On June 23, 2009, Morgan Stanley (the "Company") filed a Certificate of Elimination with the Secretary of State of the State of Delaware to eliminate its Fixed Rate Cumulative Perpetual Preferred Stock, Series D (the "Series D Stock"), which was repurchased by the Company on June 17, 2009, as previously disclosed. The Certificate of Elimination (a) eliminated the previous designation of 10,000,000 shares of Series D Stock, none of which were outstanding at the time of filing, (b) upon such elimination, caused such shares of Series D Stock to resume their status as undesignated shares of preferred stock of the Company, and (c) eliminated from the Amended and Restated Certificate of Incorporation of the Company all references to the Series D Stock. A copy of the Certificate of Elimination is attached hereto as Exhibit 3 and incorporated by reference herein.

(d) Exhibits.

   Exhibit
    Number     Description
      3        Morgan Stanley Certificate of Elimination of the
               Fixed Rate Cumulative Perpetual Preferred Stock,
               Series D.