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 June 30, 2005 or

[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from to__________________

Commission File Number 0-19511

MORGAN STANLEY SPECTRUM SELECT L.P.

(Exact name of registrant as specified in its charter)

Delaware 13-3619290
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

Demeter Management Corporation
330 Madison Avenue, 8th Floor
New York, NY 10017
(Address of principal executive offices) (Zip Code)

Registrant?s telephone number, including area code (212) 905-2700

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

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

Yes X No___________

Indicate by check-mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Exchange Act.)

Yes No X

<page> <table> MORGAN STANLEY SPECTRUM SELECT L.P.

INDEX TO QUARTERLY REPORT ON FORM 10-Q

June 30, 2005

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements
<s> <c>
Statements of Financial Condition as of June 30, 2005
(Unaudited) and December 31, 2004 2

Statements of Operations for the Three and Six Months
Ended June 30, 2005 and 2004 (Unaudited) 3

Statements of Changes in Partners? Capital for the
Six Months Ended June 30, 2005 and 2004 (Unaudited) 4

Statements of Cash Flows for the Six Months Ended
June 30, 2005 and 2004 (Unaudited) 5

Notes to Financial Statements (Unaudited) 6-12

Item 2. Management?s Discussion and Analysis of
Financial Condition and Results of Operations 13-28

Item 3. Quantitative and Qualitative Disclosures about
Market Risk 29-42

Item 4. Controls and Procedures 42

PART II. OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds 43-44

Item 5. Other Information 44

Item 6. Exhibits 44-47
</table>

<page> <table> PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

MORGAN STANLEY SPECTRUM SELECT L.P.
STATEMENTS OF FINANCIAL CONDITION
<caption>
June 30, December 31,
2005 2004

$ $
(Unaudited)
ASSETS
<s> <c> <c>
Equity in futures interests trading accounts:
Cash 549,913,566 563,835,247

Net unrealized gain on open contracts (MS&Co.) 15,180,433 12,072,891
Net unrealized gain (loss) on open contracts (MSIL) (571,901) 3,053,732

Total net unrealized gain on open contracts 14,608,532 15,126,623

Net option premiums 1,036,013 3,366,493

Total Trading Equity 565,558,111 582,328,363

Subscriptions receivable 5,386,589 12,736,861
Interest receivable (Morgan Stanley DW) 1,013,444 757,981

Total Assets 571,958,144 595,823,205

LIABILITIES AND PARTNERS? CAPITAL

Liabilities

Redemptions payable 9,134,896 5,692,215
Accrued brokerage fees (Morgan Stanley DW) 3,301,604 3,468,754
Accrued management fees 1,292,300 1,356,111

Total Liabilities 13,728,800 10,517,080

Partners? Capital

Limited Partners (20,819,172.293 and
20,050,871.818 Units, respectively) 552,204,538 579,155,164
General Partner (227,146.769 and
212,951.775 Units, respectively) 6,024,806 6,150,961

Total Partners? Capital 558,229,344 585,306,125

Total Liabilities and Partners? Capital 571,958,144 595,823,205

NET ASSET VALUE PER UNIT 26.52 28.88
<fn>
The accompanying notes are an integral part
of these financial statements.
</table>

<page> <table> MORGAN STANLEY SPECTRUM SELECT L.P.
STATEMENTS OF OPERATIONS
(Unaudited)

For the Three Months For the Six
Months
Ended June 30, Ended June 30,

<s> <c> <c> <c> <c>
2005 2004 2005 2004
$ $ $ $
INVESTMENT INCOME
Interest income (Morgan Stanley DW) 2,919,056 927,101 5,343,283 1,771,027

EXPENSES
Brokerage fees (Morgan Stanley DW) 9,869,703 9,470,258 20,154,873 18,166,232
Management fees 3,857,380 3,736,921 7,866,638 7,191,524
Incentive fee ? ? ? 6,104,991

Total Expenses 13,727,083 13,207,179 28,021,511 31,462,747

NET INVESTMENT LOSS (10,808,027) (12,280,078) (22,678,228) (29,691,720)

TRADING RESULTS
Trading profit (loss):
Realized 2,089,197 (49,448,472) (24,637,261) 17,063,199
Net change in unrealized 10,485,024 (40,790,927) (518,091) (46,827,798)

Total Trading Results 12,574,221 (90,239,399) (25,155,352) (29,764,599)

NET INCOME (LOSS) 1,766,194 (102,519,477) (47,833,580) (59,456,319)

NET INCOME (LOSS) ALLOCATION

Limited Partners 1,749,177 (101,427,374) (47,327,425) (58,820,757)
General Partner 17,017 (1,092,103) (506,155) (635,562)

NET INCOME (LOSS) PER UNIT

Limited Partners 0.07
(6.05) (2.36) (3.17)
General Partner 0.07
(6.05) (2.36) (3.17)

<fn>

The accompanying notes are an integral part
of these financial statements.
</table>
<page> <table>
MORGAN STANLEY SPECTRUM SELECT L.P.
STATEMENTS OF CHANGES IN PARTNERS? CAPITAL
For the Six Months Ended June 30, 2005 and 2004
(Unaudited)

Units of
Partnership Limited General
Interest Partners Partner Total

$ $ $
<s> <c> <c> <c> <c>
Partners? Capital,
December 31, 2003 14,565,503.079 436,666,633 4,855,851 441,522,484

Offering of Units 4,357,626.566 132,261,871 1,250,000 133,511,871

Net Loss ? (58,820,757) (635,562) (59,456,319)

Redemptions (618,945.316) (18,865,306) ? (18,865,306)

Partners? Capital,
June 30, 2004 18,304,184.329 491,242,441 5,470,289 496,712,730

Partners? Capital,
December 31, 2004 20,263,823.593 579,155,164 6,150,961 585,306,125

Offering of Units 2,318,924.730 60,708,731 380,000 61,088,731

Net Loss ? (47,327,425) (506,155) (47,833,580)

Redemptions (1,536,429.261) (40,331,932) ? (40,331,932)

Partners? Capital,
June 30, 2005 21,046,319.062 552,204,538 6,024,806 558,229,344

<fn>

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

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

For the Six Months Ended June 30,

2005 2004
$ $

<s> <c> <c>
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss (47,833,580)
(59,456,319)
Noncash item included in net loss:
Net change in unrealized 518,091 46,827,798

(Increase) decrease in operating assets:
Net option premiums 2,330,480 1,232,488
Interest receivable (Morgan Stanley DW) (255,463) (62,228)

Increase (decrease) in operating liabilities:
Accrued brokerage fees (Morgan Stanley DW) (167,150) 664,726
Accrued management fees (63,811) 214,131
Accrued incentive fee ? (2,227,005)

Net cash used for operating activities (45,471,433) (12,806,409)

CASH FLOWS FROM FINANCING ACTIVITIES

Cash received from offering of Units 68,439,003 129,742,713
Cash paid from redemptions of Units (36,889,251) (18,093,027)

Net cash provided by financing activities 31,549,752 111,649,686

Net increase (decrease) in cash (13,921,681) 98,843,277

Balance at beginning of period 563,835,247 398,595,952

Balance at end of period 549,913,566 497,439,229

<fn>

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

</table>

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

June 30, 2005

(Unaudited)

The unaudited financial statements contained herein include, in the
opinion of management, all adjustments necessary for a fair
presentation of the results of operations and financial condition
of Morgan Stanley Spectrum Select L.P. (the ?Partnership?). The
financial statements and condensed notes herein should be read in
conjunction with the Partnership?s December 31, 2004 Annual Report
on Form 10-K. Certain reclassifications have been made to the
prior year?s financial statements to conform to the current year
presentation. Such reclassifications have no impact on the
Partnership?s reported net income (loss).

1. Organization
Morgan Stanley Spectrum Select L.P. is a Delaware limited
partnership organized in 1991 to engage primarily in the
speculative trading of futures contracts, options on futures
contracts, and forward contracts on physical commodities and
other commodity interests, including, but not limited to, foreign
currencies, financial instruments, metals, energy, and
agricultural products. The Partnership is one of the Morgan
Stanley Spectrum Series of funds, comprised of the Partnership,
Morgan Stanley Spectrum Currency L.P., Morgan Stanley Spectrum

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

Global Balanced L.P., Morgan Stanley Spectrum Strategic L.P., and
Morgan Stanley Spectrum Technical L.P.

The Partnership?s general partner is Demeter Management
Corporation (?Demeter?). The non-clearing commodity broker is
Morgan Stanley DW Inc. (?Morgan Stanley DW?). The clearing
commodity brokers are Morgan Stanley & Co. Incorporated (?MS &
Co.?) and Morgan Stanley & Co. International Limited (?MSIL?).
Demeter, Morgan Stanley DW, MS & Co., and MSIL are wholly-owned
subsidiaries of Morgan Stanley. The trading advisors to the
Partnership are EMC Capital Management, Inc., Northfield Trading
L.P., Rabar Market Research, Inc., Sunrise Capital Management,
Inc., and Graham Capital Management, L.P. (individually, a
?Trading Advisor?, or collectively, the ?Trading Advisors?).

2. Related Party Transactions
The Partnership?s cash is on deposit with Morgan Stanley DW, MS &
Co., and MSIL in futures, forwards, and options trading accounts to
meet margin requirements as needed. Monthly, Morgan Stanley DW
pays the Partnership interest income equal to 80% of the month?s
average daily Net Assets at a rate equal to a prevailing rate on
U.S. Treasury bills. The Partnership pays brokerage fees to Morgan
Stanley DW.

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

Effective July 1, 2005, the monthly brokerage fee, payable by the
Parntership to Morgan Stanley DW, will be reduced to a flat-rate of
1/12 of 6.00% of the Partnership?s Net Assets as of the first day
of each month (a 6.00% annual rate), from a flat-rate of 1/12 of
7.25% of the Parntership?s Net Assets as of the first day of each
month (a 7.25% annual rate). Such fees currently cover all
brokerage fees, transaction fees and costs, and ordinary
administrative and offering expenses.

3. Financial Instruments
The Partnership trades futures contracts, options on futures
contracts, and forward contracts on physical commodities and other
commodity interests, including, but not limited to, foreign
currencies, financial instruments, metals, energy, and agricultural
products. 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.

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

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

The Partnership?s contracts are accounted for on a trade-date
basis and marked to market on a daily basis. The Partnership
accounts for its 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 SPECTRUM SELECT L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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

The net unrealized gains on open contracts, reported as a component
of ?Equity in futures interests trading accounts? on the
Statements of Financial Condition, and their longest contract
maturities were as follows:
Net Unrealized Gains
on Open Contracts Longest Maturities
Exchange- Off-Exchange- Exchange- Off-Exchange-
Date Traded Traded Total Traded Traded
$ $ $
Jun 30, 2005 10,102,526 4,506,006 14,608,532 Dec. 2006 Sep. 2005
Dec. 31, 2004 13,504,844 1,621,779 15,126,623 Jun. 2006 Mar. 2005

The Partnership has credit risk associated with counterparty non-
performance. The credit risk associated with the instruments in
which the Partnership trades is limited to the amounts reflected in
the Partnership?s Statements of Financial Condition.

The Partnership also has credit risk because Morgan Stanley DW, MS
& Co., and MSIL act as the futures commission merchants or the
counterparties, with respect to most of the Partnership?s assets.

Exchange-traded futures, forward, and futures-styled options
contracts are marked to market on a daily basis, with variations

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

in value settled on a daily basis. Morgan Stanley DW, MS & Co.,
and MSIL, each as a futures commission merchant for the
Partnership?s exchange-traded futures, forward, and futures-styled
options contracts, are required, pursuant to regulations of the
Commodity Futures Trading Commission (?CFTC?), to segregate from
their own assets, and for the sole benefit of their commodity
customers, all funds held by them with respect to exchange-traded
futures, forward, and futures-styled options contracts, including
an amount equal to the net unrealized gains (losses) on all open
futures, forward, and futures-styled options contracts, which
funds, in the aggregate, totaled $560,016,092 and $577,340,091 at
June 30, 2005 and December 31, 2004, respectively. With respect to
the Partnership?s off-exchange-traded forward currency contracts,
there are no daily exchange-required settlements of variation in
value, nor is there any requirement that an amount equal to the
net unrealized gains (losses) on open forward contracts be
segregated. However, the Partnership is required to meet margin
requirements equal to the net unrealized loss on open contracts
in the Partnership accounts with the counterparty, which is
accomplished by daily maintenance of the cash balance in a
custody account held at Morgan Stanley DW for the benefit of MS &
Co. With respect to those off-exchange-traded forward currency
contracts, the Partnership is at risk to the ability of MS & Co.,

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

the sole counterparty on all such contracts, to perform. The
Partnership has a netting agreement with MS & Co. This agreement,
which seeks to reduce both the Partnership?s and MS & Co.?s
exposure on off-exchange-traded forward currency contracts, should
materially decrease the Partnership?s credit risk in the event of
MS & Co.?s bankruptcy or insolvency.

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

Liquidity. The Partnership deposits its assets with Morgan Stanley
DW as non-clearing broker, and MS & Co. and MSIL as clearing
brokers in separate futures, forwards, and options trading accounts
established for each Trading Advisor. Such assets are used as
margin to engage in trading and may be used as margin solely for
the Partnership?s trading. The assets are held in either non-
interest bearing bank accounts or in securities and instruments
permitted by the CFTC for investment of customer segregated or
secured funds. Since the Partnership?s sole purpose is to trade in
futures, forwards, and options, it is expected that the Partnership
will continue to own such liquid assets for margin purposes.

The Partnership?s investment in futures, forwards, and options may,
from time to time, be illiquid. Most U.S. futures exchanges limit
fluctuations in prices during a single day by regulations referred
to as ?daily price fluctuations limits? or ?daily limits?.
Trades may not be executed at prices beyond the daily limit. If
the price for a particular futures or options contract has
increased or decreased by an amount equal to the daily limit,
positions in that futures or options contract can neither be taken
nor liquidated unless traders are willing to effect trades at or
within the limit. Futures prices have occasionally moved the daily
limit for several consecutive days with little or no <page>
trading. These market conditions could prevent the Partnership
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 Partnership from trading in potentially profitable
markets or prevent the Partnership 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 expects to
have, any capital assets. Redemptions, exchanges, and sales of
units of limited partnership interest (?Unit(s)?) in the future
will affect the amount of funds available for investments in
futures, forwards, and options in subsequent periods. It is not

<page> 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.

Off-Balance Sheet Arrangements and Contractual Obligations. The
Partnership does not have any off-balance sheet arrangements, nor
does it have contractual obligations or commercial commitments to
make future payments that would affect its liquidity or capital
resources.

Results of Operations
General. The Partnership?s results depend on the Trading
Advisors and the ability of each Trading Advisor?s trading
program(s) to take advantage of price movements in the futures,
forwards, and options markets. The following presents a summary
of the Partnership?s operations for the three and six month
periods ended June 30, 2005 and 2004, 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 future.
Consequently, the results of operations of the Partnership are
<page> difficult to discuss other than in the context of the
Trading Advisors? trading activities on behalf of the Partnership
during the period in question. Past performance is no guarantee
of future results.

The Partnership?s results of operations set forth in the
financial statements on pages 2 through 12 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 Partnership trades 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 trading profit (loss)?
for open (unrealized) contracts, and recorded as ?Realized
trading profit (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 foreign currency
forward contracts is based on the spot rate as of the close of
business. Interest income, as well as management fees, incentive
fees, and brokerage fees expenses of the Partnership are recorded
on an accrual basis.
<page> 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 Six Months Ended June 30, 2005
The Partnership recorded total trading results including interest
income totaling $15,493,277 and expenses totaling $13,727,083,
resulting in net income of $1,766,194 for the three months ended
June 30, 2005. The Partnership?s net asset value per Unit
increased from $26.45 at March 31, 2005 to $26.52 at June 30, 2005.

The most significant trading gains of approximately 5.8% were
recorded in the global interest rate markets from long positions in
European interest rate futures as prices moved higher throughout
the quarter amid concerns for euro-zone economic growth,
speculation for reductions in European interest rates by the
European Central Bank, and rejections of a proposed European
constitution. Additional Partnership gains of approximately 2.3%
were achieved in the currency markets during May and June from
short positions in the euro and Swiss franc versus the U.S. dollar.
During May, the U.S. dollar increased after China downplayed
rumors of a move toward a flexible exchange rate, while the value
of the euro and Swiss franc moved lower on weaker-than-expected
French economic data, the rejection of a proposed <page> European
Union constitution by French voters, and speculation that future
European Constitutional referendums would result in similar
outcomes. During June, short euro and Swiss franc positions
continued to profit as European currency values declined amid
market pessimism for future European integration and the release of
weak European economic data. The U.S. dollar also increased
against other currencies in June following the ninth consecutive
quarter-point increase in U.S. interest rates. A portion of the
Partnership?s gains for the quarter was offset by losses of
approximately 2.0% in the metals markets from positions in both
precious and base metals. During April and May, long futures
positions in base metals recorded losses as prices fell due to news
of increases in supply, fears that a slowing global economy would
weaken demand, and a stronger U.S. dollar. During June, losses
were recorded from short gold positions after prices reversed
higher amid technically-based buying, while long futures positions
in silver experienced losses amid strength in the U.S. dollar.
Additional Partnership losses of approximately 1.6% were recorded
in the energy markets primarily during April from long futures
positions in crude oil and its related products as prices reversed
lower amid greater refinery production, slower growth in demand,
and signs of weaker U.S. economic growth. Losses also resulted
from long positions in natural gas as prices declined with crude
oil prices. Losses of approximately 1.4% were incurred in the
agricultural markets from long futures positions in coffee, wheat,
and cotton. During April, long futures positions in wheat <page>
resulted in losses as prices fell in response to favorable weather
in growing regions, improved crop conditions, and reduced foreign
demand. During May, losses stemmed from long futures positions in
cotton as prices moved lower on supply increases and the lack of
damage to crops by the touchdown of a hurricane in U.S. growing
regions. During June, long futures positions in coffee experienced
losses after prices fell amid news of growth in exports from
coffee-producing countries. Partnership losses of approximately
0.6% stemmed from the global stock index markets primarily during
April from long positions in Pacific Rim stock index futures as
prices declined amid U.S. economic growth concerns and higher oil
prices. Consistent weakness in global economic data, combined with
weaker-than-expected U.S. Gross Domestic Product data, resulted in
prices falling lower during the second half of April.

The Partnership recorded total trading results including interest
income totaling $(19,812,069) and expenses totaling $28,021,511,
resulting in a net loss of $47,833,580 for the six months ended
June 30, 2005. The Partnership?s net asset value per Unit
decreased from $28.88 at December 31, 2004 to $26.52 at June 30,
2005.

The most significant trading losses of approximately 4.6% resulted
in the currency sector during the second quarter from long
positions in the British pound versus the U.S. dollar as the U.S.
<page> dollar?s value advanced after China downplayed rumors of a
move toward a flexible exchange rate during May and then rose
further during June following the ninth consecutive quarter-point
increase in U.S. interest rates. Losses of approximately 2.1%
recorded in the global stock index markets resulted during January,
March, and April from long positions in U.S. and Asian stock index
futures. During January, long U.S. index positions experienced
losses after prices declined amid weak consumer confidence data,
concerns about higher U.S. interest rates, and the potential for
slower corporate profit growth. Additional losses were incurred
from long positions in Japanese equity index futures as prices
declined in the wake of lower U.S. equity markets and weaker-than-
expected earnings in the Japanese technology sector. During March,
long positions in U.S. and Pacific Rim stock index futures incurred
losses after equity prices moved lower amid concerns for the
growing U.S. trade deficit, weakness in the U.S. dollar early in
the month, inflation fears, and concerns that rising energy prices
would negatively impact economic growth in the U.S. and Pacific Rim
region. During April, long positions in Pacific Rim stock index
futures finished with losses as global equity prices declined amid
U.S. economic growth concerns and higher oil prices. Consistent
weakness in global economic data, combined with weaker-than-
expected U.S. Gross Domestic Product data, resulted in prices
falling further during the second half of the month, causing
additional losses from long positions. In the metals markets, the
Partnership <page> incurred losses of approximately 2.1% largely
during the second quarter from positions in both precious and base
metals. During April and May, long futures positions in base metals
recorded losses as prices fell due to news of increases in supply,
fears that a slowing global economy would weaken demand, and a
stronger U.S. dollar. During June, losses were recorded from short
gold positions after prices reversed higher amid technically-based
buying, while long futures positions in silver experienced losses
amid strength in the U.S. dollar. Partnership losses of
approximately 0.9% were incurred in the energy markets primarily
during April from long futures positions in crude oil and its
related products as prices reversed lower amid greater refinery
production, slower growth in demand, and signs of weaker economic
growth. Losses also resulted from long positions in natural gas as
prices declined with crude oil prices. Smaller Partnership losses
of approximately 0.3% were experienced in the agricultural markets
from futures positions in sugar, wheat, and corn as prices traded
without consistent direction throughout a majority of the year. A
portion of the Partnership?s losses was offset by gains of
approximately 6.0% achieved primarily during the second quarter
from long positions in European interest rate futures as prices
moved higher throughout the quarter amid concerns for euro-zone
economic growth, speculation for reductions in European interest
rates by the European Central Bank, and rejections of a proposed
European Union constitution.

<page>
For the Three and Six Months Ended June 30, 2004
The Partnership recorded total trading results including interest
income totaling $(89,312,298) and expenses totaling $13,207,179,
resulting in a net loss of $102,519,477 for the three months ended
June 30, 2004. The Partnership?s net asset value per Unit decreased
from $33.19 at March 31, 2004 to $27.14 at June 30, 2004.

The most significant trading losses of approximately 6.4% were
recorded in the global interest rate markets from positions in U.S.
and European interest rate futures. During April, long U.S. and
European interest rate futures positions incurred losses as global
fixed income prices tumbled following the release of stronger-than-
expected U.S. jobs data. During May, short positions in global
bond futures experienced losses as prices moved higher during the
latter half of the month due to uncertainty in global equity
prices, weaker-than-expected economic data, stronger energy prices
and geopolitical concerns. During June, short positions
experienced losses as global bond prices rallied on weaker-than-
expected economic reports and expectations that the U.S. Federal
Reserve would not aggressively tighten U.S. interest rates as
originally expected. Smaller losses stemmed from short positions
in Japanese interest rate futures during June as prices increased
after the Bank of Japan voted to maintain interest rates close to
zero. In the currency markets, losses of <page> approximately 3.6%
resulted primarily during April from long positions in the Japanese
yen and Korean won versus the U.S. dollar as the U.S. dollar?s
value surged following the release of stronger-than-expected U.S.
jobs data. The yen also came under pressure following efforts by
the Japanese government to weaken the yen by intervening in the
currency markets. Losses were also incurred on long South African
rand positions versus the U.S. dollar as the U.S. dollar benefited
from rising U.S. interest rates. Short positions in major
currencies versus the U.S. dollar resulted in losses during May as
the U.S. dollar?s value declined in response to fears of potential
terrorist attacks, expanding energy prices, and the release of
weaker-than-expected economic data. During June, long positions in
the British pound versus the U.S. dollar also incurred losses as
the U.S. dollar reversed higher in response to expectations that
the U.S. Federal Reserve would raise U.S. interest rates. Later in
the month, the pound weakened further due to a lack of signs that
the Bank of England would maintain their tightening policy.
Additional Partnership losses of approximately 3.5% in the metals
markets, primarily during April, stemmed from long positions in
both precious and base metals. The U.S. dollar?s move higher
caused losses in long silver futures positions as their prices
conversely moved lower. Within the base metals markets, long
positions in copper, aluminum, and zinc incurred losses as prices
weakened due to the strength of the U.S. dollar and fears of
reduced demand from China. Losses of approximately 2.6% in the
global stock index <page> markets resulted during May from long
positions in U.S., Japanese, and European equity index futures
during the first half of the month as global equity prices were
negatively impacted by geopolitical concerns and expanding energy
prices. Newly established short positions in those same markets
experienced additional losses as prices rebounded later in May due
to a slight pullback in oil prices and strong earnings from
technology companies. Finally, the agricultural markets recorded
losses of approximately 1.8% during the quarter from positions in
coffee, the soybean complex, corn, and wheat. During June, long
positions in coffee futures experienced losses as larger Brazilian
crop expectations combined with mild weather forced prices to
reverse lower. During April, long futures positions in wheat and
corn recorded losses as prices moved lower, affected by news of
lower U.S. exports and increased plantings in the U.S. Corn Belt.
During May, long futures positions in the soybean complex, corn,
and wheat generated losses as prices declined due to heavy
speculative selling. Prices were also negatively impacted by U.S.
Department of Agriculture reports which forecasted an increase in
soybean supply due to a rise in planting. A portion of the
Partnership?s overall losses for the second quarter was offset by
gains of approximately 0.9% in the energy markets. During May, the
Partnership generated gains from long futures positions in crude
oil and its related products as crude oil prices surged past $41 a
barrel, reaching twenty one year highs, amid fears of <page>
terrorist attacks on Saudi Arabian oil facilities, and disruptions
in Iraqi oil production.
The Partnership recorded total trading results including
interest income totaling $(27,993,572) and expenses totaling
$31,462,747, resulting in a net loss of $59,456,319 for the six
months ended June 30, 2004. The Partnership?s net asset value
per Unit decreased from $30.31 at December 31, 2003 to $27.14 at
June 30, 2004.

The most significant trading losses of approximately 4.2% were
incurred in the currency markets. During March, short positions in
the Japanese yen and Singapore dollar versus the U.S. dollar
resulted in losses as the yen reversed higher due to speculation
that the Bank of Japan was relaxing its efforts of intervention to
weaken the yen. During April, long Asian currency positions versus
the U.S. dollar experienced losses as the U.S. dollar?s value
surged following the release of stronger-than-expected U.S. jobs
data. The yen also came under pressure following efforts by the
Japanese government to weaken the yen by intervening in the
currency markets. Short positions in most major currencies versus
the U.S. dollar produced losses during May as the U.S. dollar?s
value declined in response to fears of potential terrorist attacks,
expanding energy prices, and the release of weaker-than-expected
economic data. Additional losses of approximately 3.6% were
experienced in the global interest rate markets, primarily during
January and throughout the second quarter, from positions <page> in
U.S., Australian, and European interest rate futures. During
January, long positions in U.S. and European interest rate futures
experienced losses as prices declined following comments from the
U.S. Federal Reserve concerning a shift in the Board?s interest
rate policy. Short positions in Australian interest rate futures
deepened sector losses as prices reversed higher during the final
week of the month. During April, long U.S. and European interest
rate futures positions incurred losses as prices tumbled following
the release of stronger-than-expected U.S. jobs data. During May,
short positions in global bond futures experienced losses as prices
moved higher during the latter half of the month due to uncertainty
in global equity prices, weaker-than-expected economic data,
stronger energy prices, and geopolitical concerns. During June,
short positions experienced losses as global bond prices rallied on
weaker-than-expected economic reports and expectations that the
U.S. Federal Reserve would not aggressively tighten U.S. interest
rates as originally expected. Smaller losses stemmed from short
positions in Japanese interest rate futures during June as prices
increased sharply after the Bank of Japan voted to maintain
interest rates close to zero. Additional Partnership losses of
approximately 1.9% were recorded in the global stock index markets,
primarily during May. Long positions in European and U.S. equity
index futures were unprofitable during the first half of the month
as global equity prices were negatively impacted by geopolitical
concerns and expanding energy prices. Newly established short
positions in those same markets <page> experienced additional
losses as prices rebounded later in May due to a slight pullback in
oil prices and strong earnings from technology companies. A
portion of the Partnership?s overall losses for the first six
months of the year was offset by gains of approximately 2.3% in the
metals markets from long futures positions in both base and
precious metals during January and February. Prices for industrial
metals reacted positively to increased demand from China coupled
with a weaker U.S. dollar. News of decreased market supply, along
with higher global equity prices, also contributed to the rally in
prices. Smaller gains were supplied from long futures positions in
silver as prices benefited from U.S. dollar weakness in early
January. During February, base metals and silver prices benefited
further from increased demand triggered by the weakening U.S.
dollar. Gains of approximately 2.0% were recorded in the energy
markets during February, April, and May. During February, long
futures positions in crude oil and its related products benefited
as prices increased amid low market supply, falling inventory
levels and an output reduction announcement from OPEC. Long crude
oil futures positions also profited during April as prices trended
higher on fears of potential terrorist activity in Saudi Arabia and
news of problems with U.S. refineries. Prices were later bolstered
following a disclosure from OPEC ministers regarding their
intentions to discuss higher price targets at their meeting in
June. During May, long futures positions in crude oil and its
related products returned additional gains as crude oil prices
<page> surged past $41 a barrel, reaching twenty one year highs,
amid fears of terrorist attacks on Saudi Arabian oil facilities,
and disruptions in Iraqi oil production. Finally, gains of
approximately 1.0% were supplied by the agricultural markets,
primarily during the first quarter. During the first quarter, long
futures positions in corn and soybeans profited as prices finished
higher amid increased demand from Asia. During February, long
futures positions in soybeans and its related products benefited
amid heightened demand from Asia triggered by lower harvest
results. Corn prices edged higher during the month as it followed
soybean prices. Thus, long futures positions in corn during
February provided additional profits in this sector. Long futures
positions in both corn and the soybean complex achieved gains
during March as prices for both commodities strengthened in
response to news of increased export demand.

<page>

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK

Introduction
The Partnership is a commodity pool engaged primarily in the
speculative trading of futures, forwards, and options. The market-
sensitive instruments held by the Partnership are acquired for
speculative trading purposes only and, as a result, all or
substantially all of the Partnership?s assets are at risk of
trading loss. Unlike an operating company, the risk of market-
sensitive instruments is inherent to the primary business activity
of the Partnership.

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

The Partnership?s total market risk may increase or decrease as
it is influenced by a wide variety of factors, including, but not
limited to, the diversification among the Partnership?s 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
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 Partnership?s past performance is no guarantee 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 and use of
leverage may cause future losses and volatility (i.e., ?risk of
ruin?) that far exceed the Partnership?s experience to date
under the ?Partnership?s Value at Risk in Different Market
Sectors? <page> section and significantly exceed the Value at
Risk (?VaR?) tables disclosed.
Limited partners will not be liable for losses exceeding the
current net asset value of their investment.

Quantifying the Partnership?s Trading Value at Risk
The following quantitative disclosures regarding the Partnership?s
market risk exposures contain ?forward-looking statements? within
the meaning of the safe harbor from civil liability provided for
such statements by the Private Securities Litigation Reform Act of
1995 (set forth in Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934). All
quantitative disclosures in this section are deemed to be forward-
looking statements for purposes of the safe harbor, except for
statements of historical fact.

The Partnership accounts for open positions on the basis of mark to
market accounting principles. Any loss in the market value of the
Partnership?s open positions is directly reflected in the
Partnership?s earnings and cash flow.

The Partnership?s risk exposure in the market sectors traded by
the Trading Advisors is estimated below in terms of VaR. The
Partnership estimates VaR using a model based upon historical
simulation (with a confidence level of 99%) which involves
constructing a distribution of hypothetical daily changes in the
<page> value of a trading portfolio. The VaR model takes into
account linear exposures to risk including 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 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, or one day in
100. VaR typically does not represent the worst case outcome.
Demeter uses approximately four years of daily market data (1,000
observations) and revalues its portfolio (using delta-gamma
approximations) for each of the historical market moves that
occurred over the time period. This generates a probability
distribution of daily ?simulated profit and loss? outcomes. The
VaR is the appropriate percentile of this distribution. For
example, the 99% one-day VaR would represent the 10th worst
outcome from Demeter?s simulated profit and loss series.

The Partnership?s 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.
<page>
VaR models, including the Partnership?s, 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 numerically 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 Partnership?s Value at Risk in Different Market Sectors
The following table indicates the VaR associated with the
Partnership?s open positions as a percentage of total Net Assets
by primary market risk category at June 30, 2005 and 2004. At
June 30, 2005 and 2004, the Partnership?s total capitalization
was approximately $558 million and $497 million, respectively.

Primary Market June 30, 2005 June 30, 2004
Risk Category Value at Risk Value at Risk

Equity (2.51)% (0.99)%

Interest Rate (2.49) (0.64)

Currency (1.94) (0.37)

Commodity (0.71) (0.39)

Aggregate Value at Risk (3.18)% (1.44)%

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
<page> Partnership?s open positions 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 Partnership 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, which 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 Partnership?s high, low, and average VaR, as a
percentage of total Net Assets for the four quarter-end reporting
periods from July 1, 2004 through June 30, 2005.

Primary Market Risk Category High Low Average
Equity (2.63)% (0.73)% (1.83)%
Interest Rate (2.90) (0.98) (1.98)
Currency (1.94) (0.67) (1.31)
Commodity (1.21) (0.58) (0.92)
Aggregate Value at Risk (3.56)% (2.65)% (3.13)%

Limitations on Value at Risk as an Assessment of Market Risk
<page> 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.

In addition, the VaR tables above, as well as the past performance
of the Partnership, give no indication of the Partnership?s
potential ?risk of ruin?.

<page> The VaR tables provided present the results of the
Partnership?s VaR for each of the Partnership?s market risk
exposures and on an aggregate basis at June 30, 2005, and for the
four quarter-end reporting periods from July 1, 2004 through June
30, 2005. VaR is not necessarily representative of the
Partnership?s historic risk, nor should it be used to predict the
Partnership?s future financial performance or its ability to manage
or monitor risk. There can be no assurance that the Partnership?s
actual losses on a particular day will not exceed the VaR amounts
indicated above or that such losses will not occur more than once
in 100 trading days.

Non-Trading Risk
The Partnership has non-trading market risk on its foreign cash
balances. These balances and any market risk they may represent
are immaterial.

The Partnership also maintains a substantial portion
(approximately 89% as of June 30, 2005) of its available assets
in cash at Morgan Stanley DW. A decline in short-term interest
rates would result in a decline in the Partnership?s cash
management income. This cash flow risk is not considered to be
material.

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

Qualitative Disclosures Regarding Primary Trading Risk Exposures
The following qualitative disclosures regarding the Partnership?s
market risk exposures - except for (A) those disclosures that are
statements of historical fact and (B) the descriptions of how the
Partnership manages its primary market risk exposures - constitute
forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Securities Exchange Act. The
Partnership?s primary market risk exposures, as well as the
strategies used and to be used by Demeter and the Trading Advisors
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.

<page> The following were the primary trading risk exposures of
the Partnership at June 30, 2005, by market sector. It may be
anticipated, however, that these market exposures will vary
materially over time.

Equity. The primary market exposure of the Partnership at June
30, 2005 was to equity price risk in the G-7 countries. The G-7
countries consist of France, the U.S., Britain, Germany, Japan,
Italy, and Canada. The stock index futures traded by the
Partnership are by law limited to futures on broadly-based
indices. At June 30, 2005, the Partnership?s primary exposures
were to the DAX (Germany), CAC 40 (France), IBEX 35 (Spain), HANG
SENG (China), and FTSE 100 (Britain) stock indices. The
Partnership is exposed to the risk of adverse price trends or
static markets in the European, U.S., Asian, and Australian 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.

Interest Rate. The second largest market exposure of the
Partnership at June 30, 2005 was to the global interest rate
sector. Exposure was primarily spread across the European, U.S.,
Australian, and Japanese 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 <page>
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. However, the Partnership also takes futures
positions in the government debt of smaller countries ? e.g.,
Australia. 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.

Currency. The third largest market exposure of the Partnership
at June 30, 2005 was 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 June 30,
2005, the Partnership?s major exposures were to the euro,
Japanese yen, British pound, Swiss franc, Canadian dollar, and
Australian dollar currency crosses, as well as to outright U.S.
<page> 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.
Commodity.
Energy. At June 30, 2005, the Partnership had market
exposure in the energy sector. The Partnership?s energy
exposure was primarily to futures contracts in crude oil and
its related products, and 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 June 30, 2005, the Partnership had market
exposure in the metals sector. The Partnership's metals
exposure was to fluctuations in the price of base metals,
such as copper, aluminum, nickel, zinc, lead, and precious
metals, such as gold and silver. Economic forces, supply
and demand inequalities, geopolitical factors, and market
expectations influence price movements in these markets.
<page> The Trading Advisors utilize the trading system(s) to
take positions when market opportunities develop, and
Demeter anticipates that the Partnership will continue to do
so.

Soft Commodities and Agriculturals. At June 30, 2005, the
Partnership had market exposure to the markets that comprise
these sectors. Most of the exposure was to the cotton,
soybeans, and sugar markets. Supply and demand
inequalities, severe weather disruptions, and market
expectations affect price movements in these markets.

Qualitative Disclosures Regarding Non-Trading Risk Exposure
The following was the only non-trading risk exposure of the
Partnership at June 30, 2005:

Foreign Currency Balances. The Partnership?s primary foreign
currency balances at June 30, 2005 were in euros, Japanese
yen, Hong Kong dollars, Australian dollars, British pounds,
and Canadian dollars. 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.

Qualitative Disclosures Regarding Means of Managing Risk Exposure
<page> The Partnership and the Trading Advisors, 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 Trading Advisors in a multi-
advisor Partnership, each of whose strategies focus on different
market sectors and trading approaches, and by monitoring the
performance of the Trading Advisors daily. In addition, the
Trading Advisors establish 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 Advisors.

Item 4. CONTROLS AND PROCEDURES
(a) 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.

<page>
(b) There have been no material 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) or in
other factors that could significantly affect these
controls subsequent to the date of their evaluation.

<page> PART II. OTHER INFORMATION

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
SEC
Registration Statement on Form S-1 Units Registered Effective Date
File Number

Initial Registration 60,000.000 May 17, 1991 33-39667
Supplemental Closing 10,000.000 August 23, 1991 33-42380
Additional Registration 75,000.000 August 31, 1993 33-65072
Additional Registration 60,000.000 October 27, 1997 333-01918
Pre-conversion 205,000.000

Units sold through 10/17/97 146,139.671
Units unsold through 10/17/97 58,860.329
(Ultimately de-registered)

Commencing with April 30, 1998 monthly closing and with becoming
a member of the Spectrum Series of funds, each previously
outstanding Unit of the Partnership was converted into 100 Units,
totaling 14,613,967.100 (pre-conversion).

Additional Registration 1,500,000.000 May 11, 1998 333-47829
Additional Registration 5,000,000.000 January 21, 1999 333-68773
Additional Registration 4,500,000.000 February 28, 2000 333-90467
Additional Registration 1,000,000.000 April 30, 2002 333-84656
Additional Registration 7,000,000.000 April 28, 2003 333-104005
Additional Registration 23,000,000.000 April 28, 2004 333-113393
Total Units Registered 42,000,000.000

Units sold post conversion 23,383,287.586
Units unsold through 6/30/05 18,616,712.414

Total Units sold
through 6/30/05 37,997,254.686
(pre and post conversion)

The managing underwriter for the Partnership is Morgan Stanley
DW.
<page> Units are continuously sold at monthly closings at a
purchase price equal to 100% of the net asset value per Unit as
of the close of business on the last day of each month.

The aggregate price of the Units sold through June 30, 2005 was
$824,164,515.

Since no expenses are chargeable against proceeds, 100% of the
proceeds of the offering have been applied to the working capital
of the Partnership for use in accordance with the ?Use of
Proceeds? section of the prospectus included as part of the
above referenced Registration Statements.

Item 5. OTHER INFORMATION
Management. The following changes have been made to the Board of
Directors and Officers of Demeter:

Mr. Harry Handler and Ms. Shelley Hanan were approved as Directors
of Demeter by the National Futures Association as of May 12, 2005
and June 30, 2005, respectively.

Item 6. EXHIBITS

3.01 Form of Amended and Restated Limited Partnership Agreement
of the Partnership, is incorporated by reference to
Exhibit A of the Partnership?s Prospectus, dated April 25,
2005, filed with the Securities and Exchange Commission
pursuant to Rule 424(b)(3) under the Securities Act of
1933, on April 29, 2005.
<page>
3.02 Certificate of Limited Partnership, dated March 19, 1991,
is incorporated by reference to Exhibit 3.02 of the
Partnership?s Registration Statement on Form S-1 (File No.
333-47829) filed with the Securities and Exchange
Commission on March 12, 1998.
3.03 Certificate of Amendment of Certificate of Limited
Partnership, dated April 6, 1999 (changing its name from
Dean Witter Spectrum Select L.P.), is incorporated by
reference to Exhibit 3.03 of the Partnership?s
Registration Statement on Form S-1 (File No. 333-68773)
filed with the Securities and Exchange Commission on April
12, 1999.
3.04 Certificate of Amendment of Certificate of Limited
Partnership, dated November 1, 2001 (changing its name
from Morgan Stanley Dean Witter Spectrum Select L.P.), is
incorporated by reference to Exhibit 3.01 of the
Partnership?s Form 8-K (File No. 0-19511) filed with the
Securities and Exchange Commission on November 1, 2001.
10.01 Amended and Restated Management Agreement, dated as of
June 1, 1998, among the Partnership, Demeter, and Rabar
Market Research, Inc., is incorporated by reference to
Exhibit 10.01 of the Partnership?s Form 10-K (File No. 0-
19511) for fiscal year ended December 31, 1998 filed with
the Securities and Exchange Commission on June 30, 1999.
10.02 Amended and Restated Management Agreement, dated as of
June 1, 1998, among the Partnership, Demeter, and EMC
Capital Management, Inc., is incorporated by reference to
Exhibit 10.02 of the Partnership?s Form 10-K (File No. 0-
19511) for fiscal year ended December 31, 1998 filed with
the Securities and Exchange Commission on June 30, 1999.
10.03 Amended and Restated Management Agreement, dated as of
June 1, 1998, among the Partnership, Demeter, and Sunrise
Capital Management, Inc., is incorporated by reference to
Exhibit 10.03 of the Partnership?s Form 10-K (File No. 0-
19511) for fiscal year ended December 31, 1998 filed with
the Securities and Exchange Commission on June 30, 1999.
10.04 Management Agreement, dated as of January 1, 2004, among
the Partnership, Demeter, and Graham Capital Management,
L.P., is incorporated by reference to Exhibit 10.04 of the
Partnership?s Form 8-K (File No. 0-19511) filed with the
Securities and Exchange Commission on February 24, 2004.

<page>
10.07 Form of Subscription and Exchange Agreement and Power of
Attorney to be executed by purchasers of Units is
incorporated by reference to Exhibit B of the
Partnership?s Prospectus, dated April 25, 2005, filed with
the Securities and Exchange Commission pursuant to Rule
424(b)(3) under the Securities Act of 1933 on April 29,
2005.
10.10 Amended and Restated Escrow Agreement, among the
Partnership, Morgan Stanley Spectrum Strategic L.P.,
Morgan Stanley Spectrum Global Balanced L.P., Morgan
Stanley Spectrum Technical L.P., Morgan Stanley Spectrum
Currency L.P., Morgan Stanley Spectrum Commodity L.P.,
Morgan Stanley DW, and The Chase Manhattan Bank as escrow
agent, dated March 10, 2000, is incorporated by reference
to Exhibit 10.10 of the Partnership?s Registration
Statement on Form S-1 (File No. 333-90467) filed with the
Securities and Exchange Commission on November 2, 2001.
10.11 Form of Subscription Agreement Update Form to be executed
by purchasers of Units is incorporated by reference to
Exhibit C of the Partnership?s Prospectus, dated April 25,
2005, filed with the Securities and Exchange Commission
pursuant to Rule 424(b)(3) under the Securities Act of
1933 on April 29, 2005.
10.12 Amended and Restated Customer Agreement between the
Partnership and Morgan Stanley DW, dated as of October 16,
2000, is incorporated by reference to Exhibit 10.01 of the
Partnership?s Form 8-K (File No. 0-19511) filed with the
Securities and Exchange Commission on November 1, 2001.
10.12(a) Amendment No. 1 to the Amended and Restated Customer
Agreement between the Partnership and Morgan Stanley DW
Inc., dated July 1, 2005, is filed herewith.
10.13 Commodity Futures Customer Agreement between MS & Co. and
the Partnership, and acknowledged and agreed to by Morgan
Stanley DW, dated as of June 6, 2000, is incorporated by
reference to Exhibit 10.02 of the Partnership?s Form 8-K
(File No. 0-19511) filed with the Securities and Exchange
Commission on November 1, 2001.
10.14 Customer Agreement between the Partnership and MSIL, dated
as of June 6, 2000, is incorporated by reference to
Exhibit 10.04 of the Partnership?s Form 8-K (File No.
0?19511) filed with the Securities and Exchange Commission
on November 1, 2001.
<page>
10.15 Foreign Exchange and Options Master Agreement between MS &
Co. and the Partnership, dated as of April 30, 2000, is
incorporated by reference to Exhibit 10.05 of the
Partnership?s Form 8-K (File No. 0-19511) filed with the
Securities and Exchange Commission on November 1, 2001.
10.16 Management Agreement, dated as of May 1, 2001, among the
Partnership, Demeter, and Northfield Trading L.P., is
incorporated by reference to Exhibit 10.01 of the
Partnership?s Form 8-K (File No. 0-19511) filed with the
Securities and Exchange Commission on April 25, 2001.
10.17 Securities Account Control Agreement among the
Partnership, MS & Co., and Morgan Stanley DW, dated as of
May 1, 2000, is incorporated by reference to Exhibit 10.03
of the Partnership?s Form 8-K (File No. 0-19511) filed
with the Securities and Exchange Commission on November 1,
2001.
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.

<page>

SIGNATURE

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

Morgan Stanley Spectrum Select L.P.
(Registrant)

By: Demeter Management Corporation
(General Partner)

August 15, 2005 By:/s/ Kevin Perry
Kevin Perry
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.