MORGAN STANLEY SPECTRUM TECHNICAL LP - 10-Q Quarterly Report

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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 September 30, 2004 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 0-26338

MORGAN STANLEY SPECTRUM TECHNICAL L.P.

(Exact name of registrant as specified in its charter)

Delaware 13-3782231
(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

825 Third Avenue, 9th Floor, New York, NY 10022

(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
MORGAN STANLEY SPECTRUM TECHNICAL L.P.

INDEX TO QUARTERLY REPORT ON FORM 10-Q

September 30, 2004

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
MORGAN STANLEY SPECTRUM TECHNICAL L.P.
STATEMENTS OF FINANCIAL CONDITION

MORGAN STANLEY SPECTRUM TECHNICAL L.P.
STATEMENTS OF OPERATIONS
(Unaudited)

MORGAN STANLEY SPECTRUM TECHNICAL L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
For the Nine Months Ended September 30, 2004 and 2003
(Unaudited)

MORGAN STANLEY SPECTRUM TECHNICAL L.P.
STATEMENTS OF CASH FLOWS
(Unaudited)

MORGAN STANLEY SPECTRUM TECHNICAL L.P.
NOTES TO FINANCIAL STATEMENTS

September 30, 2004

(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 Spectrum Technical L.P. (the "Partnership").
The financial statements and condensed notes herein should be read
in conjunction with the Partnership's December 31, 2003 Annual
Report on Form 10-K.

1. Organization
Morgan Stanley Spectrum Technical L.P. is a Delaware limited
partnership organized 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 Spectrum series of
funds, comprised of the Partnership, Morgan Stanley Spectrum
Currency L.P., Morgan Stanley Spectrum Global Balanced L.P.,
Morgan Stanley Spectrum Select L.P., and Morgan Stanley Spectrum
Strategic L.P.

MORGAN STANLEY SPECTRUM TECHNICAL 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. The trading advisors to the
Partnership are Campbell & Company, Inc., Chesapeake Capital
Corporation, John W. Henry & Company, Inc., and Winton Capital
Management Limited (individually, a "Trading Advisor", or
collectively, the "Trading Advisors").

On February 27, 2002, the Partnership received notification of a
preliminary entitlement to payment from the Sumitomo Copper
Litigation Settlement Administrator, and the Partnership has
received settlement award payments in the amount of $306,400 as of
August 30, 2002 and $3,018 as of July 30, 2004. Any amounts
received are accounted for in the period received, for the benefit
of the limited partners at the date of receipt.

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
MORGAN STANLEY SPECTRUM TECHNICAL L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

pays the Partnership interest income equal to 80% of its average
daily Net Assets for the month at a prevailing rate on U.S.
Treasury bills. The Partnership pays brokerage fees to Morgan
Stanley DW.

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
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
MORGAN STANLEY SPECTRUM TECHNICAL L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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.

Generally, derivatives include futures, forward, swaps or options
contracts, and other financial instruments with similar
characteristics such as caps, floors, and collars.

MORGAN STANLEY SPECTRUM TECHNICAL L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

The net unrealized gains 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
on Open Contracts Longest Maturities

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

Sep. 30, 2004 42,268,389 1,572,153 43,840,542 Mar. 2006 Dec. 2004
Dec. 31, 2003 34,239,960 12,194,250 46,434,210 Dec. 2004 Mar. 2004

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
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
MORGAN STANLEY SPECTRUM TECHNICAL L.P.
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)

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 $612,299,328 and $517,752,016 at
September 30, 2004 and December 31, 2003, 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 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.

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 each Trading Advisor, which
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 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 investment in
futures, forwards, and options in subsequent periods. It is not
possible to estimate the amount, and therefore the impact, of
future redemptions of Units.

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
Advisors and the ability of each Trading Advisor's trading
program(s) 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 nine month
periods ended September 30, 2004 and 2003 and a general
discussion of its trading activities during each period. It is
important to note, however, that the Trading Advisors trade 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 Advisors 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 Advisors' trading activities on behalf of the
Partnership during the period in question. Past performance is
no guarantee of futures results.

The Partnership's results of operations set forth in the financial
statements on pages 2 through 11 of this report were 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, along with the "Proceeds from Litigation Settlement",
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, New York City time, on a given
day. Interest income revenue, as well as management fees,
incentive fees, and brokerage fees expenses of the Partnership are
recorded on an accrual basis.

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 Nine Months Ended September 30, 2004
The Partnership recorded losses net of interest income totaling
$8,501,516 and expenses totaling $14,725,558, resulting in a net
loss of $23,227,074 for the three months ended September 30,
2004. The Partnership's net asset value per Unit decreased from
$20.39 at June 30, 2004 to $19.60 at September 30, 2004.

The most significant trading losses of approximately 4.3% were
recorded in the global stock index markets, primarily during July
and August. During July, long positions in U.S., European, and
Japanese stock index futures experienced losses as prices
reversed lower due to the release of disappointing U.S.
employment data, surging energy prices and new warnings
concerning potential terrorist attacks. During August, short
positions in European and Japanese equity index futures recorded
losses as prices reversed higher in response to falling energy
prices and better-than-expected results for U.S. Gross Domestic
Product ("GDP") and consumer sentiment data. Additional losses
of approximately 3.5% were incurred in the currency markets,
primarily during July and August. During July, long positions in
the Japanese yen, euro, Swiss franc, British pound, and
Australian dollar, all versus the U.S. dollar, resulted in losses
as the U.S. dollar's value strengthened in response to upbeat
market sentiment, the U.S. Federal Reserve Chairman Alan
Greenspan's optimistic assessment of the U.S. economy and a jump
in U.S. consumer confidence data. During August, positions in
the euro relative to the U.S. dollar recorded negative
performance as the euro experienced short-term volatility due to
conflicting economic data and surging energy prices. Additional
losses resulted from short positions in the Japanese yen versus
the U.S. dollar as the U.S. dollar's value decreased against the
yen under pressure from concerns for the rate of U.S. economic
growth and soft economic data. Losses of approximately 1.6%
resulted in the agricultural markets from positions in cocoa.
During July, short positions experienced losses as prices hit
five-month highs, driven by speculative buying and lower market
supply. During September, long positions incurred losses as
prices reversed lower amid news of easing geopolitical tensions
from the Ivory Coast, the world's top cocoa producer. Smaller
losses of approximately 0.6% resulted in the metals markets
during July from long futures positions in base and precious
metals. A slowdown in demand from China negatively affected
prices for industrial metals, while precious metals prices fell
amid a rebound in the value of the U.S. dollar. A portion of the
Partnership's losses for the quarter was offset by gains of
approximately 5.6% achieved in the energy markets throughout the
quarter from long futures positions in crude oil and its related
products as crude oil prices trended higher reaching historical
highs amid heavy market demand and concerns for supply.
Additional gains of approximately 2.9% resulted in the global
interest rates markets, primarily during August, from long
positions in European, U.S., and Japanese interest rate futures
as bond prices trended higher, boosted by a surge in oil prices,
a drop in equity prices, and a conflicted economic picture
generated by U.S. economic reports.

The Partnership recorded losses net of interest income totaling
$35,761,133 and expenses totaling $56,809,418, resulting in a net
loss of $92,570,551 for the nine months ended September 30, 2004.
The Partnership's net asset value per Unit decreased from $22.64
at December 31, 2003 to $19.60 at September 30, 2004.

The most significant trading losses of approximately 10.4% were
incurred in the currency markets. Losses were incurred during
March from short positions in the Japanese yen versus the U.S.
dollar as the yen reversed higher due to speculation that the
Bank of Japan was relaxing its efforts to weaken the yen. During
April, long positions in the Japanese yen versus the U.S. dollar
resulted in losses as the dollar surged following the release of
stronger-than-expected U.S. jobs data. During May, short
positions in the Japanese yen versus the U.S. dollar sustained
losses as the U.S. dollar's value declined in response to fears
of potential terrorist attacks, expanding energy prices, and the
release of weaker-than-expected economic data during the latter
half of May. During June, the currency markets continued to
prove difficult as losses were experienced primarily from short
positions in the Japanese yen versus the U.S. dollar as the yen
climbed higher in response to better-than-anticipated
improvements in Japanese economic data and speculation that the
Bank of Japan would move to raise interest rates. During July,
long positions in the Japanese yen, euro, Swiss franc, British
pound, and Australian dollar, all versus the U.S. dollar,
resulted in losses as the U.S. dollar's value strengthened in
response to upbeat market sentiment, the U.S. Federal Reserve
Chairman Alan Greenspan's optimistic assessment of the U.S.
economy, and a jump in U.S. consumer confidence data. During
August, positions in the euro relative to the U.S. dollar were
unprofitable as the euro experienced short-term volatility due to
conflicting economic data and surging energy prices. Additional
losses resulted from short positions in the Japanese yen versus
the U.S. dollar as the dollar's value decreased due to concerns
for the rate of U.S. economic growth caused by the release of
soft economic data. Losses of approximately 5.1% were
experienced in the global stock index markets, during the second
and third quarters of the year, from positions in European, U.S.,
and Japanese stock index futures. Long positions in European and
U.S. stock index futures incurred losses during March, April, and
May as equity prices fell in response to the terror attacks in
Madrid, continuing difficulties in Iraq, fears of global
terrorism, and concerns for higher interest rates. During July,
long positions in the U.S., European, and Japanese stock index
futures provided losses as prices reversed lower due to the
release of disappointing U.S. employment data, surging energy
prices, and new warnings concerning potential terrorist attacks.
During August, short positions in European and Japanese equity
index futures recorded losses as prices reversed higher in
response to falling energy prices and better-than-expected U.S.
GDP and consumer sentiment data. Losses of approximately 2.3%
were recorded in the agricultural markets during January,
throughout the second quarter and largely during August,
primarily from futures positions in coffee and cocoa. During
January, short futures positions in coffee experienced losses as
prices reversed higher amid tight global supply. Long coffee
positions experienced losses as prices reversed lower during June
in response to an increase in Brazilian crop estimates and mild
weather in growing regions. Further losses stemmed from short
futures positions in coffee and long futures positions in cocoa
during September. A portion of the Partnership's overall losses
during the first nine months of the year was offset by gains of
approximately 11.8% achieved in the energy markets throughout the
year from long futures positions in crude oil and its related
products as oil prices trended higher in response to rising
demand combined with supply and production issues caused by
geopolitical events in the Middle East and Nigeria combined with
weather-related issues in the Gulf of Mexico. Additional gains
of approximately 2.1% stemmed from the global interest rate
sector primarily during the first and third quarters of the year
as long positions in European and U.S. interest rate futures were
profitable. During the first quarter, long positions profited as
bond prices rallied in response to weak economic data, reports
from central banks that highlighted a lack of inflation and "safe
haven" buying following the terrorist attack in Madrid. During
the third quarter, long positions benefited from a surge
in oil prices, a drop in equity prices, and a conflicted economic
picture generated by U.S. economic reports.

For the Three and Nine Months Ended September 30, 2003
The Partnership recorded losses net of interest income totaling
$11,784,806 and expenses totaling $10,335,815, resulting in a net
loss of $22,120,621 for the three months ended September 30,
2003. The Partnership's net asset value per Unit decreased from
$20.08 at June 30, 2003 to $19.04 at September 30, 2003.

The most significant trading losses of approximately 3.0% were
incurred in the global interest rate markets during July from
long positions in European and U.S. interest rate futures as
prices declined amid rising interest rates, a rally in global
equity prices and renewed hope for a U.S. economic recovery.
Additional losses of approximately 2.4% in the currency markets
resulted from long positions in the Australian dollar and British
pound versus the U.S. dollar as the value of the U.S. dollar
strengthened during July amid rising expectations for a U.S.
economic recovery, negative economic data out of Australia and
the U.K., and narrowing interest rate differentials. Losses also
were incurred from short positions in the Swiss franc and euro
versus the U.S. dollar as the dollar's value reversed sharply
lower during September pressured by the release of disappointing
U.S. economic reports and concerns that Tokyo officials appeared
to be less likely to intervene and buy U.S. dollars ahead
of the G-7 countries meeting. The G-7 countries consist of
France, the U.S., Britain, Germany, Japan, Italy, and Canada. In
the energy markets, losses of approximately 1.3% resulted from
futures positions in crude oil and heating oil as prices trailed
lower throughout the majority of the month and then unexpectedly
reversed higher after OPEC announced that it would move to reduce
output by limiting production in an effort to stem declining oil
prices. A portion of the Partnership's overall losses for the
third quarter was offset by gains of approximately 2.3% in the
global stock index markets from long positions in Japanese stock
index futures as Japanese equity prices drew strength from robust
Japanese economic data and increased foreign investment.
Additional gains were supplied during July and August by long
positions in U.S. stock index futures and August as positive
investor sentiment and tangible signs of a U.S. economic recovery
buoyed prices. Gains of approximately 1.5% in the metals markets
also reduced a portion of the Partnership's overall losses for
the quarter as long futures positions in copper, nickel, and
aluminum profited during July from rising prices spurred by
renewed optimism concerning a U.S. economic recovery,
technically-based buying and increased Chinese demand.
Additional gains were provided during September by long gold
futures positions as speculative buying and a weaker U.S. dollar
buoyed prices later in the month.

The Partnership recorded revenues including interest
income totaling $43,041,592 and expenses totaling $36,466,427,
resulting in net income of $6,575,165 for the nine months ended
September 30, 2003. The Partnership's net asset value per Unit
increased from $18.41 at December 31, 2002 to $19.04 at September
30, 2003.

The most significant trading gains of approximately 8.3% in the
currency markets were supplied primarily during January by long
positions in the euro as its value rose versus the U.S. dollar
amid renewed fears of a military conflict with Iraq, increased
tensions with North Korea, and weak U.S. economic data. During
May, additional gains were recorded as the value of the euro
strengthened to an all-time high amid uncertainty regarding the
Bush Administration's economic policy, renewed fears of potential
terrorist attacks against American interests and investor
preference for non-U.S. dollar assets. Gains were also recorded
during April from long positions in the Australian dollar versus
the U.S. dollar as the Australian currency strengthened in
response to continued weakness in the U.S. dollar and significant
interest rate differentials between the two countries.
Additional gains of approximately 3.2% in the global stock index
markets incurred from long positions in Japanese stock index
futures during July and August as prices trended higher in
response to increased investor demand triggered by record low
Japanese government bond yields and robust Japanese economic
data. Gains were recorded during July and August from long
positions in U.S. stock index futures as prices were
buoyed by a rise in investor sentiment and tangible signs of a
U.S. economic recovery. In the global interest rate markets,
gains of approximately 3.0% were recorded primarily during
January and February from positions in U.S. interest rate futures
as prices first declined amid a temporary increase in U.S.
manufacturing activity and then increased as investors continued
to seek the security of fixed income investments in response to
prolonged uncertainty in global equity markets. Additional gains
were recorded from long positions in European and U.S. interest
rate futures as strong demand from investors sent prices higher
during February, and again during May, as prices trended higher
amid speculation of an interest rate cut by the U.S. Federal
Reserve and lingering doubts concerning a global economic
recovery. Short positions in Japanese interest rate futures
yielded gains during August as prices trended lower amid an
improved economic outlook for Japan and a sell-off in Japanese
fixed income markets after investors repositioned capital into
Japanese equities. Gains of approximately 2.4% were recorded in
the energy markets primarily during January and February from
long positions in natural gas futures as prices increased in
response to prolonged frigid temperatures in the northeastern and
midwestern U.S. and fears that extremely cold weather could
further deplete already diminished supplies. A portion of the
Partnership's gains for the first nine months of the year was
offset by losses of approximately 2.7% in the agricultural
markets, primarily during June, as short futures positions in
cotton suffered losses due to an increase in prices
spurred by supply concerns. Short coffee futures positions
resulted in losses as prices reversed higher in early September
due to supply fears prompted by reduced estimates for world
coffee production. In the metals markets, losses of
approximately 1.1% stemmed from long positions in aluminum and
zinc futures as prices fell amid muted industrial demand during
March, and again during June, as prices declined in response to
technically-based selling and anticipation of the U.S. Federal
Reserve's interest rate cut. Further losses in this sector were
provided by long silver futures positions as precious metal
prices moved lower amid fears of slower global growth due to
rising oil prices and weaker U.S. consumer sentiment.
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 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.

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 Advisors 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 risk including equity and commodity prices,
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.

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 Advisors 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 September 30, 2004 and 2003.
At September 30, 2004 and 2003, the Partnership's total
capitalization was approximately $619 million and $421 million,
respectively.

Primary Market September 30, 2004 September 30, 2003
Risk Category Value at Risk Value at Risk

Interest Rate (4.27)% (0.96)%
Currency (1.14) (1.88)
Equity (1.02) (1.97)
Commodity (1.46) (1.13)
Aggregate Value at Risk (4.68)% (3.44)%

The VaR for a market category represents the one-day downside
risk for the aggregate exposures associated with this market
category. 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 October 1, 2003 through September 30, 2004.

Primary Market Risk Category High Low Average
Interest Rate (4.27)% (0.79)% (2.04)%
Currency (2.48) (0.58) (1.32)
Equity (1.70) (0.91) (1.32)
Commodity (2.04) (1.21) (1.54)
Aggregate Value at Risk (4.68)% (2.55)% (3.45)%

Limitations on Value at Risk as an Assessment of Market Risk
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".

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 September 30, 2004 and 2003, and for the four
quarter-end reporting periods from October 1, 2003 through
September 30, 2004. 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 80% as of September 30, 2004) 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
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 Advisors 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 expro-
priations, 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.
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 September 30, 2004, 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
September 30, 2004 was to the global interest rate sector.
Exposure was primarily spread across the U.S., European,
Japanese, and Australian 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. However, the Partnership also takes futures
positions in the government debt of smaller countries - e.g.,
Australia. Demeter anticipates that 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 short, medium or
long-term interest rates may have an effect on the Partnership.

Currency. The second largest market exposure of the Partnership
at September 30, 2004 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 large number of currencies, including cross-
rates - i.e., positions between two currencies other than the
U.S. dollar. At September 30, 2004, the Partnership's major
exposures were to euro, Japanese yen, Australian dollar, British
pound, Swiss franc, Canadian dollar, New Zealand dollar, Swedish
krona, and Norwegian krone 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.

Equity. The third largest market exposure of the Partnership at
September 30, 2004 was 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. At September 30,
2004, the Partnership's primary exposures were to the Euro Stoxx
50 (Europe), NASDAQ (U.S.), S&P 500 (U.S.), and DAX (Germany)
stock indices. The Partnership is exposed to the risk of adverse
price trends or static markets in the U.S., European, 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.

Commodity.
Energy. At September 30, 2004, the Partnership's energy
exposure was shared primarily by futures contracts in crude
oil and its related products, and natural gas. 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
in the past, are expected to continue to be experienced in
the future. Natural gas has exhibited volatility in prices
resulting from weather patterns and supply and demand
factors and will likely continue in this choppy pattern.

Soft Commodities and Agriculturals. At September 30, 2004,
the Partnership had exposure to the markets that comprise
these sectors. Most of the exposure was to the cocoa,
sugar, lean hogs, live cattle, and wheat markets. Supply
and demand inequalities, severe weather disruptions and
market expectations affect price movements in these markets.

Metals. The Partnership's metals exposure at September 30,
2004 was to fluctuations in the price of precious metals,
such as gold, silver, and to a lesser extent, palladium and
platinum. The Partnership also had exposure to base metals,
such as copper, aluminum, nickel, zinc, tin, and lead.
Economic forces, supply and demand inequalities,
geopolitical factors and market expectations influence price
movements in these markets. The Trading Advisors utilize
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 September 30, 2004:

Foreign Currency Balances. The Partnership's primary foreign
currency balances at September 30, 2004 were in euros,
Japanese yen, Australian dollars, British pounds, and New
Zealand dollars. 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.

Qualitative Disclosures Regarding Means of Managing Risk Exposure
The Partnership and the Trading Advisors, 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 Trading Advisors, each of whose strategies focus
on different market sectors and trading approaches, and by
monitoring the performance of the Trading Advisors daily. In
addition, the Trading Advisors establish 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 Advisors.

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.

(b) There have been no significant changes during the
period covered by this quarterly report in the
Partnership's internal controls or in other factors
that could significantly affect these controls
subsequent to the date of their evaluation.

PART II. OTHER INFORMATION

Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
SEC
File Number

Initial Registration 4,000,000.000 September 15, 1994 333-80146
Additional Registration 9,000,000.000 January 31, 1996 333-00494
Additional Registration 5,000,000.000 April 30, 1996 333-3222
Additional Registration 5,000,000.000 May 11, 1998 333-47831
Additional Registration 10,000,000.000 January 21, 1999 333-68779
Additional Registration 1,000,000.000 April 30, 2002 333-84652
Additional Registration 10,000,000.000 April 28, 2003 333-104001
Additional Registration 40,000,000.000 April 28, 2004 333-113397
Total Units Registered 84,000,000.000

Units sold through 9/30/04 47,841,931.941
Units unsold through 9/30/04 36,158,068.059

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 September 30, 2004
was $795,804,915.

Since no expenses are chargeable against 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
Proceeds" section of the prospectus and the supplement included
as a 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. Kevin Perry, Chief Financial Officer of Demeter, was confirmed
as a principal of Demeter by the National Futures Association on
September 3, 2004.

Mr. William D. Seugling, Director of Demeter, was confirmed as a
principal of Demeter by the National Futures Association on
October 11, 2004.

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

(A) 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 28, 2004, filed with the Securities and
Exchange Commission pursuant to Rule 424(b)(3) under the
Securities Act of 1933 on May 4, 2004.
3.02 Certificate of Limited Partnership, dated April 18, 1994,
is incorporated by reference to Exhibit 3.02 of the
Partnership's Registration Statement on Form S-1 (File
No. 33-80146) filed with the Securities and Exchange
Commission on June 10, 1994.
3.03 Certificate of Amendment of Certificate of Limited
Partnership, dated April 6, 1999 (changing its name from
Dean Witter Spectrum Technical L.P.), is incorporated by
reference to Exhibit 3.03 of the Partnership's
Registration Statement on Form S-1 (File No. 333-68779)
filed with the Securities and Exchange Commission on
April 12, 1999.

3.04 Certificate of Amendment of Certificate of Limited
Partnership, dated November 1, 2001 (changing its name
from Morgan Stanley Dean Witter Spectrum Technical L.P.),
is incorporated by reference to Exhibit 3.01 of the
Partnership's Form 8-K (File No. 0-26338) filed with the
Securities and Exchange Commission on November 1, 2001.
10.01 Management Agreement, dated as of November 1, 1994, among
the Partnership, Demeter, and Campbell & Company, Inc. is
incorporated by reference to Exhibit 10.01 of the
Partnership's Form 10-K (File No. 0-26338) for fiscal
year ended December 31, 1998 filed with the Securities
and Exchange Commission on March 31, 1999.
10.01(a) Amendment to Management Agreement, dated as of November
30, 2000, among the Partnership, Demeter, and Campbell &
Company, Inc. is incorporated by reference to Exhibit
10.02 of the Partnership's Form 8-K (File No. 0-26338)
filed with the Securities and Exchange Commission on
January 3, 2001.
10.02 Management Agreement, dated as of November 1, 1994, among
the Partnership, Demeter, and Chesapeake Capital
Corporation is incorporated by reference to Exhibit 10.02
of the Partnership's Form 10-K (File No. 0-26338) for
fiscal year ended December 31, 1998 filed with the
Securities and Exchange Commission on March 31, 1999.
10.03 Management Agreement, dated as of November 1, 1994, among
the Partnership, Demeter, and John W. Henry & Co. is
incorporated by reference to Exhibit 10.03 of the
Partnership's Form 10-K (File No. 0-26338) for fiscal
year ended December 31, 1998 filed with the Securities
and Exchange Commission on March 31, 1999.
10.03(a) Amendment to Management Agreement, dated as of November
30, 2000, among the Partnership, Demeter, and John W.
Henry & Company, Inc. is incorporated by reference to
Exhibit 10.01 of the Partnership's Form 8-K (File No. 0-
26338) filed with the Securities and Exchange Commission
on January 3, 2001.
10.07 Form of Subscription and Exchange Agreement and Power of
Attorney to be executed by purchasers of Units is
incorporated by reference to Exhibit B of the
Partnership's Prospectus, dated April 28, 2004, filed
with the Securities and Exchange Commission pursuant to
Rule 424(b)(3) under the Securities Act of 1993 on May 4,
2004.

10.08 Amended and Restated Escrow Agreement, dated as of March
10, 2000, among the Partnership, Morgan Stanley Spectrum
Select L.P., Morgan Stanley Spectrum Strategic L.P.,
Morgan Stanley Spectrum Global Balanced L.P., Morgan
Stanley Spectrum Currency L.P., Morgan Stanley Spectrum
Commodity L.P., Morgan Stanley DW, and The Chase
Manhattan Bank, as escrow agent, is incorporated by
reference to Exhibit 10.08 of the Partnership's
Registration Statement on Form S-1 (File No. 333-68779)
filed with the Securities and Exchange Commission on
November 2, 2001.
10.09 Form of Subscription Agreement Update Form to be executed
by purchasers of Units is incorporated by reference to
Exhibit C of the Partnership's Prospectus, dated April
28, 2004, as filed with the Securities and Exchange
Commission pursuant to Rule 424(b)(3) under the
Securities Act of 1933 on May 4, 2004.
10.10 Amended and Restated Customer Agreement between the
Partnership and Morgan Stanley DW, dated as of October
16, 2000, is incorporated by reference to Exhibit 10.01
of the Partnership's Form 8-K (File No. 0-26338) filed
with the Securities and Exchange Commission on November
1, 2001.
10.11 Commodity Futures Customer Agreement between MS & Co. and
the Partnership, and acknowledged and agreed to by Morgan
Stanley DW, dated as of June 6, 2000, is incorporated by
reference to Exhibit 10.02 of the Partnership's Form 8-K
(File No. 0-26338) filed with the Securities and Exchange
Commission on November 1, 2001.
10.12 Customer Agreement between the Partnership and MSIL,
dated as of May 1, 2000, is incorporated by reference to
Exhibit 10.04 of the Partnership's Form 8-K (File No.
0-26338) filed with the Securities and Exchange
Commission on November 1, 2001.
10.13 Foreign Exchange and Options Master Agreement between MS
& Co. and the Partnership, dated as of April 30, 2000,
is incorporated by reference to Exhibit 10.05 of the
Partnership's Form 8-K (File No. 0-26338) filed with the
Securities and Exchange Commission on November 1, 2001.
10.14 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. 0-26338)
filed with the Securities and Exchange Commission on
November 1, 2001.

31.01 Certification of President of Demeter Management
Corporation, the general partner of the Partnership,
pursuant to rules 13a-15(e) and 15d-15(e), as adopted
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 rules 13a-15(e) and 15d-15(e),
as adopted 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.

(B) Reports on Form 8-K - None.

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 Spectrum Technical L.P.
(Registrant)

By: Demeter Management Corporation
(General Partner)

November 15, 2004 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.

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