SecProbe.io

Mail Stop 4561
      April 24, 2008

VIA U.S. MAIL AND FAX 212-507-1869

 Mr. Colm Kelleher Chief Financial Officer Morgan Stanley 1585 Broadway New York, NY  10036

Re: Morgan Stanley
Form 10-K for Fiscal Year Ended
  November 30, 2007   Filed January 29, 2008
File No. 001-11758

Dear Mr. Kelleher:
We have reviewed your filing and have the following comments.  In our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this inform ation, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Colm Kelleher
Morgan Stanley April 24, 2008 Page 2   Form 10-K for the fiscal year ended November 30, 2007

 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 Results of Operations

 Fiscal 2007 Performance, page 34

 1. Please tell us how the appreciation of investments related to certain employee
deferred compensation plans resulted in higher revenues.
 Financial Statements

 Consolidated Statements of Financial Condition, page 101

 2. Please tell us how you account for the non-cont rolling interest in entities in which
you have a controlling financial interest  and certain VIEs on your Consolidated
Statements of Financial Condition and C onsolidated Statements of Income.
 Notes to Consolidated Financial Statements

Note 2. Summary of Significant Accounting Policies
 Hedge Accounting

 Net Investment Hedges, page 116

 3. Please tell us the nature of the forw ard points and how you accounted for them.
Within your response, reference the authoritative literature relied upon by
management.
 Schedule I

 Condensed Statements of Cash Flows, page S-4

 4. Please tell us how your classification of  securities purchased under agreement to
resell with affiliate as an invest ing activity complies with SFAS 102.

*    *    *    *

Mr. Colm Kelleher
Morgan Stanley April 24, 2008 Page 3
Please respond to our comments within 10 business days or tell us when you will
provide us with a response.  Please f ile your response letter on EDGAR.  Please
understand that we may have additional comm ents after reviewing your response to our
comments.

 We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filings reviewed by the sta ff to be certain that they have provided all
information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.
You may contact Jennifer Monick, Sta ff Accountant at (202) 551-3295, or the
undersigned at (202) 551-3629 if you have questions.           S i n c e r e l y ,
Kevin Woody   Branch Chief