MORGAN STANLEY TANGIBLE ASSET FUND L P
8-K, 2000-03-23
COMMODITY CONTRACTS BROKERS & DEALERS
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported) MARCH 7, 2000



               MORGAN STANLEY DEAN WITTER SPECTRUM COMMODITY L.P.
              --------------------------------------------------
            (Exact name of registrant as specified in its charter)



DELAWARE                   File No.  0-24035         13-3968008
- --------                   -----------------         ----------

(State or other            (Commission File          (IRS Employer
jurisdiction of            Number)                   Identification
incorporation)                                       Number)

                      C/O DEMETER MANAGEMENT CORPORATION
         TWO WORLD TRADE CENTER, 62ND FLOOR, NEW YORK, NEW YORK 10048
               (Address of principal executive offices) (zip code)



    Registrant's telephone number, including area code:    (212) 392-5530



                     MORGAN STANLEY TANGIBLE ASSET FUND L.P.
      --------------------------------------------------------------------
           (former name or former address, if changed since last report)



<PAGE>




Item 5.  Other Events

MORGAN STANLEY TANGIBLE ASSET FUND L.P. FILED A REGISTRATION STATEMENT ON FORM
S-1 (SEC FILE NO. 333-90483), WHICH WAS DECLARED EFFECTIVE BY THE SEC ON MARCH
6, 2000, TO RE-OPEN ITS SALE OF UNITS OF LIMITED PARTNERSHIP INTEREST AND BECOME
PART OF THE MORGAN STANLEY DEAN WITTER SPECTRUM SERIES OF CONTINUOUSLY OFFERED
MANAGED FUTURES FUNDS. IN THIS CONNECTION, ON MARCH 7, 2000, THE GENERAL PARTNER
FILED A CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF LIMITED PARTNERSHIP WITH
THE SECRETARY OF STATE OF THE STATE OF DELAWARE CHANGING THE NAME OF THE
REGISTRANT FROM MORGAN STANLEY TANGIBLE ASSET FUND L.P. TO MORGAN STANLEY DEAN
WITTER SPECTRUM COMMODITY L.P.

                                   SIGNATURES

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 Dean Witter Spectrum Commodity L.P.


                                     By: Demeter Management Corporation,
                                         as General Partner


                                       By: /s/ Robert E. Murray
                                           -------------------------------------
                                          Robert E. Murray
                                          President

Dated:  March 22, 2000




<PAGE>



                                  EXHIBIT INDEX

EXHIBIT                       DESCRIPTION

3.1         Certificate of Amendment of Certificate of Limited Partnership,
            dated March 7, 2000








                            CERTIFICATE OF AMENDMENT

                                       OF

                       CERTIFICATE OF LIMITED PARTNERSHIP

                                       OF

                     MORGAN STANLEY TANGIBLE ASSET FUND L.P.

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

               PURSUANT TO SECTION 17-202 OF THE DELAWARE REVISED

                         UNIFORM LIMITED PARTNERSHIP ACT

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

The undersigned, for the purpose of amending the Certificate of Limited
Partnership of Morgan Stanley Tangible Asset Fund L.P. filed with the Secretary
of State of Delaware on July 31, 1997, does hereby certify as follows:

            First.  Name of  Limited  Partnership.  The  name  of the  limited
      partnership is Morgan Stanley Tangible Asset Fund L.P.

            Second. Amendment.  Article  First of the  Certificate  of Limited
      Partnership is amended to read in full as follows:

            "First.      Name of  Limited  Partnership.  The  name
            of the  limited  partnership  is Morgan  Stanley  Dean
            Witter Spectrum Commodity L.P.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment
of Certificate of Limited Partnership as of the 7th day of March, 2000.

                               DEMETER MANAGEMENT CORPORATION,
                                 General Partner

                              By: /s/ Robert E. Murray
                                  --------------------
                                  Robert E. Murray
                                  President



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