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 0-25603

MORGAN STANLEY CHARTER GRAHAM L.P.

(Exact name of registrant as specified in its charter)

Delaware 13-4018068
(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 CHARTER GRAHAM 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.......13-27

Item 3. Quantitative and Qualitative Disclosures about
Market Risk.........................................28-41

Item 4. Controls and Procedures................................41

PART II. OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and
Use of Proceeds....................................... 42

Item 5. Other Information......................................43

Item 6. Exhibits............................................43-45
</table>

<page> <table> PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

MORGAN STANLEY CHARTER GRAHAM 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 417,277,891 469,228,886

Net unrealized gain on open contracts (MS&Co.) 22,913,753 372,464
Net unrealized loss on open contracts (MSIL) (1,966,858) (132,550)

Total net unrealized gain on open contracts 20,946,895 239,914

Total Trading Equity 438,224,786 469,468,800

Subscriptions receivable 7,670,812 15,265,122
Interest receivable (Morgan Stanley DW) 1,002,688 778,963

Total Assets 446,898,286 485,512,885

LIABILITIES AND PARTNERS? CAPITAL

Liabilities

Redemptions payable 9,126,837 5,991,320
Accrued brokerage fees (Morgan Stanley DW) 2,164,413 2,336,127
Accrued management fees 692,613 747,560

Total Liabilities 11,983,863 9,075,007

Partners? Capital

Limited Partners (23,189,787.834 and
21,265,535.495 Units, respectively) 430,153,504 471,290,914
General Partner (256,663.501 and
232,240.705 Units, respectively) 4,760,919 5,146,964

Total Partners? Capital 434,914,423 476,437,878

Total Liabilities and Partners? Capital 446,898,286 485,512,885
NET ASSET VALUE PER UNIT 18.55 22.16
<fn>

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

<page> <table> MORGAN STANLEY CHARTER GRAHAM L.P.
STATEMENTS OF OPERATIONS
(Unaudited)

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

2005 2004 2005 2004
$ $ $ $
<s> <c> <c> <c> <c>
INVESTMENT INCOME
Interest income (Morgan Stanley DW) 2,893,610 772,620 5,450,125 1,453,357

EXPENSES
Brokerage fees (Morgan Stanley DW) 6,644,357 5,569,874 13,778,735 10,261,024
Management fees 2,126,196 1,782,360 4,409,197 3,283,527
Incentive fee ? ? ? 5,135,381

Total Expenses 8,770,553 7,352,234 18,187,932 18,679,932

NET INVESTMENT LOSS (5,876,943) (6,579,614) (12,737,807) (17,226,575)

TRADING RESULTS
Trading profit (loss):
Realized (41,679,888) (33,779,499) (87,518,160) (1,832,515)
Net change in unrealized 30,029,106 (27,858,070) 20,706,981 (24,552,101)

Total Trading Results (11,650,782) (61,637,569) (66,811,179) (26,384,616)

NET LOSS (17,527,725) (68,217,183) (79,548,986) (43,611,191)

NET LOSS ALLOCATION

Limited Partners (17,332,269) (67,465,988) (78,682,941) (43,129,470)
General Partner (195,456) (751,195) (866,045) (481,721)

NET LOSS PER UNIT

Limited Partners (0.76) (4.27) (3.61) (2.38)
General Partner (0.76) (4.27) (3.61) (2.38)

<fn>

The accompanying notes are an integral part
of these financial statements.
</table>
<page> <table> MORGAN STANLEY CHARTER GRAHAM 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 12,370,561.267 267,851,230 2,858,562 270,709,792

Offering of Units 6,341,192.110 137,095,802 1,550,000 138,645,802

Net Loss ? (43,129,470) (481,721) (43,611,191)

Redemptions (405,583.278) (8,747,235) ? (8,747,235)

Partners? Capital,
June 30, 2004 18,306,170.099 353,070,327 3,926,841 356,997,168

Partners? Capital,
December 31, 2004 21,497,776.200 471,290,914 5,146,964 476,437,878

Offering of Units 3,959,544.147 74,453,770 480,000 74,933,770

Net Loss ? (78,682,941) (866,045) (79,548,986)

Redemptions (2,010,869.012) (36,908,239) ? (36,908,239)

Partners? Capital,
June 30, 2005 23,446,451.335 430,153,504 4,760,919 434,914,423

<fn>

The accompanying notes are an integral part
of these financial statements.
</table>
<page> <table> MORGAN STANLEY CHARTER GRAHAM 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 (79,548,986) (43,611,191)
Noncash item included in net loss:
Net change in unrealized (20,706,981) 24,552,101

Increase in operating assets:
Interest receivable (Morgan Stanley DW) (223,725) (87,259)

Increase (decrease) in operating liabilities:
Accrued brokerage fees (Morgan Stanley DW) (171,714) 587,042
Accrued management fees (54,947) 187,853

Net cash used for operating activities (100,706,353) (18,371,454)

CASH FLOWS FROM FINANCING ACTIVITIES

Cash received from offering of Units 82,528,080 133,436,518

Cash paid from redemptions of Units (33,772,722) (10,646,373)

Net cash provided by financing activities 48,755,358 122,790,145

Net increase (decrease) in cash (51,950,995) 104,418,691

Balance at beginning of period 469,228,886 245,088,422

Balance at end of period 417,277,891 349,507,113

<fn>

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

</table>

<page> MORGAN STANLEY CHARTER GRAHAM 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 Charter Graham 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 Charter Graham L.P. is a Delaware limited
partnership organized in 1998 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 Charter
Series of funds, comprised of the Partnership, Morgan Stanley
Charter Campbell L.P., Morgan Stanley Charter Millburn L.P., and
Morgan Stanley Charter MSFCM L.P.
<page> MORGAN STANLEY CHARTER GRAHAM L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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. Graham Capital Management, L.P. (the ?Trading
Advisor?) is the trading advisor to the Partnership.

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 100% of its average
daily funds held at Morgan Stanley DW at a rate equal to that
earned by Morgan Stanley DW on its U.S. Treasury bill investments.
In addition, Morgan Stanley DW pays interest received from MS & Co.
and MSIL with respect to such Partnership?s assets deposited as
margin. The Partnership pays brokerage fees to Morgan Stanley DW.

Effective July 1, 2005, the monthly brokerage fee, payable by the
Partnership to Morgan Stanley DW, will be reduced to a flat-

<page> MORGAN STANLEY CHARTER GRAHAM L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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 6.25% of the Partnership?s Net Assets as of the first
day of each month (a 6.25% 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.

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

<page> MORGAN STANLEY CHARTER GRAHAM L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

contract could not have been liquidated on such day due to the
operation of daily limits or other rules of the exchange, the
settlement price shall be the settlement price on the first
subsequent day on which the contract could be liquidated. The
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 CHARTER GRAHAM 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 (losses) 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/(Losses)
on Open Contracts Longest Maturities

Exchange- Off-Exchange- Exchange- Off-Exchange-
Date Traded Traded Total Traded Traded
$ $ $

Jun. 30, 2005 12,382,833 8,564,062 20,946,895 Dec. 2006 Sep. 2005
Dec. 31, 2004 7,966,178 (7,726,264) 239,914 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

<page> MORGAN STANLEY CHARTER GRAHAM L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

contracts are marked to market on a daily basis, with variations
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 $429,660,724
and $477,195,064 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

<page> MORGAN STANLEY CHARTER GRAHAM L.P.
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)

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., 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 the 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 trading.
These market conditions could prevent the Partnership from promptly
<page> 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
possible to estimate the amount, and therefore the impact, of
future inflows and outflows of Units.
<page>
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 Advisor
and the ability of the Trading Advisor?s trading programs 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
Advisor trades in various markets at different times and that prior
activity in a particular market does not mean that such market will
be actively traded by the Trading Advisor or will be profitable in
the future. Consequently, the results of operations of the
Partnership are difficult to discuss other than in the context of
the Trading Advisor?s trading activities on behalf of the
<page> 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 $(8,757,172) and expenses totaling $8,770,553,
resulting in a net loss of $17,527,725 for the three months ended
June 30, 2005. The Partnership?s net asset value per Unit
decreased from $19.31 at March 31, 2005 to $18.55 at June 30,
2005.

The most significant trading losses of approximately 3.9% were
recorded in the global stock index futures markets, primarily
during April from long positions in Japanese and European stock
index futures as global equity prices declined sharply towards
the beginning of the month on concerns for economic growth.
Consistently weak economic data out of Japan, Germany, and
France, as well as weaker-than-expected U.S. Gross Domestic
Product data, resulted in prices continuing their decline
throughout the second half of April, resulting in additional
losses from long positions. Additional losses of approximately
3.9% were incurred in the energy markets during April from long
futures positions in crude oil and its related products as prices
reversed lower after as U.S. government data pointed to greater
<page> production activity by refiners and rising supplies.
Prices were also pressured lower by the release of slower demand
growth forecasts by the International Energy Agency. Elsewhere
in the energy sector, losses resulted from long positions in
natural gas as prices declined in tandem with crude oil prices.
During June, losses were incurred early in the month from short
positions in natural gas futures as prices reversed higher on
supply worries after a tropical storm entered the Gulf of Mexico.
Additionally, losses were experienced from short positions in
crude oil futures early in the month as prices increased due to
news of weak supply from the Energy Information Administration.
In the metals markets, Partnership losses of approximately 1.9%
were recorded primarily during April from long positions in
aluminum, copper, and zinc as prices fell due to news of an
increase in supply and fears that a slowing global economy will
weaken demand. Further losses were experienced during June from
both long and short positions in gold futures amid significant
volatility in market prices. Smaller losses of approximately
0.8% were incurred in the agricultural complex, from long
positions in cotton futures during May as prices declined on news
of weak demand in China, and technically-based selling.
Elsewhere in the agricultural markets losses were incurred during
May and June from long positions in coffee futures as prices
decreased after the International Coffee Organization stated that
supplies are currently sufficient to meet world demand. A
portion of the Partnerships losses for the quarter were offset by
<page> gains of approximately 6.0% in the global interest rate
futures markets during April from long positions in the European
bond futures as prices increased amid a steady stream of weak
economic data from the major countries of the European Union.
Additional gains were recorded during May from long positions in
European interest rate futures as prices increased early in the
month as investors sought the safe-haven of fixed-income
investments due to speculation that several hedge funds may have
experienced significant losses. Prices then continued to
strengthen after European Central Bank representatives publicly
rejected calls for increases in European interest rates and after
French voters rejected the European Union constitution. In June,
gains were recorded from long positions in European interest rate
futures as prices moved higher throughout the month due to
European Central Bank officials? decision to keep key interest
rates unchanged. Later in the month, long positions in European
interest rate futures experienced further gains as prices
continued to move higher after the Swedish Central Bank made a
sharper cut in interest rates than had been expected. In the
currency markets, gains of approximately 2.4% were recorded
during May and June from short positions in the euro, Swiss
franc, and Japanese yen as the value of the U.S. dollar moved
steadily higher after China downplayed rumors of a move toward a
flexible exchange rate, the rejection of the European Union
constitution by French voters, data indicating a slowing in the
<page> euro-zone and Japanese economies, and the ninth
consecutive quarter-point interest rate hike by the U.S. Federal
Reserve.

The Partnership recorded total trading results including interest
income totaling $(61,361,054) and expenses totaling $18,187,932,
resulting in a net loss of $79,548,986 for the six months ended
June 30, 2005. The Partnership?s net asset value per Unit
decreased from $22.16 at December 31, 2004 to $18.55 at June 30,
2005.

The most significant trading losses of approximately 5.8% were
recorded in the global stock index futures markets during January
from long positions in U.S. equity index futures as prices
finished the month lower amid weak consumer confidence data,
concerns regarding U.S. interest rate policy and the potential
for corporate profit growth to slow down. Then in March, losses
were experienced from long positions in U.S. and Pacific Rim
stock index futures after equity prices moved lower early in the
month amid concerns about the growing U.S. trade deficit,
weakness in the U.S. dollar, inflation fears, and a surge in
crude oil prices. In April, losses were incurred from long
positions in Japanese stock index futures as prices declined
sharply towards the beginning of the month on concerns for
economic growth. Consistently weak economic data out of Japan,
Germany, and France, as well as weaker-than-expected U.S. Gross
Domestic Product data, resulted in prices continuing their
<page> decline throughout the second half of April, resulting in
additional losses from long positions. Losses of approximately
4.6% were incurred in the currency markets from positions in the
euro relative to the Japanese yen, the U.S. dollar, and the
British pound. During January long positions in the euro versus
most its rivals incurred losses as the value of the euro reversed
sharply lower in what many analysts described as a ?corrective?
move after its strong upward trend during the fourth quarter of
2004. This decline in the value of the euro was attributed to
weak economic data out of the European Union. Further losses
were recorded during January from positions in the euro against
the Japanese yen and the British pound as the value of the euro
moved erratically against these currencies. Elsewhere in the
currency markets, losses resulted from positions in the South
African rand, New Zealand dollar, and the Australian dollar
relative to the U.S. dollar primarily during January, as the
value of the U.S. dollar moved erratically amid speculation that
U.S. interest rates were likely to continue to rise and fears
that the re-evaluation of the Chinese yuan was farther away than
expected. In the energy markets, losses of approximately 4.3%
were incurred during January from short positions in crude oil as
prices moved higher amid speculation that OPEC would move to cut
production. Prices were also strengthened by forecasts for cold
winter weather in the Northeastern U.S. During April, long
positions in crude oil resulted in additional losses as prices
reversed sharply lower after the U.S. government data pointed to
<page> greater production activity by refiners and rising
supplies. Prices were also pressured lower by the release of
slower demand growth forecasts by the International Energy
Agency. Elsewhere in the energy sector, losses resulted from
long positions in natural gas as prices dropped throughout the
month in tandem with crude oil prices. Additional losses in the
energy markets were experienced during June from short positions
in natural gas futures as prices reversed higher on supply.
Losses were experienced from short positions in crude oil futures
early in the month as prices increased due to news of weak supply
from the Energy Information Administration. Additional losses of
approximately 1.4% were incurred in the agricultural complex
primarily during April from long futures positions in wheat as
prices fell in response to favorable weather in growing regions,
improved crop conditions, and reduced foreign demand. Smaller
agricultural losses were incurred from long positions in cotton
futures during May as prices declined on news of weak demand in
China and technically-based selling. Losses of approximately
1.3% were recorded in the metals markets, primarily during
January and April from long positions in aluminum futures as
prices weakened on renewed strength in the U.S. dollar, lower
equity prices and news of a drop in Chinese demand. Further
losses were experienced during April and June from both long and
short positions in gold futures amid significant volatility in
market prices. A portion of these losses for the first six
months of the year was offset by gains of approximately 3.0%
<page> recorded in the global interest rate futures markets,
during January from long positions in European bond futures as
prices moved higher due to conflicting economic data out of the
European Union and uncertainty in the equity markets. During
May, further gains were recorded from long positions in European
interest rate futures as prices increased early in the month as
investors sought the safe-haven of fixed-income investments due
to speculation that several hedge funds may have experienced
significant losses. Prices then continued to strengthen after
European Central Bank representatives publicly rejected calls for
increases in European interest rates and French voters rejected
the European Union constitution. In June, gains were recorded
from long positions in European interest rate futures as prices
trended higher throughout the month due to European Central Bank
officials? decision to keep key interest rates unchanged and the
release of weak economic data. Later in the month, long
positions in European interest rate futures experienced further
gains as prices continued to move higher after the Swedish
Central Bank made a sharper cut in interest rates than had been
expected.

For the Three and Six Months Ended June 30, 2004
The Partnership recorded total trading results including
interest income totaling $(60,864,949) and expenses totaling
$7,352,234, resulting in a net loss of $68,217,183 for the three
months ended June 30, 2004. The Partnership?s net asset value
<page> per Unit decreased from $23.77 at March 31, 2004 to $19.50
at June 30, 2004.

The most significant trading losses of approximately 9.5% were
generated in the global interest rate futures markets primarily
during April from long U.S. and European interest rate futures
positions as prices tumbled following the release of stronger-
than-expected U.S. jobs data. Additional losses were incurred
during June from short positions in these markets as prices
reversed higher on weaker-than-expected U.S. economic reports and
the likelihood that the U.S. Federal Reserve would move slowly in
raising interest rates. In the currency markets, losses of
approximately 3.6% were experienced from positions in the
Japanese yen versus the U.S. dollar and the euro. These losses
were experienced throughout the quarter from both long and short
positions in the Japanese yen relative to both currencies as the
value of the yen experienced significant short-term price
volatility due to conflicting economic data regarding a Japanese
economic recovery, uncertainty regarding a currency market
intervention by the Bank of Japan, geopolitical concerns stemming
from terror warnings and instability in Iraq, and uncertainty
regarding the direction of the U.S. and Japanese interest rates.
Elsewhere in the currency markets, losses were recorded from
short positions in the Canadian dollar against the U.S. dollar
and the euro during June as the Canadian dollar rose on
expectations that the Bank of Canada would follow the U.S.
<page> Federal Reserve in raising interest rates. Further losses
of approximately 2.9% were generated in the global stock indices.
During April and early May, long positions in Pacific Rim equity
index futures resulted in losses as global equity prices declined
in response to geopolitical factors relating to Iraq, expanding
energy prices and concerns of higher interest rates. In the
metals markets, losses of approximately 0.8% were experienced
from short positions in nickel futures during May as base metals
prices strengthened due to a weak U.S. dollar, fears of potential
terrorist attacks, and news of strong demand continuing from
Asia. Smaller losses in the metals markets were recorded during
April from long futures positions in gold as precious metals
prices weakened due to strength in the U.S. dollar.

The Partnership recorded total trading results including interest
income totaling $(24,931,259) and expenses totaling $18,679,932,
resulting in a net loss of $43,611,191 for the six months ended
June 30, 2004. The Partnership?s net asset value per Unit
decreased from $21.88 at December 31, 2003 to $19.50 at June 30,
2004.

The most significant trading losses of approximately 5.9% were
experienced in the currency markets from positions in the
Japanese yen versus the U.S. dollar and the euro. These losses
were experienced throughout the year from both long and short
positions in the Japanese yen relative to both currencies as the
<page> value of the yen experienced significant short-term price
volatility due to conflicting economic data regarding a Japanese
economic recovery, uncertainty regarding a currency market
intervention by the Bank of Japan, geopolitical concerns stemming
from terror warnings and instability in Iraq, and uncertainty
regarding the direction of the U.S. and Japanese interest rates.
During June, losses were recorded from short positions in the
Canadian dollar against the U.S. dollar as the Canadian dollar
rose on expectations that the Bank of Canada would follow the
U.S. Federal Reserve in raising interest rates. Additional
losses were incurred from positions in the euro and South African
rand relative to the U.S. dollar as these currencies moved
without consistent direction throughout a majority of the year.
Additional losses of approximately 2.2% were generated in the
global interest rate futures markets primarily during April from
long U.S. and European interest rate futures positions as prices
tumbled following the release of stronger-than-expected U.S. jobs
data. Additional losses were incurred during June from short
positions in these markets as prices reversed higher on weaker-
than-expected U.S. economic reports and the likelihood that the
U.S. Federal Reserve would move slowly in raising interest rates.
Within the global stock index futures markets, losses of
approximately 1.3% were generated during April and early May,
from long positions in Pacific Rim equity index futures as prices
declined in response to geopolitical factors relating to Iraq,
expanding energy prices and concerns of higher interest rates.
<page> Additional losses were incurred during March from long
positions in European and Pacific Rim stock indices as prices
dropped due to terror attacks in Madrid, worse than expected
German industrial production and weak business confidence data.
A portion of the Partnership?s overall losses was offset by gains
of approximately 2.1% in the energy markets during February,
April and May from long positions in crude oil futures as prices
trended higher amid fears of potential terrorist attacks against
Saudi Arabian oil facilities and disruptions in Iraqi oil
production, falling inventory levels, and uncertainty regarding
production levels from OPEC. Additional gains of approximately
1.0% were experienced during the first quarter from long futures
positions in copper as industrial metals prices trended higher in
response to greater demand from Asia driven by a declining U.S.
dollar. Smaller gains of approximately 0.7% were recorded in the
agricultural markets from long futures positions in corn as
growing U.S. exports and strong demand pushed prices higher
during the first quarter. Additional gains were experienced in
June from short positions in cotton futures as prices decreased
amid technically-based selling, increased supply, and light
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 the
Partnership accounts with the counterparty, which is accomplished
<page> 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? section and significantly exceed the Value at Risk
(?VaR?) tables disclosed.
<page> 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 Advisor 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
value of a trading portfolio. The VaR model takes into account
linear exposures to risks including equity and commodity prices,
<page> 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 this 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 Advisor 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 $435 million and $357 million, respectively.

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

Interest Rate (5.24)% (1.58)%
Equity (3.72) (0.62)
Currency (3.57) (0.68)
Commodity (0.23) (0.34)
Aggregate Value at Risk (5.39)% (1.92)%

The VaR for a market category represents the one-day downside risk
for the aggregate exposures associated with this market category.
<page> The Aggregate Value at Risk listed above represents the VaR
of the 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
Interest Rate (5.72)% (1.12)% (3.47)%

Equity (5.24) (0.58) (3.45)

Currency (3.57) (0.45) (1.69)

Commodity (1.38) (0.23) (0.82)

Aggregate Value at Risk (5.80)% (4.94)% (5.37)%

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 88% 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
<page> associated potential losses, taking into account the
leverage, 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 Advisor for managing such exposures, are
subject to numerous uncertainties, contingencies and risks, any
one of which could cause the actual results of the Partnership?s
risk controls to differ materially from the objectives of such
strategies. Government interventions, defaults and
expropriations, illiquid markets, the emergence of dominant
fundamental factors, political upheavals, changes in historical
price relationships, an influx of new market participants,
increased regulation, and many other factors could result in
material losses, as well as in material changes to the risk
exposures and the risk management strategies of the Partnership.
<page> Investors must be prepared to lose all or substantially
all of their investment in the Partnership.

The following were the primary trading risk exposures of the
Partnership at June 30, 2005, by market sector. It may be
anticipated, however, that these market exposures will vary
materially over time.
Interest Rate. The primary market exposure of the Partnership at
June 30, 2005 was to the global interest rate sector. Exposure
was primarily spread across the U.S., European, 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 movements in one
country, as well as relative interest rate movements between
countries, materially impact the Partnership?s profitability. The
Partnership?s interest rate exposure is generally to interest
rate fluctuations in the U.S. and the other G-7 countries. The
G-7 countries consist of France, the U.S., Britain, Germany,
Japan, Italy, and Canada. However, the Partnership also takes
futures positions in the government debt of smaller nations -
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
<page> short, medium, or long-term interest rates may have an
effect on the Partnership.

Equity. The second largest market exposure of the Partnership at
June 30, 2005 was to the global stock index sector, primarily to
equity price risk in the G-7 countries. The stock index futures
traded by the Partnership are by law limited to futures on
broadly-based indices. The Partnership?s primary market exposure
was to the DAX (Germany), CAC 40 (France), Euro Stoxx 50
(Europe), IBEX 35 (Spain), FTSE 100 (United Kingdom), S&P 500
(U.S.), NASDAQ 100 (U.S.), Hang Seng (China), Dow Jones (U.S.),
and TOPIX (Japan) stock indices. The Partnership is exposed to
the risk of adverse price trends or static markets in the
European, the U.S., Chinese, and Japanese 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.

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 number of
currencies, including cross-rates - i.e., positions between two
<page> currencies other than the U.S. dollar. At June 30, 2005,
the Partnership?s major exposures were to the euro, Canadian
dollar, Australian dollar, Japanese yen, Swiss franc, and British
pound currency crosses, as well as to outright U.S. dollar
positions. Outright positions consist of the U.S. dollar vs.
other currencies. These other currencies include major and minor
currencies. Demeter does not anticipate that the risk associated
with the Partnership?s currency trades will change significantly
in the future.

Commodity.
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 soybean
meal, wheat, lean hogs, coffee, and cocoa markets. Supply
and demand inequalities, severe weather disruptions, and
market expectations affect price movements in these markets.

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.
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
<page> in the past, are expected to continue to be
experienced in the future.

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, and nickel. Economic forces,
supply and demand inequalities, geopolitical factors, and
market expectations influence price movements in these
markets. The Trading Advisor utilizes the trading system(s)
to take positions when market opportunities develop, and
Demeter anticipates that the Partnership will continue to do
so.

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

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

<page> Qualitative Disclosures Regarding Means of Managing Risk
Exposure
The Partnership and the Trading Advisor, separately, attempt to
manage the risk of the Partnership?s open positions in essentially
the same manner in all market categories traded. Demeter attempts
to manage market exposure by diversifying the Partnership?s assets
among different market sectors and trading approaches, and by
monitoring the performance of the Trading Advisor daily. In
addition, the Trading Advisor establishes diversification
guidelines, often set in terms of the maximum margin to be
committed to positions in any one market sector or market-sensitive
instrument.

Demeter monitors and controls the risk of the Partnership?s non-
trading instrument, cash. Cash is the only Partnership
investment directed by Demeter, rather than the Trading Advisor.

Item 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 3,000,000.000 November 6, 1998 333-60115
Additional Registration 6,000,000.000 March 27, 2000 333-91563
Additional Registration 2,000,000.000 July 29, 2002 333-85076
Additional Registration 9,000,000.000 February 26, 2003 333-103166
Additional Registration 30,000,000.000 April 28, 2004 333-113876
Total Units Registered 50,000,000.000

Units sold through 6/30/05 28,894,236.984
Units unsold through 6/30/05 21,105,763.016

The managing underwriter for the Partnership is Morgan Stanley
DW.

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
$537,454,247.

Since no expenses are chargeable against the 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 <page>
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, as amended, on April 29, 2005.
3.02 Certificate of Limited Partnership, dated July 15, 1998,
is incorporated by reference to Exhibit 3.02 of the
Partnership?s Registration Statement on Form S-1 (File No.
333-60115) filed with the Securities and Exchange
Commission on July 29, 1998.
3.03 Certificate of Amendment of Certificate of Limited
Partnership, dated November 1, 2001 (changing its name
from Morgan Stanley Dean Witter Charter Graham L.P.), is
incorporated by reference to Exhibit 3.01 of the
Partnership?s Form 8-K (File No. 0-25603) filed with the
Securities and Exchange Commission on November 6, 2001.
10.02 Management Agreement, dated as of November 6, 1998, among
the Partnership, Demeter and Graham Capital Management,
L.P. is incorporated by reference to Exhibit 10.01 of the
Partnership?s Quarterly Report on Form 10-Q (File No. 0-
25603) filed with the Securities and Exchange Commission
on May 17, 1999.

<page>
10.03 Form of Subscription and Exchange Agreement and Power of
Attorney to be executed by each purchaser 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, as amended, on
April 29, 2005.
10.04 Amended and Restated Escrow Agreement, dated as of August
31, 2002, among the Partnership, Morgan Stanley Charter
Millburn L.P., Morgan Stanley Charter Welton L.P., Morgan
Stanley Charter MSFCM L.P., Morgan Stanley DW, and JP
Morgan Chase Bank is incorporated by reference to Exhibit
10.04 of the Partnership?s Registration Statement on Form
S?1 (File No. 333-103166) filed with the Securities and
Exchange Commission on February 13, 2003.
10.05 Amended and Restated Customer Agreement between the
Partnership and Morgan Stanley DW, dated as of November
13, 2000, is incorporated by reference to Exhibit 10.01 of
the Partnership?s Form 8-K (File No. 0-25603) filed with
the Securities and Exchange Commission on November 6,
2001.
10.05(a) Form of Amendment No. 1 to the Amended and Restated
Customer Agreement between the Partnership and Morgan
Stanley DW Inc. is incorporated by reference to Exhibit
10.05(a) of the Partnership?s Post-Effective Amendment No.
2 to the Registration Statement No. 333-113876 filed with
the Securities and Exchange Commission on March 31, 2005.
10.05(b) Amendment No. 2 to the Amended and Restated Customer
Agreement between the Partnership and Morgan Stanley DW
Inc., dated July 1, 2005, is filed herewith.
10.06 Commodity Futures Customer Agreement between MS & Co. and
the Partnership, and acknowledged and agreed to by Morgan
Stanley DW, dated as of November 6, 2000, is incorporated
by reference to Exhibit 10.02 of the Partnership?s Form 8-
K (File No. 0-25603) filed with the Securities and
Exchange Commission on November 6, 2001.
10.07 Customer Agreement between the Partnership and MSIL, dated
as of November 6, 2000, is incorporated by reference to
Exhibit 10.04 of the Partnership?s Form 8-K (File No. 0-
25603) filed with the Securities and Exchange Commission
on November 6, 2001.

<page>
10.08 Foreign Exchange and Options Master Agreement between MS &
Co. and the Partnership, dated as of August 30, 1999, is
incorporated by reference to Exhibit 10.05 of the
Partnership?s Form 8-K (File No. 0-25603) filed with the
Securities and Exchange Commission on November 6, 2001.
10.09 Form of Subscription Agreement Update Form 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, as amended, on April 29, 2005.
10.10 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. 0-25603) filed
with the Securities and Exchange Commission on November 6,
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 Charter Graham 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.