Item 8.01. Other Events.

On June 17, 2009, Morgan Stanley (the "Company") repurchased 10,000,000 shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series D, par value $0.01 per share, liquidation preference $1,000 per share (the "Preferred Stock") that the Company issued to the U.S. Department of the Treasury in October 2008, at the liquidation preference amount plus accrued and unpaid dividends, for an aggregate repurchase price of $10,086 million.

As a result of the Company's repurchasing the Preferred Stock, the Company will incur a one-time, non-cash negative adjustment of $892 million in its calculation of basic and diluted earnings per share (reduction to earnings (losses) applicable to the Company's common shareholders) for the three and six month periods ended June 30, 2009 due to the accelerated amortization of issuance discount for the Preferred Stock. The repurchase of such Preferred Stock will be accretive to earnings per common share in subsequent quarters.

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