies, including cross-rates - i.e., positions
between two currencies other than the U.S. dollar.  At September
30, 2008, the Partnership?s major exposures were to the euro,
Japanese yen, British pound, Swiss franc, Australian dollar,
Canadian dollar, New Zealand dollar, Swedish krona, Turkish lira,
Norwegian krone, Hungarian forint, Czech koruna, and Polish zloty
currency crosses, as well as to outright U.S. dollar positions.
Outright positions consist of the U.S. dollar vs. other
currencies.  These other currencies include major and minor
currencies.  Demeter does not anticipate that the risk associated
with the Partnership?s currency trades will change significantly
in the future.

Equity.  At September 30, 2008, the Partnership had market
exposure to the global stock index sector, primarily to equity
price risk in the G-7 countries.  The stock index futures traded
by the Partnership are by law limited to futures on broadly-based
indices.  At September 30, 2008, the Partnership?s primary market
exposures were to the S&P 500 (U.S.), SPI 200 (Australia), DAX
(Germany), Nikkei 225 (Japan), Euro Stox 600 (Europe), Canadian
<page> S&P 60 (Canada), NASDAQ 100 (U.S.), TOPIX (Japan), CAC 40
(France), FTSE 100 (United Kingdom), Dow Jones (U.S.), S&P MIB
(Italy), IBEX 35 (Spain), Euro Stox Mid 200 (Europe), All Share
(South Africa), H-shares (Hong Kong), Russell 2000 (U.S.), Euro
Stox 50 (Europe), Hang Seng (Hong Kong), Singapore Free
(Singapore), OMX 30 (Sweden), S&P Nifty (India), MSCI World
(world), Euro Stox Bank (Europe), and Taiwan (Taiwan) stock
indices.  The Partnership is typically exposed to the risk of
adverse price trends or static markets in the U.S., European, and
Pacific Rim stock indices. Static markets would not cause major
market changes, but would make it difficult for the Partnership
to avoid trendless price movements, resulting in numerous small
losses.

Commodity.
Soft Commodities and Agriculturals.  The largest market
exposure of the Partnership at September 30, 2008, was to
the markets that comprise these sectors.  Most of the
exposure was to the wheat, cocoa, sugar, live cattle,
coffee, lean hogs, cotton, corn, soybeans, soybean meal,
soybean oil, feeder cattle, lumber, orange juice, and oats
markets.  Supply and demand inequalities, severe weather
disruptions, and market expectations affect price movements
in these markets.

Energy.  The third largest market exposure of the
Partnership at September 30, 2008, was to the energy sector.
<page> The Partnership?s energy exposure was shared
primarily by futures contracts in crude oil and its related
products, as well as natural gas.  Price movements in these
markets result from geopolitical developments, particularly
in the Middle East, as well as weather patterns, and other
economic fundamentals.  Significant profits and losses,
which have been experienced in the past, are expected to
continue to be experienced in the future.  Natural gas has
exhibited volatility in prices resulting from weather
patterns and supply and demand factors and will likely
continue in this choppy pattern.

Metals.  At September 30, 2008, the Partnership had market
exposure to the metals sector.  The Partnership's metals
exposure was to fluctuations in the price of base metals,
such as copper, aluminum, nickel, and zinc, as well as
precious metals, such as gold, silver, and palladium.
Economic forces, supply and demand inequalities,
geopolitical factors, and market expectations influence
price movements in these markets.  The Trading Advisors
utilize their trading systems to take positions when market
opportunities develop, and Demeter anticipates that the
Trading Advisors will continue to do so.

Qualitative Disclosures Regarding Non-Trading Risk Exposure
The following was the only non-trading risk exposure of the
Partnership at September 30, 2008:
<page>
Foreign Currency Balances. The Partnership?s primary foreign
currency balances at September 30, 2008, were in Japanese
yen, Canadian dollars, euros, British pounds, Swiss francs,
Turkish lira, Hong Kong dollars, Australian dollars, Swedish
kronor, Singapore dollars, Norwegian krone, New Zealand
dollars, Slovakian koruny, Icelandic kronur, South African
rand, Czech koruny, and Hungarian forint.  The Partnership
controls the non-trading risk of foreign currency balances
by regularly converting them back into U.S. dollars upon
liquidation of their respective positions.

Item 4T.	CONTROLS AND PROCEDURES


As of the end of the period covered by this quarterly report, the
President and Chief Financial Officer of Demeter, the general
partner of the Partnership, have evaluated the effectiveness of
the Partnership?s disclosure controls and procedures (as defined
in Rules 13a?15(e) and 15d?15(e) of the Exchange Act), and have
judged such controls and procedures to be effective.

Changes in Internal Control Over Financial Reporting
	There have been no changes during the period covered by this
quarterly report in the Partnership?s internal control over
financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)
of the Exchange Act) that have materially affected or are
reasonably likely to materially affect, the Partnership?s <page>
internal control over financial reporting, subsequent to the date
of their evaluation.



<page> PART II.  OTHER INFORMATION
Item 1A. RISK FACTORS

There have been no material changes from the risk factors included
in the Partnership?s annual report filed with its Form 10 filed on
October 2, 2008.


Item 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS


Units of the Partnership are sold to persons and entities who are
accredited investors as the term is defined in Rule 501(a) of
Regulation D.

The aggregate proceeds of securities sold to the limited partners
during the period from August 1, 2007, to September 30, 2008, was
$26,884,508.  The Partnership received $235,000 in consideration
from the sale of Units to Demeter.











<page>
Item 6.  EXHIBITS
3.1	Certificate of Limited Partnership of Morgan Stanley
Managed Futures LV, L.P., dated February 22, 2007,
incorporated herein by reference from the Form 10 filed
on October 2, 2008.
3.2	Limited Partnership Agreement of Morgan Stanley Managed
Futures LV, L.P., dated February 22, 2007, incorporated
herein by reference from the Form 10 filed on October 2,
2008.
31.01	Certification of President of Demeter Management
Corporation, the general partner of the Partnership,
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
31.02	Certification of Chief Financial Officer of Demeter
Management Corporation, the general partner of the
Partnership, pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002.
32.01	Certification of President of Demeter Management
Corporation, the general partner of the Partnership,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
32.02	Certification of Chief Financial Officer of Demeter
Management Corporation, the general partner of the
Partnership, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
99.1	Interim Trading Companies Financial Statements dated
September 30, 2008.




















<page>






SIGNATURE



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




                      Morgan Stanley Managed Futures LV, L.P.
                      (Registrant)

                      By:   Demeter Management Corporation
                            (General Partner)

November 20, 2008     By:   /s/Christian Angstadt
                               Christian Angstadt
                               Chief Financial Officer





The General Partner which signed the above is the only party
authorized to act for the Registrant.  The Registrant has no
principal executive officer, principal financial officer,
controller, or principal accounting officer and has no Board of
Directors.





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