I. A special meeting of shareholders (the "Special Meeting") of Morgan Stanley (the "Company") was held on February 9, 2009.

The Company's shareholders voted on two proposals at the Special Meeting. These proposals are summarized below and are described more fully in the proxy statement dated January 7, 2009 (the "Proxy Statement"), as filed with the Securities and Exchange Commission.

· Proposal One: To approve the conversion terms of the Company's Series B Non-Cumulative Non-Voting Perpetual Convertible Preferred Stock (the "Series B Preferred Stock"), the issuance of the Company's common stock pursuant to such terms and the potential equity issuances contemplated by the Investor Agreement, dated as of October 13, 2008, as amended, by and between the Company and Mitsubishi UFJ Financial Group, Inc.

· Proposal Two: To approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if (a) there are insufficient votes at the time of the Special Meeting to approve Proposal One or (b) a quorum is not present at the time of the Special Meeting.

The approval of Proposal One required the affirmative vote of a majority of votes cast on the proposal at the Special Meeting, provided that the total vote cast on the proposal represented over 50% of all shares of common stock entitled to vote on the proposal. The approval of Proposal Two required the affirmative vote of a majority of the shares of common stock represented in person or by proxy at the Special Meeting.

The total votes cast represented over 50% of all shares of common stock entitled to vote at the meeting. Shareholders approved both Proposal One and Proposal Two by the requisite votes necessary, as indicated below. The number of votes cast for or against and the number of abstentions and broker non-votes with respect to each proposal is set forth below. The Company's independent inspector of election reported the vote of the shareholders as follows (percentages are of all shares of common stock represented in person or by proxy at the Special Meeting):

                                                                   Broker
                         For          Against         Abstain     Non-vote

Proposal One     695,565,692        6,463,239       1,870,099           *
                        98.8 %            0.9 %           0.3 %

Proposal Two     633,928,831       68,298,616       1,671,583           *
                        90.1 %            9.7 %           0.2 %

II. In an unrelated matter, Morgan Stanley announced today that it has recently uncovered actions initiated by an employee based in China in an overseas real estate subsidiary that appear to have violated the Foreign Corrupt Practices Act. Morgan Stanley terminated the employee, reported the activity to appropriate authorities and is continuing to investigate the matter.