CONFIDENTIAL TREATMENT OF THIS LETTER
HAS BEEN REQUESTED BY MORGAN STANLEY.
SUCH CONFIDENTIAL INFORMATION HAS BEEN
OMITTED, AS INDICATED BY [*] IN THE TEXT, AND
SUBMITTED TO THE COMMISSION.
1585 Broadway
New York, NY 10036
February 1, 2006
Mr. Donald Walker
Senior Assistant Chief Accountant
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Form 10-K for the fiscal year ended November 30, 2004
File No. 001-11758
Dear Mr. Walker:
Morgan Stanley (the “Company”) is pleased to respond to your letter of January 23, 2006 concerning its Form 10-K for the fiscal year ended November 30, 2004 (the “filing”). For your convenience, we have restated your comment in full.
Management’s Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting Policies
Fair Value, page 61
| Comment: | We note your response to comment 1 from our letter dated December 15, 2005 that you apply the AICPA Broker-Dealer Guide to your activities unless other specialized industry guidance, including AICPA Audit Guides, is required to be applied to the operation of an individual subsidiary. Please tell us all the types of positions, aside from securities and derivatives that you account for at fair value as inventory under the AICPA Broker-Dealer Guide. Please indicate the specific nature of each type of financial and non-financial position that you fair value and explain your basis for applying fair value accounting. | |
| Response: | [*] | |
[*] CONFIDENTIAL TREATMENT
REQUESTED BY MORGAN STANLEY
[*]
*****
In connection with responding to your comment, we acknowledge 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 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 212-761-4508 or Paul C. Wirth, our Controller and Principal Accounting Officer at 212-761-6686, if you would like further clarification or additional information.
Sincerely,
/s/ David H. Sidwell
David H. Sidwell
Chief Financial Officer
cc: Michael Volley, Securities & Exchange Commission
Robert Walsh, Deloitte & Touche, LLP
James V. Schnurr, Deloitte & Touche, LLP