MORGAN STANLEY — Director's Dealing 2010

Oct 22, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MORGAN STANLEY (MS)
CIK: 0000895421
Period of Report: 2010-10-21

Reporting Person: MACK JOHN J (Director, Chairman of the Board)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-10-21	Common Stock	J	28900	$24.85	Acquired	2249387.243	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	875.369	Indirect
Common Stock	356800	Indirect

Footnotes

F1: On October 21, 2010, the Reporting Person substituted assets of equal value into a grantor retained annuity trust in exchange for 28,900 shares of Common Stock.

F2: Since the Reporting Person's last report, 107,500 shares of Common Stock previously reported as indirectly beneficially owned by grantor retained annuity trust were transferred back to the Reporting Person in satisfaction of an annuity payment.