SecProbe.io

January 31, 2011
 Ruth Porat Chief Financial Officer Morgan Stanley 1585 Broadway
New York, NY  10036

Re: Morgan Stanley
Form 10-Q for Quarterly Period Ended
  September 30, 2010   Filed November 8, 2010
File No. 001-11758

Dear Ms. Porat:
 We have reviewed your response letter da ted January 14, 2011 and have the following
additional comments.  In 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  January 31, 2011 Page 2

Form 10-Q for the quarterly period ended September 30, 2010

 Financial Statements

 Notes to Condensed Consolidated Financial Statements

 11. Commitments, Guarantees and Contingencies

 Other Guarantees and Indemnities

 Representation and Warranties on Cert ain Securitized Assets, page 67

 1. We have considered your response to our prior comment one.  Please clarify for us
whether your exposure to the representations and warranties discussed in your response
stems from your activities as a loan orig inator, servicer or  the underwriter of
securitization transa ctions.  As part of your response,  please provide some quantification
of the volume of similar activity that is poten tially subject to similar repurchase requests
in the future, such as volume of loans sold or securitized as well as whether similar activities continue to occur.  In addition, please consid er enhancing your disclosure to
include this information.

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Liquidity and Capital Resource, page 118

2. We note your disclosure on page 122 of your  Form 10-Q that your Global Liquidity
Reserve of $162 billion as of September 30, 2010  is made up of all unencumbered assets
that are not pledged as collate ral on either a mandatory or a voluntary basis and that they
do not include other unencumbered assets that are available to the Company for
additional monetization.   Please tell us if you are aware of a ny instances where certain of
the assets included as part of  your Global Liquidity Reserve disclosure may have in fact
been subject to a lien or other encumbrance a nd thus not appropriately  included as part of
the Global Liquidity Reserve.  As part of your response, please discuss the following, and
consider revising the appropriate  sections of your future Exch ange Act filings to address
the following:

a. Discuss the circumstances surrounding any s ituations where this may have occurred
and how they were identified;
b. Quantify the amount(s) and period(s) impacted;
c. Discuss the changes or steps taken to ensure  that any of these t ypes of situations do
not occur in the future; and
d. Discuss the Company’s conclusions regard ing how any circumstances, if any, where
amounts were improperly included in the Globa l Liquidity Reserve were not material
to the periodic reports affected.

Ruth Porat
Morgan Stanley  January 31, 2011 Page 3

You may contact Jennifer Moni ck, Senior Staff Accountan t, at 202-551-3295 or me at
202-551-3438 if you have questions.
Sincerely,

Robert Telewicz   Senior Staff Accountant