Item 8.01. Other Events

As previously announced, Morgan Stanley (the "Company") has agreed to participate in the Temporary Liquidity Guarantee Program of the Federal Deposit Insurance Corporation (the "FDIC") established pursuant to 12 C.F.R. Part 370 (the "Temporary Liquidity Guarantee Program"). In connection therewith, the Company and The Bank of New York Mellon (the "Trustee") entered into a fourth supplemental senior indenture, dated as of December 1, 2008, to the Company's Senior Indenture, dated as of November 1, 2004, between the Company and the Trustee (as supplemented through December 1, 2008, the "Senior Indenture"), pursuant to which certain provisions governing those senior unsecured debt securities of the Company that are to be covered by the FDIC's guarantee were incorporated into the Senior Indenture, as required under the Temporary Liquidity Guarantee Program.

On December 2, 2008, the Company completed the offer and sale of $2,250,000,000 of its 2.90% Notes Due 2010, $2,500,000,000 of its 3.25% Notes Due 2011, $500,000,000 of its Floating Rate Notes Due June 2011 and $500,000,000 of its Floating Rate Notes Due December 2011 and, on December 4, 2008, the Company completed the offer and sale of $475,000,000 of its Floating Rate Notes due 2011 (collectively, the "Notes"). Each series of Notes is guaranteed by the FDIC under the Temporary Liquidity Guarantee Program and was issued in the form of FDIC-guaranteed fixed rate senior note or FDIC-guaranteed floating rate senior note, as the case may be, that are filed as exhibits hereto. The Company may, from time to time, issue additional senior unsecured debt securities guaranteed by the FDIC pursuant to the Temporary Liquidity Guarantee Program using these forms of notes.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits Exhibit Number Description 4.1 Fourth Supplemental Senior Indenture dated as of December 1, 2008 4.2 Form of FDIC - guaranteed fixed rate senior note 4.3 Form of FDIC - guaranteed floating rate senior note

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