SecProbe.io

July 1, 2010
 Ruth Porat Chief Financial Officer Morgan Stanley 1585 Broadway
New York, NY  10036

Re: Morgan Stanley
Form 10-K for Fiscal Year Ended
  December 31, 2009   Filed February 26, 2010
Definitive Proxy Statement Filed April 12, 2010 Form 8-K  Filed April 21, 2010 Form 10-Q for Quarterly Period Ended
  March 31, 2010   Filed May 7, 2010
File No. 001-11758

Dear Ms. Porat:
 We have reviewed your response letter  dated May 28, 2010 and have the following
additional comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Ruth Porat Morgan Stanley July 1, 2010 Page 2

Form 10-K

 Item 7 Management’s Discussion and Analysis of  Financial Condition and Results of Operations

 Liquidity Management Policies

 Liquidity Reserves, page 78

1. We note your response to our prior comment five .  Please confirm for us that, in addition
to including total assets by investment, you w ill also disclose the ease with which these
assets could be liquidated.  To the extent any of these assets are pledged as collateral in
the future, please include that information in your disclosure.
 Item 8 Financial Statements and Supplementary Data

 Notes to Consolidated Financial Statements

4. Fair Value Disclosures, page 135

2. We note your response to our prior comments 12 and 13.  Please confirm for us that you
will disclose further detail of the investment line item by asset type (private equity fund, real estate funds, hedge funds , etc.) and whether the company expects to provide any
financial support to these funds on a voluntary basis.

3. We note your response to our prior comment 15.  Please quantify for us the impact your
credit review process has had on the carrying value of loans originated by the company.
Please tell us how you determined any negativ e valuation adjustment or allowance from
the subsequent credit review process did not re late to factors that existed when the loans
were originated.

Ruth Porat Morgan Stanley July 1, 2010 Page 3

Form 10-Q for the quarterly period ended March 31, 2010

 General

 4. We note your disclosure beginning on page 27 of the Form 10-K for the year ended
December 31, 2009 regarding the various litig ation matters to which the Company is
exposed. We also note that you have not disc losed in your financial statement footnotes:
(i) the nature of the contingency;
(ii) the possible loss or range of loss; or
(iii) a statement that an estimate of the loss cannot be made
ASC 450 (formerly SFAS 5) indicates that if an  unfavorable outcome is determined to be
reasonably possible but not probable, or if  the amount of loss cannot be reasonably
estimated, accrual would be inappropriate, but  disclosure must be made regarding the
nature of the contingency and an estimate of th e possible loss or range  of possible loss or
state that such an estimate cannot be made.  Additionally, we note th at in instances, if
any, where an accrual may have been recorded  as all of the criteria in ASC 450-20-25-2
have been met, you have not disclosed the nature of the accrual or the amount of the
accrual which may be necessary in certain circumstances for the financial statements not
to be misleading, nor has there been disclosure indicating that  there is an exposure to loss
in excess of the amount accrued and what the additional loss may be for each particular
litigation matter.  Please revi se your disclosures beginning in  the second quarter Form 10-
Q to include all of the disclosures require d by paragraphs 1 and 3-5 of ASC 450-20-50.
In this regard, we do not believe that general boilerplate disclosure indicating that losses
may be higher than reserves currently accrue d by the Company or disclosure indicating
that the outcome of a matter may be material  to your operating resu lts for a particular
period satisfies the criteria in ASC 450.
 5. We note from news reports that you ha ve agreed to pay $102 million to the
Commonwealth of Massachusetts to  settle an outstanding lawsuit.  With respect to this
settlement, please tell us how you have co mplied with ASC 450-20 in prior periodic
filings.  Specifically, tell us when the loss met the probable and reasonably estimable
criteria described in paragraph 2 of ASC 450-20-25.  Additionally, tell us how you
determined that the loss contingency was not at least reasonably po ssible and that it was
not necessary to disclose the loss contingency related to this litigation or an estimate of
the possible loss or range of loss in prior peri odic filings in accordan ce with paragraphs 3
and 4 of ASC 450-20-50.
6. In your Form 10-Q for the quarter ended March 31, 2010, we note that you have not
provided any discussion concer ning investigations by author ities, which were recently
reported by several news outlets, related your  involvement with collateralized debt
obligations.  Please tell us why you did not in clude any discussion of these investigations
in your first quarter 10-Q.  Also, tell us wh ether you intend to include  disclosure in your
next quarterly report and if not, te ll us your basis for excluding it.

Ruth Porat Morgan Stanley July 1, 2010 Page 4

You may contact Jennifer Monic k, Senior Staff Accountant, at (202) 551-3295, or me at
(202) 551-3438 if you have questions.
Sincerely,

Robert Telewicz   Senior Staff Accountant