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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-06350

Active Assets California Tax-Free Trust
(Exact name of registrant as specified in charter)

1221 Avenue of the Americas, New York, New York 10020
(Address of principal executive offices) (Zip code)

Ronald E. Robison
1221 Avenue of the Americas, New York, New York 10020
(Name and address of agent for service)

Registrant's telephone number, including area code: 212-762-4000

Date of fiscal year end: June 30, 2006

Date of reporting period: December 31, 2005

Item 1 - Report to Shareholders

Welcome, Shareholder:

In this report, you'll learn about how your investment in Active Assets
California Tax-Free Trust performed during the semiannual period. We will
provide an overview of the market conditions, and discuss some of the factors
that affected performance during the reporting period. In addition, this report
includes the Fund's financial statements and a list of Fund investments.

THIS MATERIAL MUST BE PRECEDED OR ACCOMPANIED BY A PROSPECTUS FOR THE FUND BEING
OFFERED.

MARKET FORECASTS PROVIDED IN THIS REPORT MAY NOT NECESSARILY COME TO PASS. THERE
IS NO ASSURANCE THAT A MUTUAL FUND WILL ACHIEVE ITS INVESTMENT OBJECTIVE. AN
INVESTMENT IN A MONEY MARKET FUND IS NOT INSURED OR GUARANTEED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. ALTHOUGH THE FUND
SEEKS TO PRESERVE THE VALUE OF AN INVESTMENT AT $1.00 PER SHARE, IT IS POSSIBLE
TO LOSE MONEY BY INVESTING IN THE FUND. PLEASE SEE THE PROSPECTUS FOR MORE
COMPLETE INFORMATION ON INVESTMENT RISKS.

FUND REPORT

For the six months ended December 31, 2005

MARKET CONDITIONS

During the semiannual period ended December 31, 2005, the economy continued to
grow at a good pace, despite soaring oil prices and the Gulf Coast hurricanes.
Gains in employment were respectable, and consumer confidence and spending
remained largely intact. Against this backdrop, the Federal Open Market
Committee (the "Fed") continued to raise the federal funds target rate. Through
a series of four increases of 25 basis points each, the Fed brought the target
rate to 4.25 percent at the end of the period.

Despite the Fed's steady course, yields in the tax-free money markets fluctuated
during the period, with shorter-term variable rate demand obligations (VRDOs)
demonstrating greater volatility than one-year notes. For the overall period,
however, yields across the municipal money market sector ended sharply higher.

The State of California enjoyed improving economic, fiscal and credit conditions
throughout the period. Unemployment declined and the defense and high technology
sectors experienced steady growth. These economic improvements helped to boost
stronger state revenues. California also made progress in resolving some of its
structural budget imbalances, spurring further investor interest in its
municipal debt market. The State remained the leading issuer of debt, as
financing for public infrastructure remained on the upswing under Governor
Schwarzenegger.

PERFORMANCE ANALYSIS

As of December 31, 2005, Active Assets California Tax-Free Trust had net assets
of approximately $1.07 billion and an average portfolio maturity of 33 days. For
the six-month period ended December 31, 2005, the Fund provided a total return
of 1.01 percent. For the seven-day period ended December 31, 2005, the Fund
provided an effective annualized yield of 2.78 percent and a current yield of
2.74 percent, while its 30-day moving average yield for December was 2.47
percent. Past performance is no guarantee of future results.

Throughout the period, we managed the portfolio according to our long-standing
conservative discipline. Based on our view that short-term rates would continue
to rise, the Fund was invested primarily in VRDOs. These securities offer daily
or weekly reset features, which allowed the Fund to quickly benefit from rising
short-term rates. To help offset the potential volatility associated with VRDOs
without committing to the uncertainty of longer-dated municipal notes, we
invested in fixed-rate tax-exempt commercial paper in the one- to three-month
range. This strategy afforded us with the flexibility to invest in
higher-yielding securities as they came to market.

We used our research-intensive approach to seek out investments that would add
value while meeting our conservative, risk-conscious criteria. These included
financings for rural schools with attractive debt characteristics and the issues
of certain smaller municipalities. Additionally, we were able to increase the
Fund's yield by taking advantage of seasonal imbalances in supply and demand.
Generally, we favored notes with maturities in the three- to six-month range,
while paring exposure to notes in the one-year range.

There is no guarantee that any sectors mentioned will continue to perform well
or that securities in such sectors will be held by the Fund in the future.

<Table>
<Caption>
PORTFOLIO COMPOSITION

Variable Rate Municipal Obligations 82.2%
Tax-Exempt Commercial Paper 9.0
Municipal Notes & Bonds 8.8
</Table>

<Table>
<Caption>
MATURITY SCHEDULE

1 - 30 Days 88.7%
31 - 60 Days 0.9
61 - 90 Days --
91 - 120 Days 1.1
121+ Days 9.3
</Table>

Data as of December 31, 2005. Subject to change daily. All percentages for
portfolio composition and maturity schedule are as a percentage of total
investments. These data are provided for informational purposes only and should
not be deemed a recommendation to buy or sell the securities mentioned. Morgan
Stanley is a full-service securities firm engaged in securities trading and
brokerage activities, investment banking, research and analysis, financing and
financial advisory services.

INVESTMENT STRATEGY

THE FUND WILL INVEST IN HIGH QUALITY, SHORT-TERM SECURITIES THAT ARE NORMALLY
MUNICIPAL OBLIGATIONS THAT PAY INTEREST EXEMPT FROM FEDERAL AND CALIFORNIA
INCOME TAXES. THE FUND'S "INVESTMENT ADVISER," MORGAN STANLEY INVESTMENT
ADVISORS INC., SEEKS TO MAINTAIN THE FUND'S SHARE PRICE AT $1.00. THE SHARE
PRICE REMAINING STABLE AT $1.00 MEANS THAT THE FUND WOULD PRESERVE THE PRINCIPAL
VALUE OF YOUR INVESTMENT.

AN INVESTMENT IN THE FUND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. ALTHOUGH THE FUND SEEKS TO
PRESERVE THE VALUE OF YOUR INVESTMENT AT $1.00 PER SHARE, IT IS POSSIBLE TO LOSE
MONEY BY INVESTING IN THE FUND.

FOR MORE INFORMATION
ABOUT PORTFOLIO HOLDINGS

EACH MORGAN STANLEY FUND PROVIDES A COMPLETE SCHEDULE OF PORTFOLIO HOLDINGS IN
ITS SEMIANNUAL AND ANNUAL REPORTS WITHIN 60 DAYS OF THE END OF THE FUND'S SECOND
AND FOURTH FISCAL QUARTERS BY FILING THE SCHEDULE ELECTRONICALLY WITH THE
SECURITIES AND EXCHANGE COMMISSION (SEC). THE SEMIANNUAL REPORTS ARE FILED ON
FORM N-CSRS AND THE ANNUAL REPORTS ARE FILED ON FORM N-CSR. MORGAN STANLEY ALSO
DELIVERS THE SEMIANNUAL AND ANNUAL REPORTS TO FUND SHAREHOLDERS AND MAKES THESE
REPORTS AVAILABLE ON ITS PUBLIC WEB SITE, WWW.MORGANSTANLEY.COM. EACH MORGAN
STANLEY FUND ALSO FILES A COMPLETE SCHEDULE OF PORTFOLIO HOLDINGS WITH THE SEC
FOR THE FUND'S FIRST AND THIRD FISCAL QUARTERS ON FORM N-Q. MORGAN STANLEY DOES
NOT DELIVER THE REPORTS FOR THE FIRST AND THIRD FISCAL QUARTERS TO SHAREHOLDERS,
NOR ARE THE REPORTS POSTED TO THE MORGAN STANLEY PUBLIC WEB SITE. YOU MAY,
HOWEVER, OBTAIN THE FORM N-Q FILINGS (AS WELL AS THE FORM N-CSR AND N-CSRS
FILINGS) BY ACCESSING THE SEC'S WEB SITE,

HTTP://WWW.SEC.GOV. YOU MAY ALSO REVIEW AND COPY THEM AT THE SEC'S PUBLIC
REFERENCE ROOM IN WASHINGTON, DC. INFORMATION ON THE OPERATION OF THE SEC'S
PUBLIC REFERENCE ROOM MAY BE OBTAINED BY CALLING THE SEC AT (800) SEC-0330. YOU
CAN ALSO REQUEST COPIES OF THESE MATERIALS, UPON PAYMENT OF A DUPLICATING FEE,
BY ELECTRONIC REQUEST AT THE SEC'S E-MAIL ADDRESS (PUBLICINFO@SEC.GOV) OR BY
WRITING THE PUBLIC REFERENCE SECTION OF THE SEC, WASHINGTON, DC 20549-0102.

HOUSEHOLDING NOTICE

TO REDUCE PRINTING AND MAILING COSTS, THE FUND ATTEMPTS TO ELIMINATE DUPLICATE
MAILINGS TO THE SAME ADDRESS. THE FUND DELIVERS A SINGLE COPY OF CERTAIN
SHAREHOLDER DOCUMENTS, INCLUDING SHAREHOLDER REPORTS, PROSPECTUSES AND PROXY
MATERIALS, TO INVESTORS WITH THE SAME LAST NAME WHO RESIDE AT THE SAME ADDRESS.
YOUR PARTICIPATION IN THIS PROGRAM WILL CONTINUE FOR AN UNLIMITED PERIOD OF TIME
UNLESS YOU INSTRUCT US OTHERWISE. YOU CAN REQUEST MULTIPLE COPIES OF THESE
DOCUMENTS BY CALLING (800) 350-6414, 8:00 A.M. TO 8:00 P.M., ET. ONCE OUR
CUSTOMER SERVICE CENTER HAS RECEIVED YOUR INSTRUCTIONS, WE WILL BEGIN SENDING
INDIVIDUAL COPIES FOR EACH ACCOUNT WITHIN 30 DAYS.

EXPENSE EXAMPLE

As a shareholder of the Fund, you incur ongoing costs, including advisory fees;
distribution and service (12b-1) fees; and other Fund expenses. This example is
intended to help you understand your ongoing costs (in dollars) of investing in
the Fund and to compare these costs with the ongoing costs of investing in other
mutual funds.

The example is based on an investment of $1,000 invested at the beginning of the
period and held for the entire period 07/01/05 - 12/31/05.

ACTUAL EXPENSES

The first line of the table below provides information about actual account
values and actual expenses. You may use the information in this line, together
with the amount you invested, to estimate the expenses that you paid over the
period. Simply divide your account value by $1,000 (for example, an $8,600
account value divided by $1,000 = 8.6), then multiply the result by the number
in the first line under the heading entitled "Expenses Paid During Period" to
estimate the expenses you paid on your account during this period.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The second line of the table below provides information about hypothetical
expenses based on the Fund's actual expense ratio and an assumed rate of return
of 5% per year before expenses, which is not the Fund's actual return. The
hypothetical account values and expenses may not be used to estimate the actual
ending account balance or expenses you paid for the period. You may use this
information to compare the ongoing cost of investing in the Fund and other
funds. To do so, compare this 5% hypothetical example with the 5% hypothetical
examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your
ongoing costs only. Therefore, the second line of the table is useful in
comparing ongoing costs, and will not help you determine the relative total cost
of owning different funds that have transactional costs, such as sales charges
(loads), and redemption fees, or exchange fees.

<Table>
<Caption>
BEGINNING ENDING EXPENSES PAID
ACCOUNT VALUE ACCOUNT VALUE DURING PERIOD *
------------- ------------- ---------------
07/01/05 -
07/01/05 12/31/05 12/31/05
------------- ------------- ---------------

Actual (1.01% return)....................................... $1,000.00 $1,010.10 $3.07
Hypothetical (5% annual return before expenses)............. $1,000.00 $1,022.01 $3.09
</Table>

- ------------------

* Expenses are equal to the Fund's annualized expense ratio of 0.61%
multiplied by the average account value over the period, multiplied by
183/365 (to reflect the one-half year period).

Active Assets California Tax-Free Trust
PORTFOLIO OF INVESTMENTS - DECEMBER 31, 2005 (UNAUDITED)

<Table>
<Caption>
PRINCIPAL
AMOUNT IN COUPON DEMAND
THOUSANDS RATE+ DATE* VALUE
- --------------------------------------------------------------------------------------------------------

California Tax-Exempt Short-Term Variable Rate Municipal
Obligations (83.5%)
ABAG Finance Authority for Nonprofit Corporations,
$12,500 Capitol Park Apartments Ser 2005 A (AMT)................ 3.35% 04/17/06 $ 12,500,000
8,000 Episcopal Homes Foundation Ser 2000 COPs................ 3.53 01/09/06 8,000,000
5,000 Jewish Home of San Francisco Ser 2005................... 3.70 01/03/06 5,000,000
5,000 Lease Purchase 2003 Ser A............................... 4.40 01/09/06 5,000,000
13,960 Anaheim Public Financing Authority, Distribution System
ROCs II-R Ser 6021 (MBIA)............................... 3.55 01/09/06 13,960,000
20,000 Big Bear Lake, Southwest Gas Corp 1993 Ser A (AMT)........ 3.51 01/09/06 20,000,000
2,665 Cabrillo Community College District,
2004 Ser A ROCs II-R Ser 300 (MBIA)..................... 3.55 01/09/06 2,665,000
California,
3,200 Economic Recovery Ser 2004 C-4.......................... 3.70 01/03/06 3,200,000
12,000 Economic Recovery Ser 2004 C-11......................... 3.45 01/09/06 12,000,000
8,800 Economic Recovery Ser 2004 C-13 (XLCA).................. 3.55 01/09/06 8,800,000
15,400 Economic Recovery Ser 2004 C-14 (XLCA).................. 3.34 01/09/06 15,400,000
15,700 Economic Recovery Ser 2004 C-18 (XLCA).................. 3.50 01/09/06 15,700,000
5,900 Economic Recovery Ser 2004 C-21 (XLCA).................. 3.53 01/09/06 5,900,000
California,
22,490 Ser 2003 C-1 & Ser 2004 A-9............................. 3.50 01/09/06 22,490,000
1,000 Ser 2004 B-3............................................ 3.62 01/03/06 1,000,000
8,000 Ser 2005 B Subser B-1................................... 3.10 01/25/06 8,000,000
11,970 California Alternative Energy Source Finance Authority,
General Electric Capital Corp-Arroyo Energy 1993 Ser B
(AMT)................................................... 3.39 01/09/06 11,970,000
California Department of Water Resources,
16,745 Power Supply Ser 2002 B Subser B-1...................... 3.70 01/03/06 16,745,000
2,200 Power Supply Ser 2002 B Subser B-2...................... 3.75 01/03/06 2,200,000
11,800 Power Supply Ser 2002 B Subser B-5...................... 3.72 01/03/06 11,800,000
1,000 Power Supply Ser 2002 B Subser B-6...................... 3.62 01/03/06 1,000,000
3,950 Power Supply Ser 2002 C Subser C-3 (Ambac).............. 3.55 01/09/06 3,950,000
15,000 Power Supply Ser 2002 C Subser C-9...................... 3.45 01/09/06 15,000,000
10,000 Power Supply Ser 2002 C Subser C-16..................... 3.50 01/09/06 10,000,000
6,000 Power Supply Ser 2002 C Subser C-18..................... 3.46 01/09/06 6,000,000
California Educational Facilities Authority,
5,000 California Institute of Technology Ser 1994............. 3.45 01/09/06 5,000,000
5,465 California Lutheran University Ser 2004 A............... 3.48 01/09/06 5,465,000
7,000 University of San Francisco Ser 2003.................... 3.45 01/09/06 7,000,000
California Health Facilities Financing Authority,
5,800 Adventist Health System/West 1998 Ser A (MBIA),
Ser B (MBIA) & Ser C (MBIA)........................... 3.70 01/03/06 5,800,000
18,100 Northern California Presbyterian Homes & Services Ser
2004.................................................... 3.34 01/09/06 18,100,000
</Table>

See Notes to Financial Statements
6

Active Assets California Tax-Free Trust
PORTFOLIO OF INVESTMENTS - DECEMBER 31, 2005 (UNAUDITED) continued

<Table>
<Caption>
PRINCIPAL
AMOUNT IN COUPON DEMAND
THOUSANDS RATE+ DATE* VALUE
- --------------------------------------------------------------------------------------------------------

$ 900 Sisters of Charity of Leavenworth Health System Ser
2003.................................................... 3.55% 01/09/06 $ 900,000
9,100 California Housing Finance Agency, Home Mortgage 2001 Ser
U (MBIA) (AMT).......................................... 3.78 01/03/06 9,100,000
3,480 California Infrastructure & Economic Development Bank, Bay
Area Toll Bridges Ser 2005 SGB-56 (Ambac)............... 3.55 01/09/06 3,480,000
California Statewide Communities Development Authority,
6,000 Chabad of California Ser 2004........................... 3.52 01/09/06 6,000,000
12,165 Coventry Place Apartments 2002 Ser JJ (AMT)............. 3.34 01/09/06 12,165,000
9,250 Irvine Apartment Communities Ser W-2 (AMT).............. 3.60 01/09/06 9,250,000
4,200 Kaiser Permanente Ser 2004 L............................ 3.48 01/09/06 4,200,000
10,240 Multifamily Housing Martin Luther Tower 2005 Ser D
(AMT)................................................... 3.55 01/09/06 10,240,000
12,000 University of San Diego Ser 2005........................ 3.47 01/09/06 12,000,000
2,700 University Retirement Community at Davis Inc Ser 2003
(Radian)................................................ 3.70 01/03/06 2,700,000
16,755 California Transit Finance Authority, Ser 1997 (FSA)...... 3.50 01/09/06 16,755,000
6,805 Cerritos Community College District, Ser 2005 P-FLOATs
PT-2934 (Ambac)......................................... 3.53 01/09/06 6,805,000
10,000 Corona-Norco Unified School District, Ser 2005 COPs....... 3.34 01/09/06 10,000,000
15,000 East Bay Municipal Utility District, Wastewater Sub Ser
2005.................................................... 3.43 01/09/06 15,000,000
Fresno,
7,345 Multifamily Heron Pointe Apartments 2001 Ser A.......... 3.43 01/09/06 7,345,000
18,000 Sewer System Sub Lien Ser 2000 A (FGIC)................. 3.34 01/09/06 18,000,000
2,250 Hacienda-La Puenta Unified School District, 2000 Ser B
P-FLOATs PT-1988 (FSA).................................. 3.53 01/09/06 2,250,000
1,400 Irvine Assessment District, No 04-20 Improvement Bond Act
1915 Ser 2005 A......................................... 3.62 01/03/06 1,400,000
9,745 Long Beach, Harbor PUTTERs Ser 444 (MBIA) (AMT)........... 3.54 01/09/06 9,745,000
3,900 Long Beach Community College District, 2002 Election
Ser 2005 B ROCs II-R Ser 478 (FGIC)..................... 3.55 01/09/06 3,900,000
Los Angeles,
21,800 Wastewater System Ser 2001 B (FGIC)..................... 3.55 01/09/06 21,800,000
7,000 Wastewater System Ser 2005 A TOCs Ser 2005 TT (MBIA).... 3.54 01/09/06 7,000,000
22,700 Los Angeles Community Redevelopment Agency, Grand
Promenade Ser 2002...................................... 3.43 01/09/06 22,700,000
Los Angeles County Metropolitan Transportation Authority,
6,000 Prop C Sales Tax 2nd Ser 2004-A Eagle #20040046
(MBIA).................................................. 3.55 01/09/06 6,000,000
5,880 Sales Tax Ser 1993 A (MBIA)............................. 3.34 01/09/06 5,880,000
Los Angeles Department of Water & Power,
10,000 Power System 2001 Ser B Subser B-1...................... 3.53 01/09/06 10,000,000
8,000 Power System 2002 Ser A Subser A-8...................... 3.50 01/09/06 8,000,000
8,300 Water System 2001 Ser B Subser B-1...................... 3.55 01/09/06 8,300,000
5,300 Water System 2001 Ser B Subser B-2...................... 3.62 01/03/06 5,300,000
</Table>

See Notes to Financial Statements
7

Active Assets California Tax-Free Trust
PORTFOLIO OF INVESTMENTS - DECEMBER 31, 2005 (UNAUDITED) continued

<Table>
<Caption>
PRINCIPAL
AMOUNT IN COUPON DEMAND
THOUSANDS RATE+ DATE* VALUE
- --------------------------------------------------------------------------------------------------------

$16,760 Los Angeles Housing Authority, Multifamily 2004 Ser A..... 3.46% 01/09/06 $ 16,760,000
10,975 Los Angeles Unified School District, P-FLOATs PT-1855
(FSA)................................................... 3.53 01/09/06 10,975,000
5,705 Madera Irrigation Financing Authority, Water Ser 2005 A
(XLCA).................................................. 3.75 01/03/06 5,705,000
Metropolitan Water District of Southern California,
16,200 Water 1999 Ser B & Ser C................................ 3.45 01/09/06 16,200,000
5,200 Water 2000 Ser B-1...................................... 3.62 01/03/06 5,200,000
6,000 Water 2000 Ser B-2...................................... 3.31 01/09/06 6,000,000
3,200 Waterworks 1996 Ser A (Ambac)........................... 3.34 01/09/06 3,200,000
6,300 Waterworks 2002 Ser A................................... 3.53 01/09/06 6,300,000
14,500 Monterey Peninsula Water Management District, Wastewater
Ser 1992 COPs........................................... 3.55 01/09/06 14,500,000
13,300 Mountain View, Villa Mariposa Multifamily 1985 Ser A...... 3.51 01/09/06 13,300,000
Newport Beach,
1,500 Hoag Memorial Hospital Presbyterian 1992 Ser............ 3.70 01/03/06 1,500,000
4,930 Hoag Memorial Hospital Presbyterian 1996 Ser A,
Ser B & Ser C........................................... 3.70 01/03/06 4,930,000
12,410 Northern California Power Agency, Hydroelectric No 1
Ser 2002 B (MBIA)....................................... 3.34 01/09/06 12,410,000
9,130 Orange County Housing Authority, Oasis Martinique
Refg 1998 Issue I....................................... 3.44 01/09/06 9,130,000
14,895 Orange County Sanitation District, Ser 1993 COPs (Ambac),
Ser 2000 A COPs & Ser 2000 B COPs....................... 3.62 01/03/06 14,895,000
7,000 Pasadena, City Hall & Park Improvement Ser 2003 COPs
(Ambac)................................................. 3.47 01/09/06 7,000,000
900 Pittsburg Redevelopment Agency, Los Medanos Community
Development Sub 2004 Ser A (Ambac)...................... 3.75 01/03/06 900,000
Pleasanton,
6,000 Assisted Living Facility Ser 2005....................... 3.52 01/09/06 6,000,000
10,850 Greenbriar Bernal Apartments Ser 2001 A (AMT)........... 3.55 01/09/06 10,850,000
4,500 Pomona Redevelopment Agency, Park & Plaza Apartments Ser
1998 A.................................................. 3.48 01/09/06 4,500,000
9,600 Poway Unified School District, Ser 2004 COPs (FSA)........ 3.34 01/09/06 9,600,000
8,800 Rancho Water District Financing Authority, Ser 2001 B
(FGIC).................................................. 3.31 01/09/06 8,800,000
6,750 Redlands, Orange Village Apartments 1988 Ser A (AMT)...... 3.60 01/09/06 6,750,000
9,615 Riverside County, 2005 Ser A & B COPs P-FLOATs PT-2704
(FGIC).................................................. 3.53 01/09/06 9,615,000
Roaring Fork Municipal Products,
7,850 California Economic Recovery Class A Certificates
Ser 2004-4 (FGIC)..................................... 3.51 01/09/06 7,850,000
8,485 San Diego Community College District Class A
Certificates Ser 2005-22 (FSA)..................................... 3.51 01/09/06 8,485,000
3,500 Sacramento County Housing Authority, Seasons at Winter
2004 Ser C-2............................................ 3.34 01/09/06 3,500,000
</Table>

See Notes to Financial Statements
8

Active Assets California Tax-Free Trust
PORTFOLIO OF INVESTMENTS - DECEMBER 31, 2005 (UNAUDITED) continued

<Table>
<Caption>
PRINCIPAL
AMOUNT IN COUPON DEMAND
THOUSANDS RATE+ DATE* VALUE
- --------------------------------------------------------------------------------------------------------

$ 4,000 San Bernardino County Housing Authority, Multifamily
Raintree Apartments Ser 2005 A.......................... 3.54% 01/09/06 $ 4,000,000
7,875 San Diego County, COPs Ser 2005 ROCs II-R Ser 2175
(Ambac)................................................. 3.55 01/09/06 7,875,000
6,685 San Diego Unified Port District, 2004 Ser B P-FLOATs
PT-2409 (MBIA).......................................... 3.53 01/09/06 6,685,000
1,740 San Diego Unified School District, 1998 Ser E-1 ROCs II-R
Ser 1067 (MBIA)......................................... 3.55 01/09/06 1,740,000
11,275 San Francisco City & County, Folsom-Dore Apartments
Ser 2002 A (AMT)........................................ 3.53 01/09/06 11,275,000
3,000 San Francisco City & County Finance Corporation, Moscone
Center Ser 2000-1 (Ambac)............................... 3.53 01/09/06 3,000,000
San Francisco City & County Redevelopment Agency,
21,000 Bayside Village Multifamily Ser 1985 A.................. 3.45 01/09/06 21,000,000
6,000 Multifamily Housing Mercy Terrace Ser 2005 A............ 3.49 01/09/06 6,000,000
2,000 San Jose, Multifamily Almaden Lake Village Apartments
Ser 2000 A (AMT)........................................ 3.56 01/09/06 2,000,000
4,900 San Jose Finance Authority, Civic Center Ser 2002 C
(Ambac)................................................. 5.00 06/01/06 4,977,457
4,520 San Jose Redevelopment Agency, Merged Area 1996 Ser B..... 3.45 01/09/06 4,520,000
11,830 San Jose-Santa Clara Clean Water Financing Authority,
Sewer Ser 2005 B (FSA).................................. 3.43 01/09/06 11,830,000
Santa Clara,
4,300 Electric Ser 1985 C (Ambac)............................. 3.34 01/09/06 4,300,000
12,400 Multifamily Briarwood Apartments Ser 1996 B............. 3.49 01/09/06 12,400,000
16,000 Santa Clara Valley Transportation Authority,
Sales Tax Ser 2005 B (Ambac)............................ 3.44 01/09/06 16,000,000
2,580 Southern California Logistics Airport Authority, Ser 2005
P-FLOATs PA-1323 (Radian)............................... 3.55 01/09/06 2,580,000
Turlock Irrigation District,
1,000 2001 Ser A COPs......................................... 3.70 01/03/06 1,000,000
4,705 Ser 1988 A.............................................. 3.55 01/09/06 4,705,000
9,400 Vallejo Housing Authority, Multifamily Housing
Crow-Western Phase II Ser 1985 C........................ 3.58 01/09/06 9,400,000
------------
Total California Tax-Exempt Short-Term Variable Rate Municipal Obligations
(Cost $896,002,457).......................................................... 896,002,457
------------
</Table>

See Notes to Financial Statements
9

Active Assets California Tax-Free Trust
PORTFOLIO OF INVESTMENTS - DECEMBER 31, 2005 (UNAUDITED) continued

<Table>
<Caption>
YIELD TO
PRINCIPAL MATURITY
AMOUNT IN COUPON MATURITY ON DATE OF
THOUSANDS RATE DATE PURCHASE VALUE
- ---------------------------------------------------------------------------------------------------------

California Tax-Exempt Commercial Paper (9.2%)
$ 7,000 California Department of Water Resources,
Ser 1.................................... 2.80% 01/30/06 2.80% $ 7,000,000
10,000 California Statewide Communities
Development Authority, Kaiser Permanente
Ser 2004 K............................... 2.80 01/11/06 2.80 10,000,000
3,400 East Bay Municipal Utility District, Water
Ser 1988................................. 2.76 01/19/06 2.76 3,400,000
10,000 Riverside County, Teeter Obligation 2005
Ser B-1.................................. 3.04 01/23/06 3.04 10,000,000
San Diego County Water Authority,
11,500 Ser 1.................................... 3.00 01/27/06 3.00 11,500,000
10,000 Ser 1.................................... 3.18 02/14/06 3.18 10,000,000
San Francisco City & County Public Utility
Commission,
10,000 Water Ser 2001.......................... 3.13 01/10/06 3.13 10,000,000
10,000 Water Ser 2001.......................... 2.87 01/18/06 2.87 10,000,000
10,000 Water Ser 2001.......................... 3.00 01/19/06 3.00 10,000,000
San Francisco County Transportation
Authority,
4,000 2004 Ser A............................... 3.10 01/20/06 3.10 4,000,000
5,250 2004 Ser B............................... 2.80 01/18/06 2.80 5,250,000
7,000 University of California Regents, Ser A.... 2.78 01/11/06 2.78 7,000,000
--------------
Total California Tax-Exempt Commercial Paper
(Cost $98,150,000)......................................................... 98,150,000
--------------
California Tax-Exempt Short-Term Municipal Notes & Bonds (8.9%)
4,460 Bassett Unified School District, Ser 2005
BANs, dtd 09/01/05....................... 4.20 09/01/06 2.85 4,499,117
22,250 California School Cash Reserve Program
Authority, 2005 Pool Ser A, dtd
07/06/05................................. 4.00 07/06/06 2.60 22,374,112
8,500 Contra Costa County, Ser 2005 TRANs,
dtd 12/08/05............................. 4.50 12/07/06 3.30 8,592,211
8,225 East Side Union High School District, Ser
2005 TRANs, dtd 10/25/05................. 4.25 10/25/06 2.95 8,309,746
7,000 Kern County, Ser 2005 TRANs, dtd
07/05/05................................. 4.00 06/30/06 3.03 7,031,781
25,000 Los Angeles Unified School District, Ser
2005 A TRANs, dtd 10/19/05............... 4.50 10/18/06 2.91 25,307,788
3,700 Placentia, Ser 2005 TRANs, dtd 07/01/05.... 3.75 06/30/06 2.80 3,716,945
1,750 Selma, Ser 2005 TRANs, dtd 07/01/05........ 4.00 06/30/06 2.80 1,760,129
</Table>

See Notes to Financial Statements
10

Active Assets California Tax-Free Trust
PORTFOLIO OF INVESTMENTS - DECEMBER 31, 2005 (UNAUDITED) continued

$10,000 South Coast Local Education Agencies,
Pooled TRANs Ser 2005 A, dtd 07/01/05.... 4.00% 06/30/06 3.21% $ 10,035,941
4,500 University of California Regents Ser 1998
F, dtd 06/15/98.......................... 5.00 09/01/06++ 3.04 4,601,742
--------------
Total California Tax-Exempt Short-Term Municipal Notes & Bonds
(Cost $96,229,512)......................................................... 96,229,512
--------------
</Table>

<Table>

Total Investments
(Cost $1,090,381,969) (a)......................................... 101.6% 1,090,381,969

Liabilities In Excess of Other Assets............................. (1.6) (16,888,439)
----- --------------
Net Assets........................................................ 100.0% $1,073,493,530
===== ==============
</Table>

- ---------------------

<Table>

AMT Alternative Minimum Tax.
BANs Bond Anticipation Notes.
COPs Certificates of Participation.
P-FLOATs Puttable Floating Option Tax-Exempt Receipts.
PUTTERs Puttable Tax-Exempt Receipts.
ROCs Reset Option Certificates.
TOCs Tender Option Certificates.
TRANs Tax and Revenue Anticipation Notes.
+ Rate shown is the rate in effect at December 31, 2005.
++ Prerefunded to call date shown.
Date on which the principal amount can be recovered through
* demand.
(a) Cost is the same for federal income tax purposes.

Bond Insurance:
- ---------------
Ambac Ambac Assurance Corporation.
FGIC Financial Guaranty Insurance Company.
FSA Financial Security Assurance Inc.
MBIA Municipal Bond Investors Assurance Corporation.
Radian Radian Asset Assurance Inc.
XLCA XL Capital Assurance Inc.
</Table>

See Notes to Financial Statements
11

Active Assets California Tax-Free Trust
FINANCIAL STATEMENTS

Statement of Assets and Liabilities
December 31, 2005 (unaudited)

<Table>

Assets:
Investments in securities, at value
(cost $1,090,381,969)..................................... $1,090,381,969
Cash........................................................ 92,942
Receivable for:
Interest................................................ 4,745,228
Shares of beneficial interest sold...................... 6,586
Prepaid expenses and other assets........................... 27,569
--------------
Total Assets............................................ 1,095,254,294
--------------
Liabilities:
Payable for:
Investments purchased................................... 21,171,963
Investment advisory fee................................. 337,389
Distribution fee........................................ 85,089
Administration fee...................................... 42,544
Accrued expenses and other payables......................... 123,779
--------------
Total Liabilities....................................... 21,760,764
--------------
Net Assets.............................................. $1,073,493,530
==============
Composition of Net Assets:
Paid-in-capital............................................. $1,073,488,722
Accumulated undistributed net investment income............. 4,808
--------------
Net Assets.............................................. $1,073,493,530
==============
Net Asset Value Per Share
1,073,469,396 shares outstanding (unlimited shares
authorized of $.01 par value)............................... $1.00
==============
</Table>

See Notes to Financial Statements
12

Active Assets California Tax-Free Trust
FINANCIAL STATEMENTS continued

Statement of Operations
For the six months ended December 31, 2005 (unaudited)

<Table>

Net Investment Income:
Interest Income............................................. $11,102,345
-----------
Expenses
Investment advisory fee..................................... 1,735,291
Distribution fee............................................ 419,001
Administration fee.......................................... 209,501
Transfer agent fees and expenses............................ 59,263
Professional fees........................................... 41,384
Registration fees........................................... 34,151
Custodian fees.............................................. 19,903
Shareholder reports and notices............................. 12,488
Trustees' fees and expenses................................. 7,641
Other....................................................... 19,912
-----------
Total Expenses.......................................... 2,558,535

Less: expense offset........................................ (19,535)
-----------
Net Expenses............................................ 2,539,000
-----------
Net Investment Income....................................... $ 8,563,345
===========
</Table>

See Notes to Financial Statements
13

Active Assets California Tax-Free Trust
FINANCIAL STATEMENTS continued

Statement of Changes in Net Assets

<Table>
<Caption>
FOR THE SIX FOR THE YEAR
MONTHS ENDED ENDED
DECEMBER 31, 2005 JUNE 30, 2005
----------------- -------------
(unaudited)

Increase (Decrease) in Net Assets:
Operations:
Net investment income....................................... $ 8,563,345 $ 8,234,325
Dividends to shareholders from net investment income........ (8,563,494) (8,234,061)
Net increase from transactions in shares of beneficial
interest.................................................. 369,202,577 16,490,532
-------------- ------------
Net Increase............................................ 369,202,428 16,490,796
Net Assets:
Beginning of period......................................... 704,291,102 687,800,306
-------------- ------------
End of Period
(Including accumulated undistributed net investment income
of $4,808 and $4,957, respectively)......................... $1,073,493,530 $704,291,102
============== ============
</Table>

14
See Notes to Financial Statements

Active Assets California Tax-Free Trust
NOTES TO FINANCIAL STATEMENTS - DECEMBER 31, 2005 (UNAUDITED)

1. Organization and Accounting Policies

Active Assets California Tax-Free Trust (the "Fund") is registered under the
Investment Company Act of 1940, as amended (the "Act"), as a diversified,
open-end management investment company. The Fund's investment objective is to
provide a high level of daily income which is exempt from federal and California
income tax consistent with stability of principal and liquidity. The Fund was
organized as a Massachusetts business trust on July 10, 1991 and commenced
operations on November 12, 1991.

The following is a summary of significant accounting policies:

A. Valuation of Investments -- Portfolio securities are valued at amortized
cost, which approximates market value.

B. Accounting for Investments -- Security transactions are accounted for on the
trade date (date the order to buy or sell is executed). Realized gains and
losses on security transactions are determined by the identified cost method.
Discounts are accreted and premiums are amortized over the life of the
respective securities. Interest income is accrued daily.

C. Federal Income Tax Policy -- It is the Fund's policy to comply with the
requirements of the Internal Revenue Code applicable to regulated investment
companies and to distribute substantially all of its taxable and nontaxable
income to its shareholders. Accordingly, no federal income tax provision is
required.

D. Dividends and Distributions to Shareholders -- The Fund records dividends and
distributions to shareholders as of the close of each business day.

E. Use of Estimates -- The preparation of financial statements in accordance
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts and disclosures.
Actual results could differ from those estimates.

2. Investment Advisory/Administration Agreements

Pursuant to an Investment Advisory Agreement with Morgan Stanley Investment
Advisors Inc. (the "Investment Adviser"), the Fund pays the Investment Adviser
an advisory fee, accrued daily and payable monthly, by applying the following
annual rates to the net assets of the Fund determined as of the close of each
business day: 0.45% to the portion of the daily net assets not exceeding $500
million; 0.375% to the portion of the daily net assets exceeding $500 million
but not exceeding $750 million; 0.325% to the portion of the daily net assets
exceeding $750 million but not exceeding $1 billion; 0.30% to the portion of the
daily net assets exceeding $1 billion but not exceeding $1.5 billion; 0.275% to
the portion of the daily net assets exceeding $1.5 billion but not exceeding $2
billion; 0.25% to the portion of the daily net assets exceeding $2 billion but
not

Active Assets California Tax-Free Trust
NOTES TO FINANCIAL STATEMENTS - DECEMBER 31, 2005 (UNAUDITED) continued

exceeding $2.5 billion; 0.225% to the portion of the daily net assets exceeding
$2.5 billion but not exceeding $3 billion; and 0.20% to the portion of the daily
net assets exceeding $3 billion.

Pursuant to an Administration Agreement with Morgan Stanley Services Company
Inc. (the "Administrator"), an affiliate of the Investment Adviser, the Fund
pays an administration fee, accrued daily and payable monthly, by applying the
annual rate of 0.05% to the Fund's daily net assets.

3. Plan of Distribution

Morgan Stanley Distributors Inc. (the "Distributor"), an affiliate of the
Investment Adviser and Administrator, is the distributor of the Fund's shares
and in accordance with a Plan of Distribution (the "Plan") pursuant to Rule
12b-1 under the Act, finances certain expenses in connection with the promotion
of sales of Fund shares.

Reimbursements for these expenses are made in monthly payments by the Fund to
the Distributor, which will in no event exceed an amount equal to a payment at
the annual rate of 0.15% of the Fund's average daily net assets during the
month. Expenses incurred by the Distributor pursuant to the Plan in any fiscal
year will not be reimbursed by the Fund through payments accrued in any
subsequent fiscal year. For the six months ended December 31, 2005, the
distribution fee was accrued at the annual rate of 0.10%.

4. Security Transactions and Transactions with Affiliates

The cost of purchases and proceeds from sales/maturities of portfolio securities
for the six months ended December 31, 2005, aggregated $1,283,420,502 and
$937,574,000, respectively.

Morgan Stanley Trust, an affiliate of the Investment Adviser, Administrator and
Distributor, is the Fund's transfer agent.

The Fund has an unfunded noncontributory defined benefit pension plan covering
certain independent Trustees of the Fund who will have served as independent
Trustees for at least five years at the time of retirement. Benefits under this
plan are based on factors which include years of service and compensation. The
Trustees voted to close the plan to new participants and eliminate the future
benefits growth due to increases to compensation after July 31, 2003. Aggregate
pension costs for the six months ended December 31, 2005, included in Trustees'
fees and expenses in the Statement of Operations amounted to $3,303. At December
31, 2005, the Fund had an accrued pension liability of $57,153 which is included
in accrued expenses in the Statement of Assets and Liabilities.

Active Assets California Tax-Free Trust
NOTES TO FINANCIAL STATEMENTS - DECEMBER 31, 2005 (UNAUDITED) continued

The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan")
which allows each independent Trustee to defer payment of all, or a portion, of
the fees he receives for serving on the Board of Trustees. Each eligible Trustee
generally may elect to have the deferred amounts credited with a return equal to
the total return on one or more of the Morgan Stanley funds that are offered as
investment options under the Compensation Plan. Appreciation/depreciation and
distributions received from these investments are recorded with an offsetting
increase/decrease in the deferred compensation obligation and do not affect the
net asset value of the Fund.

5. Shares of Beneficial Interest

Transactions in shares of beneficial interest, at $1.00 per share, were as
follows:

<Table>
<Caption>
FOR THE SIX FOR THE YEAR
MONTHS ENDED ENDED
DECEMBER 31, 2005 JUNE 30, 2005
----------------- --------------
(unaudited)

Shares sold................................................. 2,022,561,102 2,680,347,592
Shares issued in reinvestment of dividends.................. 8,563,494 8,234,061
-------------- --------------
2,031,124,596 2,688,581,653
Shares redeemed............................................. (1,661,922,019) (2,672,091,121)
-------------- --------------
Net increase in shares outstanding.......................... 369,202,577 16,490,532
============== ==============
</Table>

6. Expense Offset

The expense offset represents a reduction of the custodian fees for earnings on
cash balances maintained by the Fund.

7. Legal Matters

The Investment Adviser, certain affiliates of the Investment Adviser, certain
officers of such affiliates and certain investment companies advised by the
Investment Adviser or its affiliates, including the Fund, are named as
defendants in a consolidated class action. This consolidated action also names
as defendants certain individual Trustees and Directors of the Morgan Stanley
funds. The consolidated amended complaint, filed in the United States District
Court Southern District of New York on April 16, 2004, generally alleges that
defendants, including the Fund, violated their statutory disclosure obligations
and fiduciary duties by failing properly to disclose (i) that the Investment
Adviser and certain affiliates of the Investment Adviser allegedly offered
economic incentives to brokers and others to recommend the funds advised by the
Investment Adviser or its affiliates to investors rather than funds managed by
other companies, and (ii) that the funds advised by the Investment Adviser or
its affiliates, including the Fund, allegedly paid excessive commissions to

Active Assets California Tax-Free Trust
NOTES TO FINANCIAL STATEMENTS - DECEMBER 31, 2005 (UNAUDITED) continued

brokers in return for their efforts to recommend these funds to investors. The
complaint seeks, among other things, unspecified compensatory damages,
rescissionary damages, fees and costs. The defendants have moved to dismiss the
action and intend to otherwise vigorously defend it. On March 9, 2005,
Plaintiffs sought leave to supplement their complaint to assert claims on behalf
of other investors. While the Fund and Adviser believe that each has meritorious
defenses, the ultimate outcome of this matter is not presently determinable at
this stage of the litigation, and no provision has been made in the Fund's
financial statements for the effect, if any, of this matter.

Active Assets California Tax-Free Trust
FINANCIAL HIGHLIGHTS

Selected ratios and per share data for a share of beneficial interest
outstanding throughout each period:

<Table>
<Caption>
FOR THE SIX FOR THE YEAR ENDED JUNE 30,
MONTHS ENDED ---------------------------------------------------------
DECEMBER 2005 2005 2004 2003 2002 2001
------------- --------- --------- --------- --------- ---------
(unaudited)

Selected Per Share Data:

Net asset value, beginning of period...... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
--------- ------- ------- ------- ------- --------

Net income from investment operations..... 0.010 0.012 0.003 0.006 0.011 0.026

Less dividends from net investment
income................................... (0.010) (0.012) (0.003) (0.006) (0.011) (0.026)
--------- ------- ------- ------- ------- --------

Net asset value, end of period............ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
========= ======= ======= ======= ======= ========

Total Return.............................. 1.01%(1) 1.17% 0.35% 0.63% 1.15% 2.68%

Ratios to Average Net Assets:
Expenses (before expense offset).......... 0.61%(2) 0.62%(3) 0.61% 0.60% 0.60% 0.59%

Net investment income..................... 2.04%(2) 1.16% 0.35% 0.63% 1.14% 2.64%

Supplemental Data:
Net assets, end of period, in thousands... $1,073,494 $704,291 $687,800 $762,448 $762,656 $759,089
</Table>

- ---------------------

<Table>

(1) Not annualized.
(2) Annualized.
(3) Does not reflect the effect of expense offset of 0.01%.
</Table>

See Notes to Financial Statements
19

TRUSTEES

Michael Bozic
Charles A. Fiumefreddo
Edwin J. Garn
Wayne E. Hedien
James F. Higgins
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael E. Nugent
Fergus Reid

OFFICERS

Charles A. Fiumefreddo
Chairman of the Board

Ronald E. Robison
President and Principal Executive Officer

J. David Germany
Vice President

Dennis F. Shea
Vice President

Barry Fink
Vice President

Amy R. Doberman
Vice President

Carsten Otto
Chief Compliance Officer

Stefanie V. Chang
Vice President

Francis J. Smith
Treasurer and Chief Financial Officer

Thomas F. Caloia
Vice President

Mary E. Mullin
Secretary

TRANSFER AGENT

Morgan Stanley Trust
Harborside Financial Center, Plaza Two
Jersey City, New Jersey 07311

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Deloitte & Touche LLP
Two World Financial Center
New York, New York 10281

INVESTMENT ADVISER

Morgan Stanley Investment Advisors Inc.
1221 Avenue of the Americas
New York, New York 10020

The financial statements included herein have been taken from the records of the
Fund without examination by the independent auditors and accordingly they do not
express an opinion thereon.

This report is submitted for the general information of the shareholders of the
Fund. For more detailed information about the Fund, its fees and expenses and
other pertinent information, please read its Prospectus. The Fund's Statement of
Additional Information contains additional information about the Fund, including
its trustees. It is available, without charge, by calling (800) 869-NEWS.

This report is not authorized for distribution to prospective investors in the
Fund unless preceded or accompanied by an effective Prospectus. Read the
Prospectus carefully before investing.

Investments and services offered through Morgan Stanley DW Inc., member SIPC.
Morgan Stanley Distributors Inc., member NASD.

[MORGAN STANLEY LOGO]

MORGAN STANLEY FUNDS

Active Assets
California
Tax-Free Trust

Semiannual Report
December 31, 2005

[MORGAN STANLEY LOGO]

RA06-00096P-Y12/05

Item 2. Code of Ethics.

Not applicable for semiannual reports.

Item 3. Audit Committee Financial Expert.

Not applicable for semiannual reports.

Item 4. Principal Accountant Fees and Services

Not applicable for semiannual reports.

Item 5. Audit Committee of Listed Registrants.

Not applicable for semiannual reports.

Item 6.

Refer to Item 1.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End
Management Investment Companies.

Not applicable for semiannual reports.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Applicable only to reports filed by closed-end funds.

Item 9. Closed-End Fund Repurchases

Applicable to reports filed by closed-end funds.

Item 10. Submission of Matters to a Vote of Security Holders

Not applicable.

Item 11. Controls and Procedures

(a) The Fund's principal executive officer and principal financial officer have
concluded that the Fund's disclosure controls and procedures are sufficient to
ensure that information required to be disclosed by the Fund in this Form N-CSR
was recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's rules and forms, based
upon such officers' evaluation of these controls and procedures as of a date
within 90 days of the filing date of the report.

(b) There were no changes in the registrant's internal control over financial
reporting that occurred during the registrant's most recent fiscal half-year
(the registrant's second fiscal half-year in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting.

Item 12. Exhibits

(a) Code of Ethics - Not applicable for semiannual reports.

(b) A separate certification for each principal executive officer and principal
financial officer of the registrant are attached hereto as part of EX-99.CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

Active Assets California Tax-Free Trust

/s/ Ronald E. Robison
- -------------------------------------
Ronald E. Robison
Principal Executive Officer
February 9, 2006

Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed by the following
persons on behalf of the registrant and in the capacities and on the dates
indicated.

/s/ Ronald E. Robison
- -------------------------------------
Ronald E. Robison
Principal Executive Officer
February 9, 2006

/s/ Francis Smith
- -------------------------------------
Francis Smith
Principal Financial Officer
February 9, 2006