Exhibit 12

Morgan Stanley

Ratio of Earnings to Fixed Charges

and Ratio of Earnings to Fixed Charges and Preferred Stock Dividends

(dollars in millions)

	Nine Months Ended			One Month Ended			Fiscal Year
	September 30, 2009			December 31, 2008			2008		2007		2006		2005		2004
Ratio of Earnings to Fixed Charges
Earnings:
(Loss) income before income taxes(1)	$	(312	)	$	(2,023	)	$	787	$	3,275	$	8,950	$	5,923	$	5,152
Add: Fixed charges, net		5,864			1,038			37,704		57,514		41,021		23,688		14,114
Income (loss) before income taxes and fixed charges, net	$	5,552		$	(985	)	$	38,491	$	60,789	$	49,971	$	29,611	$	19,266
Fixed Charges:
Total interest expense	$	5,668		$	1,018		$	37,480	$	57,302	$	40,913	$	23,560	$	13,980
Interest factor in rents		196			20			224		212		108		128		89
Dividends on preferred securities subject to mandatory redemption		—			—			—		—		—		—		45
Total fixed charges	$	5,864		$	1,038		$	37,704	$	57,514	$	41,021	$	23,688	$	14,114
Ratio of earnings to fixed charges		*			*			1.0		1.1		1.2		1.3		1.4
Ratio of Earnings to Fixed Charges and Preferred Stock Dividends
Earnings:
(Loss) income before income taxes(1)	$	(312	)	$	(2,023	)	$	787	$	3,275	$	8,950	$	5,923	$	5,152
Add: Fixed charges, net		5,864			1,038			37,704		57,514		41,021		23,688		14,114
Income (loss) before income taxes and fixed charges, net	$	5,552		$	(985	)	$	38,491	$	60,789	$	49,971	$	29,611	$	19,266
Fixed Charges:
Total interest expense	$	5,668		$	1,018		$	37,480	$	57,302	$	40,913	$	23,560	$	13,980
Interest factor in rents		196			20			224		212		108		128		89
Dividends on preferred securities subject to mandatory redemption		—			—			—		—		—		—		45
Preferred stock dividends		888			495			112		89		27		—		—
Total fixed charges and preferred stock dividends	$	6,752		$	1,533		$	37,816	$	57,603	$	41,048	$	23,688	$	14,114
Ratio of earnings to fixed charges and preferred stock dividends		*			*			1.0		1.1		1.2		1.3		1.4

(1) (Loss) income from continuing operations before income taxes does not include dividends on preferred securities subject to mandatory redemption, gain/(loss) on discontinued operations, cumulative effect of accounting change (net), non-controlling interests and income or loss from equity investees.

Fixed charges consist of interest cost, including interest on deposits, interest on discontinued operations, dividends on preferred securities subject to mandatory redemption, and that portion of rent expense to be representative of the interest factor.

Fixed charges do not include interest expense on uncertain tax liabilities as the Company records these amounts within the Provision for income taxes.

The preferred stock dividend amounts represent pre-tax earnings required to cover dividends on preferred stock.

* The earnings for the nine month period ended September 30, 2009 and for the one month ended December 31, 2008 were inadequate to cover total fixed charges and total fixed charges and preferred stock dividends.

The coverage deficiencies for total fixed charges for the nine month period ended September 30, 2009 and for the one month ended December 31, 2008 were $312 million and $2,023 million, respectively.

The coverage deficiencies for total fixed charges and preferred stock dividends for the nine month period ended September 30, 2009 and for the one month ended December 31, 2008 were $1,200 million and $2,518 million, respectively.