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 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 15,
2013

 By U.S. Mail & Facsimile to (703) 813-6983

 Ms. Suzanne Hayes

 Assistant Director

Division of Corporation Finance

 Securities and
Exchange Commission

 100 F Street, N.E.

 Mail Stop 4561

 Washington, DC 20549

Re:
Morgan Stanley

 Form
10-K for Fiscal Year Ended December 31, 2011

 Filed February 27, 2012

Definitive Proxy Statement on Schedule 14A

 Filed April 5, 2012

 Form 10-Q for the Quarterly Period Ended
March 31, 2012

 Filed May 7, 2012

Form 10-Q for the Quarterly Period Ended September 30, 2012

Filed November 6, 2012

 Form 8-K

 Filed January 18, 2013

File No. 001-11758

Dear Ms. Hayes:

 Morgan Stanley (the
“Company”) is pleased to respond to your letter of January 18, 2013 concerning its Form 10-K for the fiscal year ended December 31, 2011 (“2011 Form 10-K”), the April 5, 2012 Definitive Proxy Statement (“2012
Proxy Statement”), the Form 10-Q for the

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quarterly period ended March 31, 2012 (“First Quarter Form 10-Q”), the Form 10-Q for the quarterly period ended September 30, 2012 (“Third Quarter Form 10-Q”) and
the Current Report on Form 8-K dated January 18, 2013.

 For your convenience, we have restated your comments below.

Form 10-K for Fiscal Year Ended December 31, 2011

 Comment:

 1. We note your response to comment 1 in our letter dated June 22, 2012.
Based on your response it appears that you may have experienced one or more security breaches or cyber attacks that did not result in a material adverse effect on your operations. If true, beginning with your next periodic filing, please simply
state this fact so investors are aware that you are currently experiencing these cyber risks.

 Response:

Beginning with the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 (“2012 Form 10-K”), the
Company will include a statement that it has been subject to security breaches and cyber attacks. The Company will revise its disclosures as follows (changes marked from the 2011 Form 10-K):

Our operations rely on the secure processing, storage and transmission of confidential and other information in our computer
systems. If one or more of such events occur, this potentially could Like other financial services firms, we have been and continue to be subject to unauthorized access, mishandling or misuse, computer viruses or malware,
cyber attacks and other events that. Events such as these could have a security impact on such our systems If one or more of such events occur, this potentially could and
jeopardize our or our clients’ or counterparties’ personal, confidential, proprietary or other information processed and stored in, and transmitted through, our computer systems. Furthermore, such events could cause interruptions or
malfunctions in our, our clients’, our counterparties’ or third parties’ operations, which could result in reputational damage, litigation or regulatory fines or penalties not covered by insurance maintained by us, and adversely
affect our business, financial condition or results of operations.

 Country Risk Exposure, page 118

Comment:

 2. Refer to your response to
comment 7 in our letter dated June 22, 2012. Please revise your disclosure in future filings to clarify the nature of the credit default swap (CDS) positions that you include in the “hedges” column, and separately clarify the nature
of the CDS positions that you include in the “inventory” column. Specifically, address how these respective CDS positions differ, and to the extent that you have included any indexed or tranched purchased credit derivatives in

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your table, indicate where they are disclosed in the table and quantify the related amounts. Clearly disclose how you computed the amounts presented related to any indexed or tranched positions.
In addition, disclose how you reflect your exposure within the table where credit risk crosses multiple jurisdictions. For example, clarify where CDS purchased from an issuer in a specific country is reflected within the table when the reference
bonds are issued by an entity in a different country.

 Response:

The Hedges column represents all CDS positions executed by the Counterparty Portfolio Management Desk (“CPM”) and the Portfolio
Management Group (“PMG”). CPM and PMG are responsible for hedging counterparty and lending credit risk exposures for the Company, respectively. Accordingly, CDS positions executed by CPM and PMG are identified as hedges in the Country Risk
exposure table.

 The Net Inventory column includes CDS positions executed by all other trading desks at the Company. As a
market maker, the Company transacts in these CDS positions to facilitate client trading.

 Index credit derivatives are included
in the Country Risk exposure tables. Each reference entity within an index is allocated to that reference entity’s country of risk. Index exposures are allocated to the underlying reference entities in proportion to the notional weighting of
each reference entity in the index, adjusted for any fair value receivable or payable for that reference entity.

 Tranched
credit derivatives and hedges are excluded from the Country Risk exposure tables because such exposures at a reference entity-level are not comparable to other exposures in the table. These exposures are not additive due to the contingent
nature of the risks in these products. For example, a purchase of protection on a 0-3% equity tranched credit derivative will only provide protection to the first 3% of defaults in the underlying portfolio and therefore adding exposures to all the
reference entities within that portfolio to the Country Risk exposure tables will lead to overstatement. Tranched credit derivative exposures are closely managed under the Company’s market risk limit framework, which includes country limits
based on credit spread sensitivities. In addition exposures are continually monitored using stress scenarios.

 Where credit
risk crosses multiple jurisdictions, for example, a CDS purchased from an issuer in a specific country (e.g., Germany) which references bonds issued by another entity (e.g., Greece), the fair value of the CDS is reflected in the Net
Counterparty Exposure column based on the country of the issuer (e.g., Germany). Further, the notional amount of the CDS adjusted for the fair value of the receivable/payable is reflected in the Net Inventory column based on the country of
the reference entity (e.g., Greece).

 Beginning with the 2012 Form 10-K, the Company will make appropriate amendments in
the footnotes to the Country Risk Exposure table to clarify the nature of CDS that are included in the Net Inventory and Hedges columns. The Company will also quantify the amounts related to single name and index credit derivatives included in the
Net Inventory column. Further, the Company will enhance its disclosures to discuss how exposures related index credit derivatives and CDS where credit risk crosses multiple jurisdictions are computed and/or presented in the Country Risk exposure
tables.

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 Comment:

 3. As a related matter, we note your disclosure on page 156 in your Form 10-Q for the Quarterly Period Ended September 30, 2012, that indirect exposures are identified through your counterparty
credit analysis as having a vulnerability or exposure to another country or jurisdiction, and we note your examples of such counterparties. Please further expand your disclosure, in future filings, regarding indirect risk to certain countries by
addressing the following:

•

 Disclose the nature of any stress testing you conduct related to your indirect exposures to certain countries, including the significant parameters of
your stress testing.

•

 Address the extent to which you evaluate the potential implications of one or more countries exiting the Eurozone within your counterparty credit
analysis and stress tests.

•

 Discuss the most significant implications of your indirect exposure, and to the extent that redenomination and revaluation risk are considered in your
analysis and stress tests, disclose how you consider the implications of that risk.

 Response:

 Indirect exposures are identified through the credit evaluation process and may result in a reclassification of country
risk. Stress testing is based on the exposure’s country of risk, therefore, both direct and indirect risks are captured within stress tests. Examples of significant stress testing parameters are described below.

The Company’s periodic stress testing seeks to measure the impact of shocks stemming from negative economic or political scenarios.
These stress test scenarios may include a country exit from the Eurozone and possible contagion effects when deemed appropriate by the Company’s risk managers. The stress tests also consider second order risks such as the impact for core
European banks of their peripheral exposures.

 The Company conducts legal and documentation analysis of its exposures to
counterparties in peripheral jurisdictions to identify the risk that such exposures could be redenominated into another currency or subject to capital controls in the case of a country exit from the Eurozone. This analysis, and results of the stress
tests, may result in the amendment of limits or exposure mitigation.

 Beginning with the 2012 Form 10-K, the Company will
revise its disclosures as follows (changes marked from the Third Quarter Form 10-Q):

 Country risk exposure is the risk that
events within a country, such as currency crisis, regulatory changes and other political events, will adversely affect the ability of the sovereign government and/or obligors within the country to honor their obligations to the Company. Country risk
exposure is measured in accordance with the Company’s internal risk management standards and includes obligations from sovereign governments, corporations, clearinghouses and financial institutions. The Company actively manages country
risk exposure through a comprehensive risk management framework that combines credit and market fundamentals and allows the Company to effectively identify, monitor and limit country risk. Country risk exposure before and after hedges is monitored
and managed.

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 The Company’s obligor credit evaluation process may also identify indirect
exposures whereby an obligor has vulnerability or exposure to another country or jurisdiction. Examples of indirect exposures include mutual funds that invest in a single country, offshore companies whose assets reside in another
country to that of the offshore jurisdiction and finance company subsidiaries of corporations. Indirect exposures identified through the credit evaluation process may result in a reclassification of country risk.

The Company conducts periodic stress testing that seeks to measure the impact on the Company’s credit and market exposures of
shocks stemming from negative economic or political scenarios. When deemed appropriate by the Company’s risk managers, the stress test scenarios include country exit from the Eurozone and possible contagion effects. Second order risks such as
the impact for core European banks of their peripheral exposures may also be considered. The Company also conducts legal and documentation analysis of its exposures to obligors in peripheral jurisdictions, which are defined as exposures in Greece,
Ireland, Italy, Portugal and Spain to identify the risk that such exposures could be redenominated into new currencies or subject to capital controls in the case of country exit from the Eurozone. This analysis, and results of the stress tests, may
result in the amendment of limits or exposure mitigation.

 Note 22. Income Taxes, page 244

Comment:

 4. Refer to your response to
comment 12 in our letter dated June 22, 2012, and please address the following:

•

 You state that on a consistent basis, no single Non-U.S. jurisdiction where you routinely operate has historically had material profit before tax and
contributed a disproportionate amount to the tax provision to warrant separate disclosure in the current and deferred provision table. Please clarify this statement by telling us whether there are single Non-U.S. jurisdictions that have had material
profit before tax and/or contributed a material amount to the tax provision or effective tax rate reconciliation for any of the periods presented, regardless of whether you routinely operate in that jurisdiction.

•

 If so, confirm that you will revise your future filings to provide the appropriate quantification of these items as requested in our prior comment 12.

 Response:

 In addition to the response the Company provided in the letter dated July 26, 2012, the Company would like to further note that Morgan Stanley is a global financial services firm that, through its
subsidiaries and affiliates, conducts its business around the world including its principal overseas

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operations in the United Kingdom, Japan and Hong Kong (previously referred to as locations where the Company “routinely operates”). These regional hub locations generally account for
the majority of the Company’s Non-U.S. earnings, and similarly, the income tax provision associated with these jurisdictions also generally accounts for the majority of the Company’s Non-U.S. income tax provision. Additionally, the
effective tax rates associated with earnings in these jurisdictions are not dissimilar to the effective tax rate associated with the Company’s domestic operations due to either comparable local statutory tax rates or, in certain years, the
Company’s treatment of these Non-U.S. earnings as available for repatriation (i.e., not permanently reinvested).

 There have been periods
when a discrete item in relation to one of these jurisdictions has had a material impact on the consolidated effective tax rate, but in those periods the item and its impact have been separately disclosed in the footnote below the effective tax rate
table.

 Beginning with the 2012 Form 10-K, the Company will revise its disclosure to provide the Non-U.S. jurisdictions that contributed a
material amount to the tax provision to warrant separate disclosure in the current and deferred provision table by including the United Kingdom, Japan and Hong Kong in the table and by providing a footnote to the table for any other significant
jurisdictions.

 Further, beginning with the 2012 Form 10-K, the Company will revise its disclosure to clarify the extent to which the Non-U.S.
earnings line item within the Company’s tax rate reconciliation includes the impact on the Company’s effective tax rate due to changes in enacted foreign tax rates, changes in the Company’s determination that certain unremitted
foreign earnings are reinvested indefinitely, and changes in the amount of foreign earnings derived from jurisdictions with tax rates different from the Company’s U.S. tax rate.

 Definitive Proxy Statement on Schedule 14A

 Comment:

5. We note your response to comment 15 in our letter dated June 22, 2012 and your disclosure indicating that your financial and
non-financial priorities are not weighted and are not formulaic. We also note from your disclosure on page 28 of your proxy statement that the 25% in Mr. Gorman’s compensation “reflect[ed] the fact that the Company did not fully meet
certain financial priorities.” In your response you indicate that failure to meet the ROE priority was “the significant financial factor” in determining to reduce Mr. Gorman’s compensation by 25%. When achievement or failure
to meet a performance priority, whether formulaic or not, has a significant impact on compensation decisions, we believe the target should be disclosed. Please provide us with draft disclosure as it would have appeared in your