SecProbe.io

October 28, 2011
 Via E-mail

Ruth Porat Executive Vice President and Chief Financial Officer Morgan Stanley 1585 Broadway New York, NY 10036
Re: Morgan Stanley
 Form 10-K for Fiscal Year Ended December 31, 2010  Filed February 28, 2011
Form 10-Q for the Quarterly Period Ended March 31, 2011
 Filed May 9, 2011
Form 10-Q for the Quarterly Period Ended June 30, 2011 Filed August 8, 2011 File No. 001-11758

Dear Ms. Porat:
 We have reviewed your response dated August 5, 2011 and have the following
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 advising us when you will provide the
requested response.  Where we have requested  changes in future filings, please include a
draft of your proposed disclosure s that clearly identifies new or  revised disclosures.  If
you do not believe our comments apply to your facts and circumstances or do not believe
an amendment is appropriate, please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.  Form 10-Q for the Quarterly Period Ended March 31, 2011

 Item 2. Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 Executive Summary

 Significant Items

Ruth Porat
Morgan Stanley October 28, 2011 Page 2

Morgan Stanley Debt, page 80

 1. Refer to your response to prior comment 19.  We note your disclosure on page 32
of Form 10-Q for the Quarterly Period Ended June 30, 2011 states, “the changes in overall fair value of the short-term  and long-term borrowings (primarily
structured notes) are attributable to ch anges in foreign currency exchange rates,
interest rates, movements in the referen ce price or index for structured notes and
(as presented in the table below) an adju stment to reflect the change in [your]
credit quality.”  To the extent a material  portion of the changes in value resulted
from movement of a specific reference pr ice or changes in a particular index,
please revise your future filings to discu ss and quantify the amount of gain or loss
experienced related to such reference prices or indices.
 Form 10-Q for the Quarterly Period Ended June 30, 2011

 Notes to Condensed Consolidated Financial Statements

 1.  Introduction and Basis of Presentation

 Basis of Financial Information, page 9

2. You disclose that prior to June 30, 2011 you accounted for physical commodities
swap transactions as sales and purchases instead of financings .  Please summarize
this transaction for us in more detail , including the busin ess purpose for the
transaction and how you earn a profit/loss on such a transaction.  Explain to us
why there was no change in the results  of operations when you converted to
treating this transaction as a financing in the quarter ended June 30, 2011.  Also,
provide us with your accounting analysis  to support your conclusion to account
for these transactions as financings rather than as sales and purchases.

You may contact Staci Shannon, Staff Acc ountant, at (202) 551-3374 or me at
(202) 551-3494 if you have questions regard ing comments on the financial statements
and related matters.  Please contact Michae l Seaman, Special Couns el, at (202) 551-3366
or Suzanne Hayes, Assistant Director, at (202) 551-3675 with any other questions.

Sincerely,
   /s/ Kevin W. Vaughn    Kevin W. Vaughn  Accounting Branch Chief