Morgan Stanley Smith Barney Spectrum Currency & Commodity L.P. – ‘8-A12G’ on 9/19/00

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12G      Registration of Certain Classes of Securities          5     17K 

Document Table of Contents

8-A12G
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================================================================================

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
 PURSUANT TO SECTION 12(b) OR (g) OF THE
 SECURITIES EXCHANGE ACT OF 1934

 MORGAN STANLEY DEAN WITTER SPECTRUM CURRENCY L.P.
--------------------------------------------------------------------------------
(Exact name of Registrant as specified in its Certificate of
Limited Partnership)

Delaware                                    13-4084211  
------------------------------------        ------------------------------------
   (State of organization)                 (IRS Employer Identification No.)

c/o Demeter Management Corporation                                              
Two World Trade Center, 62nd Floor, New York, New York                10048     
--------------------------------------------------------------------------------
(Address of principal executive offices)                            (Zip Code)  

If this form relates to the registration of a class of securities pursuant to   
Section 12(b) of the Exchange Act and is effective pursuant to General          
Instruction A.(c), check the following box. [ ]                                 

If this form relates to the registration of a class of securities pursuant to   
Section 12(g) of the Exchange Act and is effective pursuant to General          
Instruction A.(d), check the following box. [X]                                 

Securities Act registration statement file number to which this form            
relates: 333-90485                                                              
----------                                                    

Securities to be registered pursuant to Section 12(b) of the Act:               

    Title of each class                     Name of each exchange of which
    to be so registered                     each class is to be registered
------------------------------------        ------------------------------------
   None                                     Not Applicable
------------------------------------        ------------------------------------

Securities to be registered pursuant to Section 12(g) of the Act:               

 Units of Limited Partnership Interest
--------------------------------------------------------------------------------
(Title of class)

================================================================================

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8-A12G
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ITEM 1.     Description of Registrants' Securities to be Registered.            

Reference is hereby made to:                            

          (a) Registrant's Registration Statement on Form S-1 (including all
exhibits thereto) registering 15,000,000 Units of Limited Partnership Interest  
("Units") of Morgan Stanley Dean Witter Spectrum Currency L.P. (the             
"Registrant"), which was filed with the Securities and Exchange Commission (the 
"Commission) on November 5, 1999 (SEC File No. 333-90485) ("Registration        
Statement").                                                                    

          (b) Pre-Effective Amendment No. 1 to the Registrants' Registration
Statement (including all exhibits thereto), which was filed with the Commission 
on December 28, 1999.                                                           

          (c) Pre-Effective Amendment No. 2 to the Registrants' Registration
Statement (including all exhibits thereto), which was filed with the Commission 
on February 10, 2000.                                                           

          (d) Pre-Effective Amendment No. 3 to the Registrants' Registration
Statement (including all exhibits thereto), which reduced the number of         
registered Units to 12,000,000 Units, was filed with the Commission on February 
18, 2000.                                                                       

           (e) Post-Effective Amendment No. 1 to the Registrants' Registration
Statement (including all exhibits thereto), which was filed with the Commission 
on June 2, 2000.                                                                

  Items (a)-(g) are hereby incorporated herein by reference.

        In addition, pursuant to paragraph (d) of Item 202 of Regulation
S-K, specific reference is hereby made to the following:                        

            1.    For a discussion of the rights comparable to "dividend rights"
       (paragraph (a)(1)(i) of Item 202), see "The Limited
                 Partnership Agreements - Nature of the Partnerships" and "The
              Limited Partnership Agreements - Management of Partnership
              Affairs" beginning on page 70 and 71, respectively, of the
    Registrant's Prospectus dated March 6, 2000 (the
              "Prospectus"); and Section 7(h) of the Limited Partnership
               Agreement of the Registrant, a form of which is attached as
         Exhibit A to the Prospectus (the "Limited Partnership
Agreement").                                

    2.    For a discussion of "redemption provisions" (paragraph
                (a)(1)(iv) of Item 202), see "Redemptions" beginning on page
          66 of the Prospectus; and Section 10(b) of the Limited
Partnership Agreement.                      

           3     For a discussion of "voting rights" (paragraphs (a)(1)(v) and
                  (a)(2) of Item 202), see "The Limited Partnership Agreements -
       Management of Partnership Affairs" and "The Limited
               Partnership Agreements - Amendments; Meetings" beginning on
                 pages 71 and 72, respectively, of the Prospectus; and Section
15 of the Limited Partnership Agreement.    

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       4.    For a discussion of the rights comparable to "liquidation
                 rights" (paragraph (a)(1)(vii) of Item 202), see "The Limited
                  Partnership Agreements - Nature of the Partnerships" beginning
               on page 70 of the Prospectus; and Sections 4(a) and 4(b) of
the Limited Partnership Agreement.          

           5.    For a discussion of the matters comparable to "liabilities to
                 further calls or to assessment" (paragraph (a)(1)(ix) of Item
                 202), see "The Limited Partnership Agreements - Nature of the
             Partnerships" beginning on page 70 of the Prospectus; and
      Section 7(f) of the Limited Partnership Agreement.

    6.    For a discussion of the "restrictions on alienability"
       (paragraph (a)(1)(x) of Item 202), see "The Limited
         Partnership Agreements - Restrictions on Transfers or
            Assignments" beginning on page 71 of the Prospectus; and
       Section 10(a) of the Limited Partnership Agreement.

         7.    For a discussion of the "modification of rights of holders"
                (paragraph (a)(2) of Item 202), see "The Limited Partnership
                  Agreements - Amendments; Meetings" beginning on page 72 of the
            Prospectus; and Section 15(a) of the Limited Partnership
Agreement.                                  

           8.    For a discussion of restrictions on "change in control of the
                Registrant" (paragraph (a)(5) of Item 202), see "The Limited
               Partnership Agreements - Amendments; Meetings" beginning on
               page 72 of the Prospectus; and Section 15(c) of the Limited
Partnership Agreements.                     

         Paragraphs (a)(1)(ii), (iii), (vi), (viii), (xi), and (a)(3), and
(a)(4), (b), (c), (e) and (f) of Item 202 are not applicable.                   

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ITEM 2.     Exhibits                                                            

Reference is hereby made to:                            

           (a) The Registrant's form of Limited Partnership Agreement, annexed
to the Prospectus as Exhibit A, which was filed with the Commission pursuant to 
Rule 424(b)(3) of the Securities Act of 1933, as amended, on March 9, 2000.     

Item (a) is hereby incorporated herein by reference.    

           The units of Limited Partnership Interest of the Registrant are not
evidenced in certificate form but are evidenced on the Registrant's books as    
maintained by Demeter Management Corporation, the general partner of the        
Registrant; see Section 6 of the Limited Partnership Agreement and "Acceptance  
of the Limited Partnership Agreements" in the form of Subscription and Exchange 
Agreement and Power of Attorney on page B-4 of the Prospectus.                  

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8-A12G
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 SIGNATURE

    Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized.         

                             MORGAN STANLEY DEAN WITTER SPECTRUM CURRENCY L.P.

                By:   DEMETER MANAGEMENT CORPORATION
       General Partner

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

Dated:  September 19, 2000                                                      

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12G’ Filing		Date		First		Last			Other Filings
Filed on:		9/19/00		5
		6/2/00		2					POS AM
		3/9/00		4					424B3
		3/6/00		2
		2/18/00		2
		2/10/00		2					S-1/A
		12/28/99		2
		11/5/99		2					S-1
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