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SEC Company Response from MORGAN STANLEY (MS, MS-PA, MS-PE, MS-PF, MS-PI, MS-PK, MS-PL, MS-PO, MS-PP, MS-PQ) (CIK 0000895421) (MS) — Feb 22, 2010

MORGAN STANLEY (MS, MS-PA, MS-PE, MS-PF, MS-PI, MS-PK, MS-PL, MS-PO, MS-PP, MS-PQ) (CIK 0000895421)
Date: Feb. 22, 2010 · CIK: 0000895421 · Accession: 0001193125-10-036488

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File numbers found in text: 001-11758

Date
February 22, 2010
Author
/s/ Paul C. Wirth
Form
CORRESP
Company
MORGAN STANLEY (MS, MS-PA, MS-PE, MS-PF, MS-PI, MS-PK, MS-PL, MS-PO, MS-PP, MS-PQ) (CIK 0000895421)

Letter

Division of Corporation Finance Securities and Exchange Commission Re: Form 10-K for Fiscal Year Ended November 30, 2008 filed January 29, 2009 Form 10-Q for Quarterly Period Ended March 31, 2009 filed May 7, 2009 File No. 001-11758

Dear Mr. Telewicz:

Morgan Stanley (the “Company”) is pleased to supplement its February 8, 2010 response to your letter of December 29, 2009, concerning its Annual Report on Form 10-K for the fiscal year ended November 30, 2008 and its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009. In consideration of our telephone conversation of February 18, 2010, we have prepared, in Appendix 1, draft disclosures that will appear in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 to address your comments.

* * * * *

In connection with responding to your comments, we acknowledge that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

•

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

•

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities law of the United States.

Please feel free to contact me at 212-761-6686 if you would like further clarification or additional information.

Sincerely,
/s/ Paul C. Wirth

Show Raw Text
CORRESP
1
filename1.htm

Correspondence 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.

 February 22, 2010

 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

Form 10-Q for Quarterly Period Ended March 31, 2009 filed May 7, 2009

File No. 001-11758

 Dear Mr. Telewicz:

 Morgan Stanley (the “Company”) is pleased to supplement its February 8, 2010 response to your letter of December 29, 2009,
concerning its Annual Report on Form 10-K for the fiscal year ended November 30, 2008 and its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009. In consideration of our telephone conversation of February 18,
2010, we have prepared, in Appendix 1, draft disclosures that will appear in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 to address your comments.

 *        *        *        *        *

 In connection with responding to your comments, we acknowledge that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

•

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

•

 the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities law of
the United States.

 Please feel free to contact me at 212-761-6686 if you would like further clarification or additional
information.

 Sincerely,

 /s/ Paul C. Wirth

Paul C. Wirth

Finance Director and Controller

 cc:

Ruth Porat, Chief Financial Officer

Jennifer Monick, Securities & Exchange Commission

Gregory G. Weaver, Deloitte & Touche LLP

James V. Schnurr, Deloitte & Touche LLP

 2

 Appendix 1

 [*]

 3