SecProbe.io

April 29, 2015

Via E-Mail
James Gorman
Chief Executive  Officer
Morgan Stanley
1585 Broadway
New York, New York  10036

Re: Morgan Stanley
 Form 10-K for Fiscal Year Ended December 31, 2014
Filed March 2, 201 5
File No. 001-11758

Dear Mr. Gorman :

We have limited our review  of your filing  to the financial statements and related
disclosures 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Management’s Discussion and Analysis of Financial Conditi on and Results of Operations, page
55

Business Segments, page 64

Wealth Management, page 76
1. We note your breakdown of the Investment Management segment assets under
management by asset class and accompanying rollforward  on page 82.  Considering the
significance of the fee -based client assets managed within your Wealth Management
segment, tell us how you considered providing similar disclosure for the fee -based client
assets of $785 billion as of December 31, 2014 in the Wealth Management segment as
noted on page 77.  As part of your response, please address the following:
 Please revise your future filings to provide a breakdown of the Wealth Management
fee-based client assets, with a reconciling rollforward of the assets within each asset
class.

James Gorman
Chief Executive  Officer
Morgan Stanley
 April 29, 2015
 Page 2

  Please present the rollforwards by each asset class, and separately quantify your gross
inflows and outflows, as well as distributions for a realization event, market
appreciation/depreciation, and effects of foreign currency cha nges, if material.
 Please revise your rollforward for the Investment Management segment on page 82
accordingly.
 Disclose the average fee rate by asset class for the assets managed by each segment.

We urge all persons who are responsible for the accu racy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts  relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

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

 the company may not as sert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Michael Henderson, Staff Accountant, at (202) 551 -3364  or Kevin W.
Vaughn, Accountant Bran ch Chief,  at (202) 551 -3494  if you have questions regarding comments
on the financial statements and related matters.  Please contact William Dorton, Staff Attorney,
at (202) 551 -3107 or me at (202) 551 -3675 with any other questions.

Sincerely,

 /s/ Kevin W. Vaughn for

Suza nne Hayes
Assistant Director