MORGAN STANLEY TANGIBLE ASSET FUND L P, 424B3, 1997-11-20

MORGAN STANLEY TANGIBLE ASSET FUND L P
424B3, 1997-11-20
COMMODITY CONTRACTS BROKERS & DEALERS

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                                             As Filed Pursuant to Rule 424(b)(3)
                                                      Registration No. 333-33975
 
                    MORGAN STANLEY TANGIBLE ASSET FUND L.P.
              SUPPLEMENT TO PROSPECTUS DATED NOVEMBER 10, 1997 AND
           SUBSCRIPTION AND EXCHANGE AGREEMENT AND POWER OF ATTORNEY
                FOR DISTRIBUTION SOLELY IN THE STATE OF MISSOURI
 
 1. Updating the information under "State Clearances" on page 2 of the
    Subscription and Exchange Agreement and Power of Attorney (the "Subscription
    Agreement"), the form of which is included as Exhibit B to the Prospectus,
    please be advised that the Units have now been registered for sale in
    Missouri.
 
 2. Supplementing "State Suitability Requirements" on pages 5 and 6 of the
    Subscription Agreement, Missouri residents hereby represent and warrant that
    they meet the following special suitability requirements:
 
    MISSOURI:  (a) $225,000 NW, or (b) $60,000 NW and $60,000 AI.
 
November 19, 1997