N-Q

TABLE OF CONTENTS

	Item 1. Schedule of Investments
	Item 2. Controls and Procedures
	Item 3. Exhibits
SIGNATURES

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number: 811-03031

Morgan Stanley Tax-Free Daily Income Trust

(Exact name of registrant as specified in charter)

522 Fifth Avenue, New York, New York
(Address of principal executive offices) 10036
(Zip code)

Randy Takian
522 Fifth Avenue, New York, New York 10036

(Name and address of agent for service)

Registrant’s telephone number, including area code: 212-296-6990

Date of fiscal year end: December 31, 2008

Date of reporting period: September 30, 2008

Item 1. Schedule of Investments.

The Fund’s schedule of investments as of the close of the reporting period prepared pursuant to Rule 12-12 of Regulation S-X is as follows:

Morgan Stanley Tax-Free Daily Income Trust
Portfolio of Investments September 30, 2008 (unaudited)

PRINCIPAL
AMOUNT IN			COUPON	DEMAND
THOUSANDS			RATE(a)	DATE(b)	VALUE
		Short-Term Variable Rate Municipal Obligations (71.3%)
		Colorado
		Colorado Educational & Cultural Facilities Authority,
$	5,250	Capital Christian School Ser 2007	8.05%	10/07/08	$	5,250,000
	2,930	Pueblo Serra Worship Holdings Ser 2006	8.28	10/07/08		2,930,000
	3,000	Colorado Health Facilities Authority, Exempla Northwest Medical Center Ser 2002 A ROCs II-R Ser 10328CE	8.22	10/07/08		3,000,000
	2,500	Colorado Springs, Utilities System Sub Lien Ser 2007 A	8.27	10/07/08		2,500,000
	20,000	Southern Ute Indian Tribe of the Southern Ute Indian Reservation, Ser 2001	7.95	10/07/08		20,000,000
		Delaware
		Delaware Economic Development Authority,
	2,400	Archmere Academy Inc Ser 2006	7.53	10/07/08		2,400,000
	2,950	St Andrew’s School Ser 2004	7.25	10/07/08		2,950,000
		Florida
	4,660	Highlands County Health Facilities Authority, Adventist Health System/Sunbelt Obligated Group Ser 2006 C ROCs II-R Ser 11564 (BHAC)	4.72	10/07/08		4,660,000
		Georgia
	3,275	Columbus Development Authority, Foundation Properties Inc Student Housing & Academic Facilities Ser 2006	8.46	10/07/08		3,275,000
	10,250	Gwinnett County Hospital Authority, Gwinnett Hospital System Inc Ser 2008 B	7.85	10/07/08		10,250,000
		Illinois
	5,000	Chicago, Refg Ser 2008 A Eagle #20080016 Class A	8.24	10/07/08		5,000,000
	3,100	Cook County, Ser 2002 B	7.50	10/07/08		3,100,000
		Illinois Development Finance Authority,
	4,700	Museum of Contemporary Art Ser 1994	7.95	10/07/08		4,700,000
	3,400	Young Men’s Christian Association of Metropolitan Chicago Ser 2001	7.95	10/07/08		3,400,000
	1,000	Illinois Educational Facilities Authority, University of Chicago Ser B-1	1.85	10/07/08		1,000,000
		Illinois Finance Authority,
	4,500	CHF-DeKalb LLC at Northern Illinois University Ser 2006 A	8.07	10/07/08		4,500,000
	3,000	Dominican University Ser 2006	7.95	10/07/08		3,000,000
	4,000	Village of Oak Park Residence Ser 2006	7.95	10/07/08		4,000,000
	3,000	Illinois, Ser 2003 PUTTERs 2008 Ser 3098	4.64	10/07/08		3,000,000
	9,690	Illinois Toll Highway Authority, Refg 1993 Ser B (MBIA)	8.15	10/07/08		9,690,000
		Indiana
	3,500	Indianapolis Local Public Improvement Bond Bank, Ser 2002 A PUTTERS Ser 2787 (MBIA Insd)	5.45	10/07/08		3,500,000
		Kentucky
	9,500	Boyle County, Ephraim McDowell Health Ser 2006	8.25	10/07/08		9,500,000
		Louisiana
	11,520	Louisiana Local Government Environmental Facilities & Community Development Authority, St James Place of Baton Rouge Ser 2007 A	8.01	10/07/08		11,520,000
	1,864	Louisiana Municipal Natural Gas Purchasing & Distribution Authority, Gas Project No 1 Ser 2006 PUTTERs Ser 1411Q	7.96	10/07/08		1,864,000

PRINCIPAL
AMOUNT IN			COUPON	DEMAND
THOUSANDS			RATE(a)	DATE(b)	VALUE
		Maryland
	2,900	Maryland Health & Higher Educational Facilities Authority, Catholic Health Initiatives Ser 1997 B	7.98	10/07/08		2,900,000
		Massachusetts
	12,650	Massachusetts Development Finance Agency, Cushing Academy Ser 2004	7.98	10/07/08		12,650,000
	2,000	Massachusetts Health & Educational Facilities Authority, Northeastern University Ser T-1	2.25	05/20/09		2,000,000
		Michigan
	3,000	Kent Hospital Finance Authority, Metropolitan Hospital Ser 2005 B	7.50	10/07/08		3,000,000
	7,500	Michigan Hospital Finance Authority, Healthcare Equipment Loan Program Ser C	8.25	10/07/08		7,500,000
		Minnesota
	7,550	St Cloud, CentraCare Health System Ser 2008 A (AGC Insd)	7.98	10/07/08		7,550,000
		Mississippi
	1,100	Perry County, Leaf River Forest Products Inc Ser 2002	7.90	10/07/08		1,100,000
		New York
	5,950	Austin Trust, New York City Fiscal 2002 Ser D Custody Receipts Ser 2008-1064	6.26	10/07/08		5,950,000
		North Carolina
	6,000	North Carolina Capital Facilities Finance Agency, High Point University Ser 2007	8.05	10/01/08		6,000,000
	8,280	North Carolina Medical Care Commission, United Church Homes & Services Ser 2007	8.05	10/07/08		8,280,000
	5,000	Piedmont Triad Airport Authority, Ser 2008 A	7.25	10/07/08		5,000,000
		Ohio
	3,530	Columbus, Sewer Ser 2008 B	7.76	10/07/08		3,530,000
	11,465	East Liverpool, East Liverpool City Hospital Ser 2006	8.50	10/07/08		11,465,000
	5,800	Franklin County, OH, OhioHealth Corp Ser 2008 A	7.93	10/07/08		5,800,000
		Pennsylvania
		Allegheny County Industrial Development Authority,
	5,105	Carnegie Museums of Pittsburgh Ser 2002	8.01	10/07/08		5,105,000
	1,800	Carnegie Museums of Pittsburgh Ser 2005	8.01	10/07/08		1,800,000
	6,750	Bucks County Industrial Develpoment Authority, Pennswood Village Ser 2007 A	8.00	10/07/08		6,750,000
	8,780	Derry Township Industrial & Commercial Development Authority, Hotel Tax Arena Ser 2000 A	8.25	10/07/08		8,780,000
	9,000	Pennsylvania Higher Educational Facilities Authority, Indiana University of Pennsylvania Student Housing Ser 2008	7.90	10/07/08		9,000,000
	1,545	Washington County Authority, Girard Estate Ser 1999	7.90	10/07/08		1,545,000
		South Carolina
	5,000	South Carolina Jobs — Economic Development Authority, Goodwill Industries Ser 2006	8.05	10/07/08		5,000,000
		Tennessee
	5,765	Grenneville Health & Educational Facilities Board, Laughlin Memorial Hospital Ser 2004	7.90	10/07/08		5,765,000
	7,275	Shelby County Health Educational & Housing Facilities Board, Trezevant Manor Ser 2007 A	7.96	10/07/08		7,275,000
	8,225	Tennergy Corporation, Gas Ser 2006 B PUTTERs Ser 1260B	4.20	10/07/08		8,225,000
		Texas
	7,000	Harris County Health Facilities Development Corporation, Methodist Hospital System Ser 2006 A	1.60	11/18/08		7,000,000
	12,700	Harris County Health Facilities Development Corporation, TX, Methodist Hospital System Ser 2008 A-2	4.25	10/01/08		12,700,000
	5,300	Harris County Industrial Development Corporation, Baytank Inc Ser 1998	7.93	10/07/08		5,300,000
	2,610	Lower Neches Valley Authority, Chevron USA Inc Ser 1987	1.70	02/15/09		2,610,000

PRINCIPAL
AMOUNT IN			COUPON	DEMAND
THOUSANDS			RATE(a)	DATE(b)	VALUE
	6,000	Texas Municipal Gas Acquisition & Supply Corp II, Ser 2007 B ROCs II-R Ser 10014	5.65	10/07/08		6,000,000
	1,600	Texas Transportation Commission, Mobility Fund Ser 2008 PUTTERs Ser 2510	4.09	10/07/08		1,600,000
		Washington
	4,800	Energy Northwest, Project 1 Ser 2003 A PUTTERs Ser 2965	4.92	10/07/08		4,800,000
	6,000	Washington Higher Education Facilities Authority, University of Puget Sound Ser 2006 B	8.34	10/07/08		6,000,000
	11,000	Washington State Housing Commission, Mirabella Ser 2006 A	6.00	10/01/08		11,000,000
	200	Washington State	7.75	10/01/08		200,000
		Wisconsin
	1,240	Rhinelander, YMCA of the Northwoods Ser 2006	8.00	10/07/08		1,240,000
		Wyoming
	2,320	Sweetwater County, Memorial Hospital Ser 2006 A	8.03	10/07/08		2,320,000
		Total Short-Term Variable Rate Municipal Obligations (Cost $327,729,000)				327,729,000

				YIELD TO
				MATURITY
		COUPON	MATURITY	ON DATE OF
		RATE	DATE	PURCHASE
	Tax-Exempt Commercial Paper (8.4%)
	Florida
3,000	Hillsborough County, Ser 2002 A	1.70%	03/19/09		1.70	%	3,000,000
	Illinois
2,000	Illinois Development Finance Authority, Loyola University	1.75	01/06/09		1.75		2,000,000
	Kentucky
2,000	Kentucky Asset Liability Commission, 2005 General Fund Second Ser A-1	1.65	10/08/08		1.65		2,000,000
	Massachusetts
2,470	Massachusetts Health & Educational Facilities Authority, Harvard University Ser EE	1.80	02/05/09		1.80		2,470,000
1,735	Massachusetts Health & Educational Facilities Authority, Harvard University Ser EE	1.60	12/04/08		1.60		1,735,000
1,900	Massachusetts Health & Educational Facilities Authority, Harvard University Ser EE	1.63	02/05/09		1.63		1,900,000
	Michigan
3,090	Michigan, Multi-Modal School Loan Ser 2005 C	3.50	10/28/08		3.50		3,090,000
	Texas
4,000	Harris County Metropolitan Transit Authority, Sales & Use Tax Ser A	1.45	10/06/08		1.45		4,000,000
2,500	Harris County Metropolitan Transit Authority, Sales & Use Tax Ser A	1.65	10/06/08		1.65		2,500,000
5,000	Houston, Ser D	1.70	10/07/08		1.70		5,000,000
2,000	San Antonio, Water System Ser 2001 A	1.65	11/13/08		1.65		2,000,000
3,000	Texas A&M University, Ser B	1.55	02/05/09		1.55		3,000,000
2,000	University of Texas Regents, Permanent University Fund Notes Ser 2007 A	1.60	11/12/08		1.60		2,000,000
1,500	University of Texas Regents, Permanent University Fund Ser A	1.65	02/05/09		1.65		1,500,000
	Utah
2,200	Intermountain Power Agency, 1997 Ser B-1	1.55	11/13/08		1.55		2,200,000
	Total Tax-Exempt Commercial Papers (Cost $38,395,000)						38,395,000

				YIELD TO
				MATURITY
		COUPON	MATURITY	ON DATE OF
		RATE	DATE	PURCHASE
	Short-Term Municipal Notes and Bonds (11.2%)
	Idaho
2,000	Idaho, Ser 2008 TANs, dtd 07/01/08	3.00	06/30/09		1.72	2,018,741
	Indiana
2,000	Indiana Bond Bank, Midyear Funding Notes Ser 2008 A, dtd 06/24/08	2.25	05/28/09		1.822	2,018,068
1,000	Indianapolis Local Public Improvement Bond Bank, Ser 2008 A-1 Notes, dtd 06/26/08	2.25	10/01/08		1.822	1,000,000
1,000	Indianapolis Local Public Improvement Bond Bank, Ser 2008 B-1 Notes, dtd 06/26/08	2.25	10/01/08		1.822	1,000,000
	Kansas
4,355	Wichita, Renewal & Improvement Temporary Notes Ser 224, dtd 08/19/08	4.25	02/19/09		4.10	4,379,829
	Massachusetts
1,000	New Bedford, Ser 2008 RANs, dtd 09/19/08	4.25	06/30/09		4.10	1,003,304
2,000	Pioneer Valley Transit Authority, Ser 2007 RANs, dtd 08/01/08	3.00	07/30/09		4.10	2,008,569
4,675	Pioneer Valley Transit Authority, MA, Ser 2008 RANs, dtd 03/19/08	5.00	02/27/09		3.30	4,706,212
1,000	Worcester Regional Transit Authority, MA, Ser 2008 RANs, dtd 06/27/08	3.25	06/26/09		2.75	1,003,571
	Michigan
2,000	Michigan State, dtd 12/20/07	4.00	09/30/08		1.77	2,000,000
	Missouri
1,000	St Louis, MO, General Fund Ser 2008 TRANs, dtd 07/01/08	3.25	06/30/09		1.77	1,010,835
	New Jersey
1,000	Galloway Township, Ser 2008 BANs, dtd 09/12/08	3.00	09/11/09		1.77	1,008,701
	New York
1,500	Greater Southern Tier Board of Cooperative Educational Services, Supervisory District Ser 2008 RANs, dtd 09/28/08	2.75	06/30/09		1.77	1,506,723
2,650	Patchogue-Medford Union Free School District, Ser 2008 TANs, dtd 07/09/08	4.00	06/24/09		1.77	2,680,170
1,000	Poughkeepsie Town, Ser 2008 BANs, dtd 09/11/08	2.75	03/20/09		1.77	1,003,946
	Ohio
2,000	American Municipal Power — Ohio Inc, Prairie Street Ser 2008 BANs, dtd 04/02/08	3.50	04/01/09		1.77	2,011,994
1,000	Greene County, Certificates of Indebtedness Ser 2008 E, dtd 08/12/08	2.50	05/19/09		1.77	1,004,674
1,000	Lucas County, Ser 2008 BANs, dtd 07/30/08	3.00	07/30/09		1.77	1,010,574
	Oregon
2,000	Oregon, Ser 2008 A TANs, dtd 07/01/08	3.00	06/30/09		1.701	2,019,040
	South Carolina
1,700	Charleston County School District, Ser 2008 TANs, dtd 07/31/08	2.50	04/01/09		1.701	1,708,394
2,629	South Carolina Association of Governmental Organizations, Ser 2008 A COPs, dtd 07/17/08	3.00	04/15/09		1.701	2,649,346
1,505	South Carolina Association of Governmental Organizations, Ser 2008 A COPs, dtd 09/10/08	3.00	03/02/09		1.701	1,514,217
	Texas
1,350	Harris County, Series 2008 TANs, dtd 07/17/08	3.00	02/26/09		1.701	1,355,636
5,000	Texas, Ser 2008 TRANs, dtd 08/28/08	3.00	08/28/09		1.701	5,061,122

				YIELD TO
				MATURITY
		COUPON	MATURITY	ON DATE OF
		RATE	DATE	PURCHASE
	Washington
1,975	King County, Ser 2007 BANs, dtd 11/01/07	4.25	10/30/08		3.42	1,976,259
	Wisconsin
3,000	Wisconsin, Operating Notes Ser 2008, dtd 07/01/08	3.00	06/15/09		1.697	3,027,062
	Total Short-Term Municipal Notes and Bonds (Cost $51,686,987)					51,686,987

NUMBER OF
SHARES (000)
		Investment Company (c) (5.4%)
	24,800	Morgan Stanley Institutional Liquidity Government Portfolio — Institutional Class (Cost $24,800,000)				24,800,000
		Total Investments (Cost $442,610,987)(d)	96.3			442,610,987
		Other Assets in Excess of Liabilities	3.7			17,246,333
		Net Assets	100.0	%	$	459,857,320

BANs	Bond Anticipation Notes.
PUTTERs	Puttable Tax-Exempt Receipts.
RANs	Revenue Anticipation Notes.
ROCs	Reset Option Certificates.
TANs	Tax Anticipation Notes.
TRANs	Tax and Revenue Anticipation Notes.
(a)	Rate shown is the rate in effect at September 30, 2008.
(b)	Date on which the principal amount can be recovered through demand.
(c)	The Fund invests in Morgan Stanley Institutional Liquidity Government Portfolio — Institutional Class, an open-end management investment company managed by the Investment Adviser.
	Investment advisory fees paid by the Fund are reduced by an amount equal to the advisory and administrative service fees paid by Morgan Stanley Institutional Liquidity Government Portfolio — Institutional Class with respect to assets invested by the Fund in Morgan Stanley Institutional Liquidity
(d)	Cost is the same for federal income tax purposes.

Bond Insurance:

AGC	Assured Guaranty Corporation.
AMBAC	Ambac Assurance Corporation.
FGIC	Financial Guaranty Insurance Company.
FSA	Financial Security Assurance Inc.
MBIA	Municipal Bond Investors Assurance Corporation.

MS Tax Free Daily Income Trust
Notes to the Portfolio of Investments
FAS 157
9/30/2008

The Fund adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“FAS 157”), effective December 1, 2007. In accordance with FAS 157, fair value is defined as the price that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market the most advantageous market for the investment or liability. FAS 157 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund’s investments. The inputs are summarized in the three broad levels listed below.

• Level 1 — quoted prices in active markets for identical investments

• Level 2 — other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used as of September 30, 2008 in valuing the Fund’s investments carried at value:

			Fair Value Measurements at September 30, 2008 Using
			Quoted Prices In		Significant		Significant
			Active Market for		Other Observable		Unobservable
			Identical Assets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
Investments in Securities	$	442,610,987	$	24,800,000	$	417,810,987		—

Valuation of Investments — Portfolio securities are valued at amortized cost, which approximates market value, in accordance with Rule 2a-7 under the Investment Company Act of 1940.

Item 2. Controls and Procedures.

(a) The Fund’s principal executive officer and principal financial officer have concluded that the Fund’s disclosure controls and procedures are sufficient to ensure that information required to be disclosed by the Fund in this Form N-Q was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, based upon such officers’ evaluation of these controls and procedures as of a date within 90 days of the filing date of the report.

(b) There were no changes in the Fund’s internal control over financial reporting that occurred during the registrant’s fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Fund’s internal control over financial reporting.

Item 3. Exhibits.

(a) A separate certification for each principal executive officer and principal financial officer of the registrant are attached hereto.

2

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Morgan Stanley Tax-Free Daily Income Trust

/s/ Randy Takian Randy Takian

Principal Executive Officer

November 18, 2008

     Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Randy Takian Randy Takian

Principal Executive Officer

November 18, 2008

/s/ Francis Smith Francis Smith

Principal Financial Officer

November 18, 2008

3

EX-99.CERT

Exhibit 3 A1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Randy Takian, certify that:

1. I have reviewed this report on Form N-Q of Morgan Stanley Tax-Free Daily Income Trust;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Omitted;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 18, 2008

/s/ Randy Takian  

Randy Takian 

Principal Executive Officer 

4

Exhibit 3 A2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Francis Smith, certify that:

1. I have reviewed this report on Form N-Q of Morgan Stanley Tax-Free Daily Income Trust;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Omitted;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 18, 2008

/s/ Francis Smith  

Francis Smith 

Principal Financial Officer 

5