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
