January 26, 2021
VIA EDGAR AND E-MAIL
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549
| Attention: | Eric Envall | |
| Re: | Morgan Stanley | |
| Registration Statement on Form S-4 | ||
File No. 333-251157 |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Morgan Stanley, a Delaware corporation (the “Registrant”), hereby requests acceleration of effectiveness of its registration statement on Form S-4 (File No. 333-251157), as amended, to 4:30 PM Eastern Time on January 29, 2021, or as soon as practicable thereafter.
The Registrant hereby authorizes Brian Wolfe of Davis Polk & Wardwell LLP to orally modify or withdraw this request for acceleration.
Please contact Brian Wolfe of Davis Polk & Wardwell LLP at (212) 450-4140 or brian.wolfe@davispolk.com with any questions you may have concerning this request, and please notify him when this request for acceleration has been granted.
| Very truly yours, | |
| /s/ Martin M. Cohen | |
Corporate Secretary Morgan Stanley |
cc: | Marc O. Williams, Davis Polk & Wardwell LLP |