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SEC Response Letter

 CONFIDENTIAL TREATMENT OF

 CERTAIN DESIGNATED PORTIONS

 OF THIS LETTER HAS BEEN

 REQUESTED BY MORGAN

 STANLEY. SUCH CONFIDENTIAL

 PORTIONS HAVE BEEN OMITTED,

 AS INDICATED BY [*] IN THE TEXT,

 AND SUBMITTED TO THE

 COMMISSION.

 May 29, 2009

 By U.S. Mail & Facsimile to 202-772-9209

 Mr. Robert Telewicz

 Senior Staff Accountant

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F. Street, N.E.

 Mail Stop 4561

 Washington, DC 20549

Re:
Form 10-K for Fiscal Year Ended November 30, 2008 filed January 29, 2009

Proxy Statement filed March 25, 2009

File No. 001-11758

 Dear Mr. Telewicz:

 Morgan Stanley (the “Company”) is pleased to respond to your letter of April 9, 2009, concerning its Annual Report on Form 10-K (“Form 10-K”)
for the fiscal year ended November 30, 2008 and its 2009 Proxy Statement (“Proxy Statement”). For your convenience, we have restated your comments below.

 Form 10-K for the year ended November 30, 2008

 Item 1. Business

 Additional Regulation of U.S. Entities, page 15

 Comment:

1.
 Please tell us the net capital requirements imposed by the CFTC on MS&Co. as a registered futures commission merchant. Also, provide a more detailed description
of the

regulatory requirements imposed by the CFTC and the NFA on your subsidiaries. Please confirm that you will provide this disclosure in future filings.

 Response:

 Pursuant to the U.S.
Commodity Futures Trading Commission (“CFTC”) Rule 1.17(a)(1)(i), Morgan Stanley & Co. Incorporated (“MS&Co.”), as a registered futures commission merchant that is also a securities broker or dealer, must maintain
adjusted net capital equal to or in excess of the amount of net capital required by Rule 15c3-1(a) of the Securities and Exchange Commission (“SEC”) (17 CFR 240.15c3-1(a)); provided, however, that pursuant to CFTC Rule 1.17(c)(6)(i),
MS&Co. has elected to compute its adjusted net capital using the alternative capital deductions that, under SEC Rule 240.15c3-1(a)(7), the SEC has approved by written order.

 In addition to satisfying this net capital requirement, MS&Co., as a registered futures commission merchant, must comply with numerous regulatory requirements imposed by the CFTC, the National Futures Association
(“NFA”) and other self-regulatory organizations such as designated contract markets and designated clearing houses of which it is a member. These regulatory requirements address obligations related to, among other things, the registration
of the futures commission merchant and certain of its associated persons, membership with the NFA, the segregation of customer funds and the holding apart of a secured amount, the receipt of an acknowledgement of certain written risk disclosure
statements, the receipt of trading authorizations, the furnishing of daily confirmations and monthly statements, recordkeeping and reporting obligations, the supervision of accounts, and antifraud prohibitions. Among other things, the NFA has rules
covering a wide variety of areas such as advertising, telephone solicitations, risk disclosure, discretionary trading, disclosure of fees, minimum capital requirements, reporting and proficiency testing.

 MS&Co. has affiliates that are registered as commodity trading advisers (“CTAs”) and/or commodity pool operators (“CPOs”). Under CFTC and NFA
Rules, CTAs that manage accounts must distribute disclosure documents, and maintain specified records relating to their activities and clients. Under CFTC and NFA rules, CPOs have certain responsibilities with respect to each pool it operates. For
each pool, a CPO must prepare and distribute a disclosure document; distribute periodic account statements; prepare and distribute audited annual financial reports; and keep specified records concerning the participants, transactions, and operations
of each pool, as well as records regarding transactions of the CPO and its principals.

 As of November 30, 2008, MS&Co.’s net capital
requirement was $922 million. This amount takes into account the requirements imposed by the CFTC and the SEC. The Company will provide a more detailed description of the regulatory requirements imposed by the CFTC and the NFA on the Company’s
subsidiaries in its relevant future SEC filings.

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 Item 3. Legal Proceedings, page 28

 Comment:

2.
Please tell us the relief sought by plaintiffs in each of the litigation matters that you have disclosed. Also, tell us the factual basis alleged to underlie each of the proceedings
if it has not already been disclosed. Please confirm that you will provide similar disclosure in future filings.

 Response:

 In the Form 10-K, the Company disclosed, among other things, that it has been named, from time to time, as a defendant in various legal actions,
including arbitrations, class actions and other litigation, arising in connection with its activities as a global diversified financial services institution. Certain of the actual or threatened legal actions include claims for substantial
compensatory and/or punitive damages or claims for indeterminate amounts of damages. In addition, the Company described certain litigation matters more specifically, which the Company categorized as the IPO Allocations Matters, Residential
Mortgage-related Matters, Auction Rate Securities Matters and Environmental Matters.

 As an initial matter, the amount of damages at issue in the cases
disclosed in this section, even if unspecified, are less than the threshold set forth in Instruction 2 of the Instructions to Item 103 of Regulation S-K (“Item 103”) (“No information need be given with respect to any proceeding
that involves primarily a claim for damages if the amount involved, exclusive of interests and costs, does not exceed 10 percent of the current assets of the registrants and its securities on a consolidated basis”). Accordingly, the litigation
disclosures in Item 3 of the Form 10-K are intended to provide investors with additional information beyond that required by Item 103.

 IPO
Allocation Matters

 The damages sought in In re Initial Public Offering Securities Litigation are unspecified. Beyond class action
status, the relevant prayers for relief seek “damages,” pre- and post-judgment interest, fees and costs, and such other relief as the Court may deem “just and proper.” As the Company disclosed in the Form 10-K and
further disclosed in the Company’s March 31, 2009 Quarterly Report on Form 10-Q (the “First Quarter 2009 Form 10-Q”), the parties have reached an agreement to settle this matter. The alleged factual basis for this proceeding,
is stated on page 28 of the Form 10-K.

 The relief sought in the derivative actions filed in the Western District of Washington, now captioned In
re Section 16(b) Litigation, is also unspecified. As disclosed in the Form 10-K, plaintiffs principally seek to recover profits generated in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended. Beyond
that, the prayer for relief asks for pre- and post-judgment interest, fees and costs, and such other relief as the court may deem “just and equitable.” The alleged factual basis for this proceeding, as disclosed in the Form 10-K, is
that the Company and other firms earned “short swing” profits, allegedly in violation of Section 16(b), while acting as underwriters in the initial public offerings for the subject companies. To

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avoid the statutory exception for underwriters contained in Section 16, plaintiffs also allege that defendants lacked good faith in connection
with their underwriting activities because of alleged laddering activities and an alleged scheme to share in customer profits. As disclosed in the First Quarter 2009 Form 10-Q, the court in the matter granted defendants’ motions to dismiss
these cases and an appeal is now pending.

 Residential Mortgage-related Matters

 In this subsection of the Form 10-K, the Company identified several different types of civil litigation. The first category concerns various lawsuits brought under Sections 11 and 12 of the Securities Act of 1933, as
amended, related to the Company’s role as a member of the syndicates that underwrote offerings of securities and mortgage pass through certificates for various entities that have been exposed to subprime and other mortgage-related losses.

 The Company, as part of its normal business, regularly underwrites securities offerings for various issuers, including financial institutions. When these
issuers experience financial difficulties after an offering, the Company is routinely named as one of the underwriter defendants in the litigation related to the offering at issue together with other members of the relevant underwriting syndicates.
As such, this litigation is generally incidental to the business of underwriting offerings of securities and thus does not ordinarily need to be disclosed under Item 103.

 Nevertheless, because the residential mortgage crisis has led to a larger than normal number of cases related to offerings for financial institutions, the Company decided to disclose the general nature of these cases,
the identities of the financial institutions to which they relate, and the jurisdictions in which these cases were pending. In this respect, the Company has gone beyond the disclosures provided by many of our peer firms which have also been named as
defendants in many of these cases. The Company also disclosed the fact that certain of these institutions had filed for bankruptcy protection. In addition, the Company included additional disclosure on page 130 of the First Quarter 2009 Form 10-Q.

 Given the large number of these actions, their legal and factual similarities, their early stage, and other factors, the Company believes that it is
appropriate to address this category of class actions in the aggregate as a general matter, while continuing to identify the individual issuers to which they relate. This category of cases usually concerns offerings related to twenty different
financial institutions. Accordingly, it would be confusing and repetitive to discuss them each separately, particularly since many of these matters involve multiple proceedings, multiple plaintiffs and multiple offerings. Nevertheless, as individual
cases progress, the Company will provide additional information concerning the relief sought and the factual basis of the claim for certain significant matters. For example, page 130 of the First Quarter 2009 Form 10-Q includes additional
disclosures regarding three of these purported class actions.

 In addition to the litigation discussed above, the Company also disclosed three other class
actions in this section: In re Morgan Stanley ERISA Litigation, Joel Stratte-McClure, et al. v. Morgan Stanley, et al., and Public Employees’ Retirement Systems of Mississippi v. Morgan Stanley, et al. The relief sought in these
cases includes class certification, unspecified compensatory

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damages, interest fees and costs. In addition to those types of relief, the plaintiffs in the Public Employees’ Retirement System of Mississippi v.
Morgan Stanley, et al. matter are also seeking unspecified rescissionary damages. The factual allegation related to these claims were summarized in the Form 10-K. The Company made additional disclosures on pages 130-131 of the First Quarter 2009
Form 10-Q.

 The remaining disclosures in this section of the Form 10-K related to the Shareholder Derivative Matter, styled Steve Staehr, Derivatively
on Behalf of Morgan Stanley v. John J. Mack, et al., and a lawsuit brought by the City of Cleveland against multiple financial institutions, including the Company. The shareholder derivative matter does not seek relief against the Company, and
instead seeks to assert claims on the Company’s behalf. The factual basis alleged to underlie this action is described in the Form 10-K as being related in large part to losses caused by certain subprime-related trading positions. There is
currently a motion to dismiss this case on the grounds that the shareholder demand requirement was not excused and therefore the shareholder does not have authority to assert a claim on behalf of the Company. If that motion is denied, the Company
will include additional disclosure concerning this matter in future filings.

 The lawsuit brought by the City of Cleveland seeks unspecified compensatory
damages, including damages related to items such as unspecified demolition costs associated with abandoned properties. The lawsuit has been brought against a large number of financial institutions, and contains few allegations specifically related
to the Company. As the Company disclosed in the Form 10-K, the lawsuit generally alleges that that the defendants’ activities in connection with securitizations of subprime loans created a “public nuisance” in Cleveland. On
May 15, 2009, the court presiding over this matter granted the defendants’ motion to dismiss the complaint.

 Auction Rate Securities Matters

 As stated in the Form 10-K, the primary relief sought in Miller v. Morgan Stanley & Co. Incorporated was damages,
attorneys’ fees and rescission; in Jamail v. Morgan Stanley et al. it was damages, attorneys fees and equitable and/or injunctive relief; in Bartholomew v. Morgan Stanley et al. it was damages, disgorgement, attorneys’
fees, and a declaration that the Company’s auction rate securities (“ARS”) transactions with the putative class members are void; and in Louisiana Municipal Police Employees Retirement System v. Mack, et al., and
Thomas v. Mack, et al., it is unspecified compensatory damages, restitution from the defendants with respect to compensation, benefits and profits obtained, and the institution of certain reforms to the Company’s internal
control functions. As disclosed in the First Quarter 2009 Form 10-Q, the Miller, Jamail and Bartholomew actions have each been voluntarily dismissed without prejudice.

 Each of these litigations concerns the failure of the ARS market in 2008. In Miller and Jamail, the plaintiffs’ primary factual premise, as stated in the Form 10-K, was that the
Company failed to disclose material facts with respect to ARS. In Bartholomew, again as stated in the Form10-K, it was that the Company made misrepresentations and omissions with respect to ARS and breached a fiduciary duty to the
putative class by failing to participate in auctions. In Louisiana Municipal Employees Retirement System and in Thomas the alleged factual basis was, among

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other things, that, over the relevant period, the Company’s public filings and statements were materially false and misleading in that they failed
to disclose the illiquid nature of its ARS inventories, that the Company’s practices in the sale of ARS exposed it to significant liability for settlements and judgments, and that during the relevant period certain
defendants sold the Company’s stock while in possession of material non-public information.

 Environmental Matters

 The disclosure in the Form 10-K concerning the proposed administrative settlement received from the U.S. Environmental Protection Agency states the amount of the proposed
civil penalty and the alleged factual basis for the proposed administrative settlement.

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

 General

 Comment:

3.
Please tell us what consideration you gave to disclosing the gain/loss on all items that are carried at fair value.

 Response:

 Although the Company recently converted to a bank holding
company, the Company historically has operated as a broker-dealer firm and our principal “accounting model” is fair value. Accordingly, the Company continues to risk manage and carry a significant amount of its financial instruments at
fair value. Therefore, a vast majority of changes in fair value are recorded in Principal transactions revenue. The Company discusses Principal transactions revenue by