MORGAN STANLEY TANGIBLE ASSET FUND L P
424B3, 1998-07-31
COMMODITY CONTRACTS BROKERS & DEALERS
Previous: NATIONSCREDIT GRANTOR TRUST 1997-2, 8-K, 1998-07-31
Next: PETROFINA, 8-A12B, 1998-07-31



Morgan Stanley Tangible Asset  Fund L.P.

June 1998
Monthly Report

Morgan Stanley Tangible Asset Fund L.P.
Historical Fund Performance

Presented below is the percentage change in Net Asset Value
per Unit from the start of each calendar year the Fund has
traded.  Also provided is the inception-to-date return for
the Fund.  PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF
FUTURE RESULTS.

     Year           Return
     1998 (6 months)                     -16.1%

Inception-to-Date Return:                     -16.1%






































<PAGE>
Demeter Management Corporation
Two World Trade Center, 62nd Floor
New York, NY  10048
Telephone (212) 392-8899

Morgan Stanley Tangible Asset Fund L.P.
Monthly Report
June 1998

Dear Limited Partner:

This report summarizes the performance and trading activity
for the Morgan Stanley Tangible Asset Fund L.P. during June.
The Net Asset Value per Unit as of June 30, 1998 was $8.39,
down 3.23% for the month.

Should you have any questions concerning this report, please
feel free to contact Demeter Management Corporation at Two
World Trade Center, 62nd Floor, New York, NY 10048, or your
Dean Witter Financial Advisors.

I hereby affirm, that to the best of my knowledge and
belief, the information contained in this report is accurate
and complete.  Past performance is not a guarantee of future
results.

Sincerely,

Mark J. Hawley
President
Demeter Management Corporation
General Partner

























<PAGE>
Morgan Stanley Tangible Asset Fund L.P.
Monthly Report of the Trading Manager
June 1998

The  abundant  U.S.  (and  global)  crude  oil  and  product
inventories  continued  to pressure the  energy  markets  in
June,  despite announcements during the month of  additional
production cuts to be made under the combined effort of both
OPEC  members and certain non-OPEC producers.   While  these
pledges aim to restore the global supply and demand balance,
the market has remained skeptical as it awaits further signs
that  such  cuts will be honored and will be  sufficient  to
absorb  the current over-supply.  These production cutbacks,
scheduled to have begun on July 1, combined with the  robust
seasonal  demand  for gasoline, could provide  an  improving
fundamental situation for energy in the second half  of  the
year.

While  the underlying market structure that drives the price
of  petroleum  tends  to  be more complex  than  many  other
traditional  commodity markets, the most recent  actions  by
the world's key producers highlights the power of supply and
demand dynamics in response to the economic implications  of
its   pricing   mechanism.   Low  prices   have   begun   to
significantly  impair  the  economic  health  of  many  oil-
exporting  countries,  particularly  in  the  Middle   East.
Kuwait, which prior to the Gulf War was regarded by many  as
one  of  the  richest  nations in the  world,  has  recently
projected  a budget deficit of $6.6 billion in the 1998/1999
fiscal  year  as  a  result of lower  oil  prices;  Kuwait's
expectation  at  the  start of the year  was  for  a  budget
surplus.   Iran is experiencing food shortages and political
unrest as a result of the oil price collapse.  According  to
Morgan  Stanley Dean Witter's Equity Research Global  Energy
Group,

     OPEC's  collective  current  account  will  be  in
     deficit  by  an estimated $50 billion, before  any
     spending  cuts, which compares with a $10  billion
     surplus in 1997.  This compares with a $60 billion
     deficit during the Gulf War in 1991, which created
     significant   social,  economic,   and   political
     concerns  throughout the cartel.  These conditions
     are typically only remedied by the decisive action
     of the leaders of government to execute the needed
     production cuts.

Non-OPEC  oil  producing nations such as Argentina,  Mexico,
Norway and Russia are experiencing severe revenue cuts which
threaten  their  economic health.  The  market  has  created
clear  incentives for producers to take the necessary  steps
to increase the price of crude oil.

Other  markets  were  mixed for the month  of  June.   Grain
prices  generally  moved higher over weather  concerns  that
challenged the USDA's optimistic projections for  1998  U.S.
production,  while base metals continued to  move  lower  as
Asia's problems refused to dissipate.

We  appreciate  your  continued  investment  in  the  Morgan
Stanley Tangible Asset Fund L.P., particularly through  this
period  of  difficult  performance.  While  these  difficult
conditions  may  continue  over the  short-term,  we  firmly
believe that commodities will continue to provide the  long-
term   risk/return  profile  and  portfolio  diversification
benefits that they have historically provided.

Morgan Stanley Commodities Management Inc.

Note:  Investors  are cautioned that past  results  are  not
necessarily indicative of futures results








<PAGE>
<TABLE>
Morgan Stanley Tangible Asset Fund L.P.
Statement of Operations
For the Month Ended June 30, 1998
(Unaudited)
<CAPTION>
                                     Percent of May 31, 1998
                         Amount      Net Asset Value
                         $           %
REVENUES
<S>                                  <C>          <C>
Trading Profit (Loss):
  Realized               (1,472,136)  (4.16)
  Net change in unrealized               422,840    1.19

  Total Trading Results  (1,049,296)  (2.97)
Interest Income (MS & Co.)               115,741      .33

  Total Revenues           (933,555)  (2.64)

EXPENSES
Brokerage fee (MS & Co. and MSIL)        107,741      .30
Management fee (MSCM)          73,795                 .21
Service fee (Demeter)          29,518                 .08

  Total Expenses             211,054     .59

NET LOSS                 (1,144,609)  (3.23)



</TABLE>





















<PAGE>
<TABLE>
Statement of Changes in Net Asset Value
For the Month Ended June 30, 1998
(Unaudited)
<CAPTION>
Percent of
May 31, 1998
                         Amount      Per Unit
Net Asset Value
                         $           $
$
<S>                      <C>         <C>          <C>
Net Asset Value,
May 31, 1998
(4,085,156.284 Units)    35,421,681  8.67
100.00

Net Loss                  (1,144,609)             (.28)
(3.23)

Redemptions
(22,663.874 Units)            (190,150)           8.39
(.54)

Net Asset Value,
June 30, 1998
(4,062,492.410 Units)    34,086,922  8.39
96.23


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

Morgan Stanley Tangible Asset Fund L.P.
Notes to Financial Statements
(Unaudited)

1.  Summary of Significant Accounting Policies

Organization -  Morgan Stanley Tangible Asset Fund L.P. (the
"Partnership") is a limited partnership organized to engage
primarily in speculative trading of futures contracts in
metals, energy and agricultural markets.  The general
partner for the Partnership is Demeter Management
Corporation ("Demeter").  The commodity brokers are Morgan
Stanley & Co. Incorporated ("MS & Co.") and Morgan Stanley &
Co. International Limited ("MSIL"), (collectively, the
"Commodity Brokers").  The trading advisor is Morgan Stanley
Commodities Management, Inc. ("MSCM").  MSCM, the Commodity
Brokers and Demeter are wholly-owned subsidiaries of Morgan
Stanley Dean Witter & Co.("MSDW").

Demeter is required to maintain a 1% minimum interest in the
equity of the Partnership and income (losses) are shared by
the General and Limited Partners based upon their
proportional ownership interests.

Basis of Accounting -  The preparation of financial
statements in conformity with generally accepted accounting
principles requires management to make estimates and
assumptions that affect the reported amounts in the
financial statements.

Revenue Recognition  -  MS & Co. will credit the Partnership
at each month-end with interest income as if 80% of the
Partnership's average daily Net Assets for the month were
invested at a rate based on U.S. Treasury Bills. For purpose
of such interest payments, Net Assets do not include monies
due to the Partnership on or with respect to futures
interests but not actually received.

Net Income (Loss) per Unit - Net income (loss) per Unit is
computed using the weighted average number of units
outstanding during the period.

Brokerage and Related Transaction Fees and Costs -
Brokerage fees are accrued at a monthly rate of 1/12 of
3.65% of the Net Assets, as defined, as of the first day of
each month (a 3.65% annual rate).  Such fees are for all
costs of executing trades by the Partnership, including
exchange fees, clearing house fees, NFA fees, "give-ups" or
transfer fees and any costs associated with taking delivery
of commodities.

Service Fee - The Partnership will pay Demeter a monthly
service fee equal to 1/12 of 1% per month (a 1% annual rate)
of the Partnership's Net Assets, as defined, as of the first
day of each month.

Operating Expenses - The Partnership incurs monthly
management fees and may incur incentive fees as described in
Note 2.  All administrative expenses are borne by Demeter.

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

Distributions - Distributions, other than on redemption of
Units, are made on a pro-rata basis at the sole discretion
of Demeter.  No distributions have been made to date.

Offering of Units - The Partnership, Demeter, MSCM and Dean
Witter Reynolds, Inc. ("DWR") have now agreed to extend the
Offering Period for those Units already registered with the
SEC but still unsold, until no later than October 16, 1998.
Subject to approval, the Units remaining unsold are being
offered to the public at a price equal to 100% of the Net
Asset Value as of the close of business on the last day of
the month, immediately preceding the closings currently
scheduled to be held on August 3, 1998 and September 1,
1998.
<PAGE>
Morgan Stanley Tangible Asset Fund L.P.
Notes to Financial Statements-(Continued)

Redemptions - Limited Partners may redeem some or all of
their Units at 100% of the Net Asset Value Per Unit
effective as of the last day of the sixth month following
the closing at which  a person first becomes a Limited
Partner, upon five business days advance notice by
redemption form to Demeter.  Thereafter, Units may be
redeemed as of the end of any month upon five business days
advance notice by redemption form to Demeter.  However, any
Units redeemed at or prior to the last day of the eleventh
month after such Units were purchased will be subject to a
redemption charge equal to 2% of the Net Asset Value of a
Unit on the date of such redemption.  Units redeemed after
the last day of the eleventh month and on or prior to the
last day of the twenty-fourth month after which such Units
were purchased will be subject to a redemption charge equal
to 1% of the Net Asset Value per Unit on the date of such
redemption.  Units redeemed after the last day of the twenty-
fourth month after which such Units were purchased will not
be subject to a redemption charge.  Limited Partners who
obtained their units via an exchange from another DWR-
sponsored commodity pool are not subject to the six month
holding period or the redemption charges.

Dissolution of the Partnership - The Partnership will
terminate on December 31, 2027 or at an earlier date if
certain conditions occur as defined in the Partnership's
Limited Partnership Agreement.

2.  Related Party Transactions

The Partnership pays brokerage commissions to the Commodity
Brokers and a service fee to Demeter as described in Note 1.
The Partnership's cash is on deposit with MS & Co. and MSIL
in commodity trading accounts to meet margin requirements as
needed.  MS & Co. pays interest on these funds as described
in Note 1.

Compensation to the Trading Advisor by the Partnership
consists of a management fee and an incentive fee as
follows:

Management Fee - The management fee is accrued at the rate
of 5/24 of 1% of the Net Assets on the first day of each
month (a 2.5% annual rate).

Incentive Fee - The Partnership will pay an annual incentive
fee equal to 20% of the "Trading Profits" as defined as of
the end of each calendar year.  Such incentive fee is
accrued in each month in which  "Trading Profits" occur.  In
those months in which "Trading Profits" are negative,
previous accruals, if any, during the incentive period will
be reduced. Any accrued incentive fees with respect to Units
redeemed at the end of a month that is not the end of a
calendar year will be deducted and paid to the Trading
Advisor at the time of such redemption.

3.  Legal Matters

On September 6, 10, and 20, 1996 and on March 13, 1997,
similar purported class actions were filed in the Superior
Court of the State of California, County of Los Angeles, on
behalf of all purchasers of interests in limited partnership
commodity pools sold by DWR.  Named defendants include DWR,
Demeter, Dean Witter Futures & Currency Management Inc.,
MSDW (all such parties referred to hereafter as the "Dean
Witter Parties"), certain limited partnership commodity
pools of which Demeter is the general partner, and certain
trading advisors to those pools.  On June 16, 1997, the
plaintiffs in the above actions filed a consolidated amended
complaint.  Similar purported class actions were also filed
on September 18 and 20, 1996, in the Supreme  Court of the
State of New York, New York County, and on November 14, 1996
in the Superior Court of the State of Delaware, New Castle
County against the Dean Witter Parties and certain


<PAGE>
Morgan Stanley Tangible Asset Fund L.P.
Notes to Financial Statements-(Concluded)

trading advisors on behalf of all purchasers of interests in
various limited partnership commodity pools sold by DWR.
Generally, these complaints allege, among other things, that
the defendants committed fraud, deceit, misrepresentation,
breach of fiduciary duty, fraudulent and unfair business
practices, unjust enrichment, and conversion in connection
with the sale and operation of the various limited
partnership commodity pools. The complaints seek unspecified
amounts of compensatory and punitive damages and other
relief.  It is possible that additional similar actions may
be filed and that, in the course of these actions, other
parties could be added as defendants.  The Dean Witter
Parties believe that they have strong defenses to, and they
will vigorously contest, the actions.  Although the ultimate
outcome of legal proceedings cannot be predicted with
certainty, it is the opinion of management of the Dean
Witter Parties that the resolution of the actions will not
have a material adverse effect on the financial condition or
the results of operations of any of the Dean Witter Parties.





© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission