N-CSR 1 file1.htm


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM N-CSR

                   CERTIFIED SHAREHOLDER REPORT OF REGISTERED
                         MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-03639

Morgan Stanley Developing Growth Securities Trust
               (Exact name of registrant as specified in charter)

1221 Avenue of the Americas, New York, New York 10020
  (Address of principal executive offices)                      (Zip code)

Ronald E. Robison
1221 Avenue of the Americas, New York, New York 10020
                     (Name and address of agent for service)

Registrant's telephone number, including area code: 212-762-4000

Date of fiscal year end: September 30, 2006

Date of reporting period: September 30, 2006


Item 1 - Report to Shareholders

Welcome, Shareholder:

In this report, you’ll learn about how your investment in Morgan Stanley Developing Growth Securities Trust performed during the annual period. We will provide an overview of the market conditions, and discuss some of the factors that affected performance during the reporting period. In addition, this report includes the Fund’s financial statements and a list of Fund investments.

This material must be preceded or accompanied by a prospectus for the fund being offered.
Market forecasts provided in this report may not necessarily come to pass. There is no assurance that the Fund will achieve its investment objective. The Fund is subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.



Fund Report
For the year ended September 30, 2006

Total Return for the 12 Months Ended September 30, 2006


Class A Class B Class C Class D Russell
Midcap®
Growth
Index1
Lipper
Mid-Cap
Growth
Funds
Index2
7.23%   6.40   6.42   7.42   7.03   6.27
The performance of the Fund's four share classes varies because each has different expenses. The Fund's total returns assume the reinvestment of all distributions but do not reflect the deduction of any applicable sales charges. Such costs would lower performance. See Performance Summary for standardized performance and benchmark information.

Market Conditions

The U.S. markets experienced significant volatility over the 12 months ended September 30, 2006. The reporting period began on an upbeat note as the markets demonstrated a remarkable resiliency following the 2005 hurricane season and the subsequent devastation of much of the Gulf Coast region. Buoyed by healthy corporate profits and encouraged by the modest progression of the economy despite the high prices of oil and other commodities, stocks performed well in general. In an effort to cool down the economy and keep inflation at bay, the Federal Open Market Committee (the ‘‘Fed’’) continued their policy of monetary tightening by raising the federal funds target rate. Investors took these rate increases in stride and, amid good consumer data and retreating oil prices, their renewed enthusiasm propelled a market rally in the early weeks of 2006.

Although the year started off well, news regarding the weakening housing market and increasing concerns over the Fed's ability to keep inflation in check dampened investor sentiment. The upward momentum that drove returns in January started to weaken in February as investors encountered mixed economic and corporate news. This slowdown escalated into a steep sell-off in May and June, due in large part to the Fed's 16th and 17th consecutive rate increases. However, this turbulent activity began to abate when the Fed left the rate unchanged in its August meeting. This pause was well received by investors and the markets entered positive territory. By the end of the reporting period, the markets were performing moderately well as oil and commodity prices declined materially from their highs, interest rates remained stable and inflation appeared to be tamed.

The uncertainty facing the markets over the latter half of the reporting period prompted investors to avoid economically sensitive sectors in favor of more defensive and less cyclical areas of the markets. In this environment, value stocks generally outpaced growth stocks and mid-capitalization stocks performed reasonably well over the 12-month period.

Performance Analysis

Morgan Stanley Developing Growth Securities Trust Classes A and D shares outperformed and Classes B and C shares underperformed the Russell Midcap® Growth Index; all share classes outperformed the Lipper Mid-Cap Growth Funds Index for the 12 months ended September 30, 2006, assuming no deduction of applicable sales charges. Performance during this period was mainly attributed to stock selection and sector allocation decisions.

2




Over the 12-month period, the top contributing sectors relative to the Russell Midcap Growth Index included the technology sector, which greatly benefited from strong stock selection in computer services software and semiconductors firms. Another sector that helped was autos and transportation, where an overweight allocation along with productive holdings in transportation and logistic companies bolstered returns. In addition, stock picking in the ‘‘other’’ sector (which includes multi-industry companies) proved to be quite advantageous to the Fund.

Although the Fund profited from many positive inputs, some decisions detracted from its overall performance during the period. In the materials and processing sector, an underweight combined with selection in building materials firms and an avoidance of copper and steel companies had a negative impact on the Fund. Decisions to invest in commercial services and retail companies served to weaken performance in the consumer discretionary sector, which also suffered a moderate setback due to the Fund's overweight position. Finally, stock selection, particularly in diversified production and office furniture firms, hurt returns within the producer durables sector, even though an underweight allocation did help to mitigate the impact of the stock selection.

At the end of the reporting period, the consumer discretionary sector represented the largest sector weight in the Fund, followed by the financial services and health care sectors. The consumer discretionary sector also held the largest overweight position relative to the Russell MidCap Growth Index, while the financial services and health care sectors were both underweighted versus the Russell Midcap Growth Index.

There is no guarantee that any sectors mentioned will continue to perform as discussed herein or that securities in such sectors will be held by the Fund in the future.


TOP 10 HOLDINGS   
Ultra Petroleum Corp. (Canada)   4.8
Corporate Executive Board Co. (The)   3.8  
NII Holdings, Inc.   3.2  
Abercrombie & Fitch Co. (Class A)   3.1  
Expeditors International of Washington, Inc.   3.0  
Coach, Inc.   3.0  
Akamai Technologies, Inc.   2.9  
Iron Mountain Inc.   2.9  
Dade Behring Holdings, Inc.   2.9  
Loews Corp. – Carolina Group   2.7  

TOP FIVE INDUSTRIES   
Miscellaneous Commercial Services   6.7
Oil & Gas Production   6.5  
Air Freight/Couriers   5.7  
Other Consumer Services   5.5  
Casino/Gaming   4.0  
Data as of September 30, 2006. Subject to change daily. All percentages for top 10 holdings and top five industries are as a percentage of net assets. These data are provided for informational purposes only and should not be deemed a recommendation to buy or sell the securities mentioned. Morgan Stanley is a full-service securities firm engaged in securities trading and brokerage activities, investment banking, research and analysis, financing and financial advisory services.

3




Investment Strategy

The Fund will normally invest at least 65 percent of its assets in common stocks (including depositary receipts) and other equity securities. The Fund's ‘‘Investment Adviser,’’ Morgan Stanley Investment Advisors Inc., follows a flexible investment program in seeking to achieve the Fund's investment objective. The US Growth Team seeks to invest in high quality companies it believes have sustainable competitive advantages and the ability to redeploy capital at high rates of return. The US Growth Team typically favors companies with rising returns on invested capital, above average business visibility, strong free cash flow generation and attractive risk/reward. The US Growth Team generally considers selling an investment when it determines the company no longer satisfies its investment criteria.

For More Information About Portfolio Holdings

Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its semiannual and annual reports within 60 days of the end of the fund's second and fourth fiscal quarters. The semiannual reports and the annual reports are filed electronically with the Securities and Exchange Commission (SEC) on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the semiannual and annual reports to fund shareholders and makes these reports available on its public web site, www.morganstanley.com. Each Morgan Stanley fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters on Form N-Q. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, nor are the reports posted to the Morgan Stanley public web site. You may, however, obtain the Form N-Q filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC's web site, http://www.sec.gov. You may also review and copy them at the SEC's public reference room in Washington, DC. Information on the operation of the SEC's public reference room may be obtained by calling the SEC at (800) SEC-0330. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's e-mail address (publicinfo@sec.gov) or by writing the public reference section of the SEC, Washington, DC 20549-0102.

Proxy Voting Policy and Procedures and Proxy Voting Record

You may obtain a copy of the Fund's Proxy Voting Policy and Procedures without charge, upon request, by calling toll free (800) 869-NEWS or by visiting the Mutual Fund Center on our Web site at www.morganstanley.com. It is also available on the Securities and Exchange Commission's Web site at http://www.sec.gov.

You may obtain information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 without charge by visiting the Mutual Fund Center on our Web site at www.morganstanley.com. This information is also available on the Securities and Exchange Commission's Web site at http://www.sec.gov.

4




Householding Notice

To reduce printing and mailing costs, the Fund attempts to eliminate duplicate mailings to the same address. The Fund delivers a single copy of certain shareholder documents, including shareholder reports, prospectuses and proxy materials, to investors with the same last name who reside at the same address. Your participation in this program will continue for an unlimited period of time unless you instruct us otherwise. You can request multiple copies of these documents by calling (800) 350-6414, 8:00 a.m. to 8:00 p.m., ET. Once our Customer Service Center has received your instructions, we will begin sending individual copies for each account within 30 days.

5




Performance Summary

Performance of $10,000 Investment — Class B

6




Average Annual Total Returns — Period Ended September 30, 2006


  Class A Shares*
(since 07/28/97)
Class B Shares**
(since 04/29/83)
Class C Shares
(since 07/28/97)
Class D Shares††
(since 07/28/97)
Symbol   DGRAX   DGRBX   DGRCX   DGRDX
1 Year   7.23% 3    6.40% 3    6.42% 3    7.42% 3 
    1.60 4    1.40 4    5.42 4     
5 Years   12.18 3    11.30 3    11.33 3    12.41 3 
    10.97 4    11.04 4    11.33 4     
10 Years       6.47 3         
        6.47 4         
Since Inception   7.41 3    8.21 3    6.61 3    7.65 3 
    6.79 4    8.21 4    6.61 4     

Performance data quoted represents past performance, which is no guarantee of future results and current performance may be lower or higher than the figures shown. For most recent month-end performance figures, please visit www.morganstanley.com or speak with your Financial Advisor. Investment returns and principal value will fluctuate and fund shares, when redeemed, may be worth more or less than their original cost. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Performance for Class A, Class B, Class C, and Class D shares will vary due to differences in sales charges and expenses.

* The maximum front-end sales charge for Class A is 5.25%.
** The maximum contingent deferred sales charge (CDSC) for Class B is 5.0%. The CDSC declines to 0% after six years.
The maximum contingent deferred sales charge for Class C is 1.0% for shares redeemed within one year of purchase.
†† Class D has no sales charge.
(1) The Russell Midcap® Growth Index measures the performance of those Russell Midcap® Index companies with higher price-to-book ratios and higher forecasted growth values. The stocks are also members of the Russell 1000® Growth Index. Indexes are unmanaged and their returns do not include any sales charges or fees. Such costs would lower performance. It is not possible to invest directly in an index.
(2) The Lipper Mid-Cap Growth Funds Index is an equally weighted performance index of the largest qualifying funds (based on net assets) in the Lipper Mid-Cap Growth Funds classification. The Index, which is adjusted for capital gains distributions and income dividends, is unmanaged and should not be considered an investment. There are currently 30 funds represented in this Index.
(3) Figure shown assumes reinvestment of all distributions and does not reflect the deduction of any sales charges.
(4) Figure shown assumes reinvestment of all distributions and the deduction of the maximum applicable sales charge. See the Fund's current prospectus for complete details on fees and sales charges.
Ending value assuming a complete redemption on September 30, 2006.

7




Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and redemption fees; and (2) ongoing costs, including advisory fees; distribution and service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period 04/01/06 – 09/30/06.

Actual Expenses

The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled ‘‘Expenses Paid During Period’’ to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing cost of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) and redemption fees. Therefore, the second line of the table is useful in comparing ongoing costs, and will not help you determine the relative total cost of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.


  Beginning
Account Value
Ending
Account Value
Expenses Paid
During Period*
  04/01/06 09/30/06 04/01/06 –
09/30/06
Class A            
Actual (−7.31% return) $1,000.00 $   926.90 $4.98
Hypothetical (5% annual return before expenses) $1,000.00 $1,019.90 $5.22
Class B      
Actual (−7.68% return) $1,000.00 $   923.20 $8.58
Hypothetical (5% annual return before expenses) $1,000.00 $1,016.14 $9.00
Class C      
Actual (−7.68% return) $1,000.00 $   923.20 $8.58
Hypothetical (5% annual return before expenses) $1,000.00 $1,016.14 $9.00
Class D      
Actual (−7.21% return) $1,000.00 $   927.90 $3.77
Hypothetical (5% annual return before expenses) $1,000.00 $1,021.16 $3.95
* Expenses are equal to the Fund's annualized expense ratios of 1.03%, 1.78%, 1.78% and 0.78% for Class A, Class B, Class C and Class D shares, respectively, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

8




 

Nature, Extent and Quality of Services

The Board reviewed and considered the nature and extent of the investment advisory services provided by the Investment Adviser under the Advisory Agreement, including portfolio management, investment research and equity and fixed income securities trading. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Fund’s Administrator under the Administration Agreement, including accounting, clerical, bookkeeping, compliance, business management and planning, and the provision of supplies, office space and utilities at the Investment Adviser’s expense. (The Investment Adviser and the Administrator together are referred to as the ‘‘Adviser’’ and the Advisory and Administration Agreements together are referred to as the ‘‘Management Agreement.’’) The Board also compared the nature of the services provided by the Adviser with similar services provided by non-affiliated advisers as reported to the Board by Lipper Inc. (‘‘Lipper’’).

The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who provide the advisory and administrative services to the Fund. The Board determined that the Adviser’s portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services provided were necessary and appropriate for the conduct of the business and investment activities of the Fund. The Board also concluded that the overall quality of the advisory and administrative services was satisfactory.

Performance Relative to Comparable Funds Managed by Other Advisers

On a regular basis, the Board reviews the performance of all funds in the Morgan Stanley Fund Complex, including the Fund, compared to their peers, paying specific attention to the underperforming funds. In addition, the Board specifically reviewed the Fund’s performance for the one-, three- and five-year periods ended November 30, 2005, as shown in a report provided by Lipper (the ‘‘Lipper Report’’), compared to the performance of comparable funds selected by Lipper (the ‘‘performance peer group’’). The Board also discussed with the Adviser the performance goals and the actual results achieved in managing the Fund. The Board concluded that the Fund’s performance was competitive with that of its performance peer group.

Fees Relative to Other Proprietary Funds Managed by the Adviser with Comparable

Investment Strategies

The Board reviewed the advisory and administrative fee (together, the ‘‘management fee’’) rate paid by the Fund under the Management Agreement. The Board noted that the management fee rate was comparable to the management fee rates charged by the Adviser to other proprietary funds it manages with investment strategies comparable to those of the Fund taking into account the scope of the services provided.

Fees and Expenses Relative to Comparable Funds Managed by Other Advisers

The Board reviewed the management fee rate and total expense ratio of the Fund as compared to the average management fee rate and average total expense ratio for funds, selected by Lipper (the ‘‘expense peer group’’), managed by other advisers with investment strategies comparable to those of the Fund, as shown in the Lipper Report. The Board concluded that the Fund’s management fee rate and total expense ratio were competitive with those of its expense peer group.

9




 

Breakpoints and Economies of Scale

The Board reviewed the structure of the Fund’s management fee schedule under the Management Agreement and noted that it includes a breakpoint. The Board also reviewed the level of the Fund’s management fee and noted that the fee, as a percentage of the Fund’s net assets, would decrease as net assets increase because the management fee includes a breakpoint. The Board concluded that the Fund’s management fee would reflect economies of scale as assets increase.

Profitability of the Adviser and Affiliates

The Board considered information concerning the costs incurred and profits realized by the Adviser and affiliates during the last year from their relationship with the Fund and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. Based on its review of the information it received, the Board concluded that the profits earned by the Adviser and affiliates were not excessive in light of the advisory, administrative and other services provided to the Fund.

Fall-Out Benefits

The Board considered so-called ‘‘fall-out benefits’’ derived by the Adviser and affiliates from their relationship with the Fund and the Morgan Stanley Fund Complex, such as sales charges on sales of Class A shares and ‘‘float’’ benefits derived from handling of checks for purchases and sales of Fund shares, through a broker-dealer affiliate of the Adviser and ‘‘soft dollar’’ benefits (discussed in the next section). The Board also considered that a broker-dealer affiliate of the Adviser receives from the Fund 12b-1 fees for distribution and shareholder services. The Board also considered that an affiliate of the Adviser sold a joint venture that owned an electronic trading system network (‘‘ECN’’), which may be used by the Adviser for trading on behalf of the Fund. As part of the sale of the joint venture, the affiliate receives a 10-year payout based on the revenue stream from trading on the ECN. Although the affiliate disgorges the portion of the payout that is comprised of commissions received from trades executed by the Adviser on the ECN to a charitable organization, the Board considered the fact that trades by the Adviser would increase order flow, and, thus, result in a potential fall-out benefit to the affiliate. The Board concluded that the float benefits were relatively small, the sales charges and 12b-1 fees were competitive with those of other broker-dealers, the affiliate disgorged revenues in connection with the ECN-related revenue and the potential fall-out benefit from increased order flow was relatively small.

Soft Dollar Benefits

The Board considered whether the Adviser realizes any benefits as a result of brokerage transactions executed through ‘‘soft dollar’’ arrangements. Under such arrangements, brokerage commissions paid by the Fund and/or other funds managed by the Adviser would be used to pay for research that a securities broker obtains from third parties, or to pay for both research and execution services from securities brokers who effect transactions for the Fund. The Adviser informed the Board that it does not use Fund commissions to pay for third party research. It does use commissions to pay for research which is bundled with execution services. The Board recognized that the receipt of such research from brokers may reduce the Adviser’s costs but concluded that the receipt of such research strengthens the investment management resources of the Adviser, which may ultimately benefit the Fund and other funds in the Morgan Stanley Fund Complex.

10




 

Adviser Financially Sound and Financially Capable of Meeting the Fund’s Needs

The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board noted that the Adviser’s operations remain profitable, although increased expenses in recent years have reduced the Adviser’s profitability. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement.

Historical Relationship Between the Fund and the Adviser

The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund’s operations and the Board’s confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that it is beneficial for the Fund to continue its relationship with the Adviser.

Other Factors and Current Trends

The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund’s Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund’s business.

General Conclusion

After considering and weighing all of the above factors, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year.

11




Morgan Stanley Developing Growth Securities Trust

Portfolio of Investments September 30, 2006


NUMBER OF
SHARES
  VALUE
    Common Stocks (97.5%)    
    Advertising/Marketing Services (2.4%)
  74,796   Focus Media Holdings Ltd. (ADR) (Cayman Islands)* $     4,332,184  
  119,496   Lamar Advertising Co. (Class A)*   6,382,281  
        10,714,465  
    Air Freight/Couriers (5.7%)
  259,950   C.H. Robinson Worldwide, Inc.   11,588,571  
  299,348   Expeditors International of Washington, Inc.   13,344,934  
        24,933,505  
    Apparel/Footwear (3.0%)
  379,608   Coach, Inc.*   13,058,515  
    Apparel/Footwear Retail (3.1%)
  198,902   Abercrombie & Fitch Co. (Class A)   13,819,711  
    Biotechnology (2.7%)
  166,977   Gen-Probe Inc.*   7,829,552  
  80,219   Techne Corp.*   4,079,938  
        11,909,490  
    Broadcasting (2.2%)
  452,069   Grupo Televisa S.A. (ADR) (Mexico)   9,610,987  
    Casino/Gaming (4.0%)
  167,343   International Game Technology   6,944,735  
  78,383   Station Casinos, Inc.   4,532,889  
  92,404   Wynn Resorts, Ltd.*   6,284,396  
        17,762,020  
    Construction Materials (1.0%)
  118,805   Florida Rock Industries, Inc.   4,598,942  
    Electronic Production Equipment (1.3%)    
  162,469   Tessera Technologies, Inc.*   5,650,672  
    Financial Conglomerates (3.7%)
  233,102   Brookfield Asset Management Inc. (Class A) (Canada)   10,335,743  
  232,289   Leucadia National Corp.   6,079,003  
        16,414,746  
    Food: Specialty/Candy (1.4%)
  131,640   Wrigley (Wm.) Jr. Co.         6,063,338  
    Gas Distributors (1.1%)
  58,895   Questar Corp. $ 4,815,844  
    Home Building (3.4%)
  180,949   Desarrolladora Homex S.A. de C.V. (ADR) (Mexico)*   6,832,634  
  73,111   M.D.C. Holdings, Inc.   3,396,006  
  8,773   NVR, Inc.*   4,693,555  
        14,922,195  
    Hotels/Resorts/Cruiselines (3.3%)
  144,353   Choice Hotels International, Inc.   5,904,038  
  486,476   Intercontinental Hotels (ADR) (United Kingdom)   8,581,437  
        14,485,475  
    Insurance Brokers/Services (2.5%)
  143,175   Brown & Brown, Inc.   4,375,428  
  190,576   ChoicePoint, Inc.*   6,822,621  
        11,198,049  
    Internet Retail (2.4%)
  328,999   Amazon.com, Inc.*   10,567,448  
    Internet Software/Services (3.5%)
  259,300   Akamai Technologies, Inc.*   12,962,407  
  25,670   Baidu.com, Inc. (ADR)
(Cayman Islands)*
  2,247,152  
        15,209,559  
    Investment Banks/Brokers (1.4%)
  12,551   Chicago Mercantile Exchange Holdings, Inc.   6,002,516  
    Investment Managers (2.9%)
  302,598   Calamos Asset Management Inc. (Class A)   8,872,173  
  203,086   Janus Capital Group, Inc.   4,004,856  
        12,877,029  
    Medical Specialties (2.9%)
  317,585   Dade Behring Holdings, Inc.   12,754,214  
    Miscellaneous Commercial
    Services (6.7%)
  186,230   Corporate Executive Board Co. (The)       16,743,939  
  298,698   Iron Mountain Inc.*   12,826,092  
        29,570,031  

See Notes to Financial Statements

12




Morgan Stanley Developing Growth Securities Trust

Portfolio of Investments September 30, 2006 continued


NUMBER OF
SHARES
  VALUE
    Miscellaneous
    Manufacturing (1.4%)
   
  237,610   Pentair, Inc. $ 6,223,006  
    Oil & Gas Production (6.5%)
  252,476   Southwestern Energy Co.*   7,541,458  
  436,634   Ultra Petroleum Corp. (Canada)*   21,006,462  
        28,547,920  
    Other Consumer Services (5.5%)
  170,592   Apollo Group, Inc. (Class A)*   8,399,950  
  297,805   Expedia, Inc.*   4,669,582  
  98,293   ITT Educational Services, Inc.*   6,516,826  
  106,701   Weight Watchers International, Inc.   4,731,122  
        24,317,480  
    Personnel Services (2.6%)
  314,539   Monster Worldwide, Inc.*   11,383,166  
    Pulp & Paper (1.0%)
  156,010   MeadWestvaco Corp.   4,135,825  
    Real Estate Development (2.6%)
  258,934   CB Richard Ellis Group, Inc. (Class A)*   6,369,776  
  95,085   St. Joe Co. (The)   5,217,314  
        11,587,090  
    Recreational Products (2.5%)
  734,236   Activision, Inc.*   11,086,964  
    Restaurants (2.6%)
  168,724   Cheesecake Factory, Inc. (The)*   4,587,606  
  100,934   Wendy's International, Inc.   6,762,578  
        11,350,184  
    Semiconductors (1.2%)
  269,007   Marvell Technology Group, Ltd. (Bermuda)*   5,210,666  
    Services to the Health
    Industry (2.6%)
  162,956   Stericycle, Inc.*       11,372,699  
    Specialty
    Telecommunications (2.5%)
  306,131   Crown Castle International Corp.*   10,788,056  
    Tobacco (2.7%)
  213,524   Loews Corp. – Carolina Group $ 11,827,094  
    Wireless
    Telecommunications (3.2%)
  227,537   NII Holdings, Inc.*   14,143,700  
    Total Common Stocks
(Cost $371,198,808)
    428,912,601  

PRINCIPAL AMOUNT IN THOUSANDS
    Short-Term Investments (2.4%)
    Repurchase Agreements    
$ 10,000   Joint repurchase agreement account 5.325% due 10/02/06 (dated 09/29/06; proceeds $10,004,438) (a)
(Cost $10,000,000)  
      10,000,000  
  589   The Bank of New York 5.3125% due 10/02/06 (dated 09/29/06; proceeds $589,447) (b) (Cost $589,186)   589,186  

Total Short-Term Investments
(Cost $10,589,186)
      10,589,186  
Total Investments
(Cost $381,787,994) (c)
  99.9   439,501,787  
Other Assets in Excess of Liabilities   0.1     428,969  
Net Assets   100.0 $ 439,930,756  
ADR American Depositary Receipt.
* Non-income producing security.
(a) Collateralized by federal agency and U.S. Treasury obligations.
(b) Collateralized by Federal National Mortgage Assoc. 6.00% due 08/01/36 valued at $600,970.
(c) The aggregate cost for federal income tax purposes is $382,017,778. The aggregate gross unrealized appreciation is $81,003,562 and the aggregate gross unrealized depreciation is $23,519,553, resulting in net unrealized appreciation of $57,484,009.

See Notes to Financial Statements

13




Morgan Stanley Developing Growth Securities Trust

Summary of Investments September 30, 2006


INDUSTRY VALUE PERCENT OF
NET ASSETS
Miscellaneous Commercial Services $ 29,570,031     6.7
Oil & Gas Production   28,547,920     6.5  
Air Freight/Couriers   24,933,505     5.7  
Other Consumer Services   24,317,480     5.5  
Casino/Gaming   17,762,020     4.0  
Financial Conglomerates   16,414,746     3.7  
Internet Software/Services   15,209,559     3.5  
Home Building   14,922,195     3.4  
Hotels/Resorts/Cruiselines   14,485,475     3.3  
Wireless Telecommunications   14,143,700     3.2  
Apparel/Footwear Retail   13,819,711     3.1  
Apparel/Footwear   13,058,515     3.0  
Investment Managers   12,877,029     2.9  
Medical Specialties   12,754,214     2.9  
Biotechnology   11,909,490     2.7  
Tobacco   11,827,094     2.7  
Real Estate Development   11,587,090     2.6  
Personnel Services   11,383,166     2.6  
Services to the Health Industry   11,372,699     2.6  
Restaurants $ 11,350,184     2.6
Insurance Brokers/Services   11,198,049     2.5  
Recreational Products   11,086,964     2.5  
Specialty Telecommunications   10,788,056     2.5  
Advertising/Marketing Services   10,714,465     2.4  
Repurchase Agreements   10,589,186     2.4  
Internet Retail   10,567,448     2.4  
Broadcasting       9,610,987     2.2  
Miscellaneous Manufacturing       6,223,006     1.4  
Food: Specialty/Candy       6,063,338     1.4  
Investment Banks/Brokers       6,002,516     1.4  
Electronic Production Equipment       5,650,672     1.3  
Semiconductors       5,210,666     1.2  
Gas Distributors       4,815,844     1.1  
Construction Materials       4,598,942     1.0  
Pulp & Paper       4,135,825     1.0  
  $ 439,501,787     99.9

See Notes to Financial Statements

14




Morgan Stanley Developing Growth Securities Trust

Financial Statements

Statement of Assets and Liabilities

September 30, 2006


Assets:
Investments in securities, at value
(cost $381,787,994)
$439,501,787
Cash 15,001
Receivable for:  
Investments sold 1,442,059
Shares of beneficial interest sold 381,502
Dividends 120,005
Interest 3,132
Prepaid expenses and other assets          36,571
Total Assets  441,500,057
Liabilities:  
Payable for:  
Shares of beneficial interest redeemed 876,382
Distribution fee 185,047
Investments purchased 175,518
Investment advisory fee 146,773
Administration fee 32,835
Transfer agent fee 9,190
Accrued expenses and other payables          143,556
Total Liabilities        1,569,301
Net Assets  $439,930,756
Composition of Net Assets:  
Paid-in-capital $472,979,682
Net unrealized appreciation 57,713,793
Accumulated net investment loss (64,417)
Accumulated net realized loss   (90,698,302)
Net Assets  $439,930,756
Class A Shares:  
Net Assets $256,512,036
Shares Outstanding (unlimited authorized, $.01 par value) 9,501,913
Net Asset Value Per Share  $27.00
    Maximum Offering Price Per Share,
(net asset value plus 5.54% of net asset value)
$28.50
Class B Shares:  
Net Assets $135,254,351
Shares Outstanding (unlimited authorized, $.01 par value) 5,457,671
Net Asset Value Per Share  $24.78
Class C Shares:  
Net Assets $26,462,225
Shares Outstanding (unlimited authorized, $.01 par value) 1,064,123
Net Asset Value Per Share  $24.87
Class D Shares:  
Net Assets $21,702,144
Shares Outstanding (unlimited authorized, $.01 par value) 784,558
Net Asset Value Per Share  $27.66

See Notes to Financial Statements

15




Morgan Stanley Developing Growth Securities Trust

Financial Statements continued

Statement of Operations

For the year ended September 30, 2006


Net Investment Loss:
Income
Dividends (net of $20,719 foreign withholding tax) $ 4,268,159  
Interest   286,924  
Total Income    4,555,083  
Expenses    
Investment advisory fee   2,078,207  
Distribution fee (Class A shares)   658,878  
Distribution fee (Class B shares)   1,616,607  
Distribution fee (Class C shares)   282,357  
Transfer agent fees and expenses   1,108,412  
Administration fee   396,471  
Shareholder reports and notices   156,831  
Professional fees   80,180  
Registration fees   51,848  
Custodian fees   39,935  
Trustees' fees and expenses   14,028  
Other   42,261  
Total Expenses    6,526,015  
Less: expense offset   (4,772
Net Expenses    6,521,243  
Net Investment Loss    (1,966,160
Net Realized and Unrealized Gain (Loss):    
Net realized gain   64,903,464  
Net change in unrealized appreciation   (26,962,374
Net Gain    37,941,090  
Net Increase $ 35,974,930  

See Notes to Financial Statements

16




Morgan Stanley Developing Growth Securities Trust

Financial Statements continued

Statements of Changes in Net Assets


  FOR THE YEAR
ENDED
SEPTEMBER 30, 2006
FOR THE YEAR
ENDED
SEPTEMBER 30, 2005
Increase (Decrease) in Net Assets:
Operations:
Net investment loss $ (1,966,160 $ (5,606,818
Net realized gain   64,903,464     109,295,803  
Net change in unrealized appreciation   (26,962,374   26,077,804  
Net Increase    35,974,930     129,766,789  
Net decrease from transactions in shares of beneficial interest   (148,287,033   (130,922,102
Net Decrease    (112,312,103   (1,155,313
Net Assets:        
Beginning of period   552,242,859     553,398,172  
End of Period
(Including accumulated net investment losses of $64,417 and $62,547, respectively)   $ 439,930,756   $ 552,242,859  

See Notes to Financial Statements

17




Morgan Stanley Developing Growth Securities Trust

Notes to Financial Statements September 30, 2006

1.   Organization and Accounting Policies

Morgan Stanley Developing Growth Securities Trust (the ‘‘Fund’’) is registered under the Investment Company Act of 1940, as amended (the ‘‘Act’’), as a diversified, open-end management investment company. The Fund's investment objective is long-term capital growth. The Fund was organized as a Massachusetts business trust on December 28, 1982 and commenced operations on April 29, 1983. On July 28, 1997, the Fund converted to a multiple class share structure.

The Fund offers Class A shares, Class B shares, Class C shares and Class D shares. The four classes are substantially the same except that most Class A shares are subject to a sales charge imposed at the time of purchase and some Class A shares, and most Class B shares and Class C shares are subject to a contingent deferred sales charge imposed on shares redeemed within eighteen months, six years and one year, respectively. Class D shares are not subject to a sales charge. Additionally, Class A shares, Class B shares and Class C shares incur distribution expenses.

The Fund will assess a 2% redemption fee on Class A shares, Class B shares, Class C shares, and Class D shares, which is paid directly to the Fund, for shares redeemed within seven days of purchase, subject to certain exceptions. The redemption fee is designed to protect the Fund and its remaining shareholders from the effects of short-term trading.

The following is a summary of significant accounting policies:

A.   Valuation of Investments — (1) an equity portfolio security listed or traded on the New York Stock Exchange (‘‘NYSE’’) or American Stock Exchange or other exchange is valued at its latest sale price prior to the time when assets are valued; if there were no sales that day, the security is valued at the mean between the last reported bid and asked price; (2) an equity portfolio security listed or traded on the Nasdaq is valued at the Nasdaq Official Closing Price; if there were no sales that day, the security is valued at the mean between the last reported bid and asked price; (3) all other portfolio securities for which over-the-counter market quotations are readily available are valued at the mean between the last reported bid and asked price. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (4) for equity securities traded on foreign exchanges, the last reported sale price or the latest bid price may be used if there were no sales on a particular day; (5) when market quotations are not readily available including circumstances under which Morgan Stanley Investment Advisors Inc. (the ‘‘Investment Adviser’’) determines that the latest sale price, the bid price or the mean between the last reported bid and asked price do not reflect a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Fund’s Trustees. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business on the NYSE. If developments occur

18




Morgan Stanley Developing Growth Securities Trust

Notes to Financial Statements September 30, 2006 continued

during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Fund’s Trustees or by the Investment Adviser using a pricing service and/or procedures approved by the Trustees of the Fund; (6) certain portfolio securities may be valued by an outside pricing service approved by the Fund’s Trustees; and (7) short-term debt securities having a maturity date of more than sixty days at time of purchase are valued on a mark-to-market basis until sixty days prior to maturity and thereafter at amortized cost based on their value on the 61st day. Short-term debt securities having a maturity date of sixty days or less at the time of purchase are valued at amortized cost.

B.   Accounting for Investments — Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on security transactions are determined by the identified cost method. Dividend income and other distributions are recorded on the ex-dividend date. Discounts are accreted and premiums are amortized over the life of the respective securities. Interest income is accrued daily.

C.   Repurchase Agreements — Pursuant to an Exemptive Order issued by the Securities and Exchange Commission, the Fund, along with other affiliated entities managed by the Investment Adviser, may transfer uninvested cash balances into one or more joint repurchase agreement accounts. These balances are invested in one or more repurchase agreements and are collateralized by cash, U.S. Treasury or federal agency obligations. The Fund may also invest directly with institutions in repurchase agreements. The Fund’s custodian receives the collateral, which is marked-to-market daily to determine that the value of the collateral does not decrease below the repurchase price plus accrued interest.

D.   Multiple Class Allocations — Investment income, expenses (other than distribution fees), and realized and unrealized gains and losses are allocated to each class of shares based upon the relative net asset value on the date such items are recognized. Distribution fees are charged directly to the respective class.

E.   Foreign Currency Translation and Forward Foreign Currency Contracts — The books and records of the Fund are maintained in U.S. dollars as follows: (1) the foreign currency market value of investment securities, other assets and liabilities and forward foreign currency contracts (‘‘forward contracts’’) are translated at the exchange rates prevailing at the end of the period; and (2) purchases, sales, income and expenses are translated at the exchange rates prevailing on the respective dates of such transactions. The resultant exchange gains and losses are recorded as realized and unrealized gain/loss on foreign exchange transactions. Pursuant to U.S. federal income tax regulations, certain foreign exchange gains/losses included in realized and unrealized gain/loss are included in or are a reduction of ordinary income for federal income tax purposes. The Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the changes in the market prices of the securities. Forward contracts are valued daily at the appropriate exchange rates. The resultant unrealized exchange gains and

19




Morgan Stanley Developing Growth Securities Trust

Notes to Financial Statements September 30, 2006 continued

losses are recorded as unrealized foreign currency gain or loss. The Fund records realized gains or losses on delivery of the currency or at the time the forward contract is extinguished (compensated) by entering into a closing transaction prior to delivery.

F.   Federal Income Tax Policy — It is the Fund's policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Accordingly, no federal income tax provision is required.

G.   Dividends and Distributions to Shareholders — Dividends and distributions to shareholders are recorded on the ex-dividend date.

H.   Use of Estimates — The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts and disclosures. Actual results could differ from those estimates.

2.   Investment Advisory/Administration Agreements

Pursuant to an Investment Advisory Agreement, the Fund pays the Investment Adviser an advisory fee, accrued daily and payable monthly, by applying the following annual rates to the net assets of the Fund determined at the close of each business day: 0.42% to the portion of the daily net assets not exceeding $500 million and 0.395% to the portion of the daily net assets exceeding $500 million.

Pursuant to an Administration Agreement with Morgan Stanley Services Company Inc. (the ‘‘Administrator’’), an affiliate of the Investment Adviser, the Fund pays an administration fee, accrued daily and payable monthly, by applying the annual rate of 0.08% to the Fund’s daily net assets.

Effective November 18, 2005, the Investment Adviser has agreed to cap the Fund’s operating expenses (except for brokerage and 12b-1 fees) for one year by assuming the Fund’s ‘‘other expenses’’ and/or waiving the Fund’s advisory fees, and the Administrator has agreed to waive the Fund’s administrative fees, to the extent such operating expenses on an annualized basis exceed 0.87% of the average daily net assets of the Fund.

3.   Plan of Distribution

Shares of the Fund are distributed by Morgan Stanley Distributors Inc. (the ‘‘Distributor’’), an affiliate of the Investment Adviser and Administrator. The Fund has adopted a Plan of Distribution (the ‘‘Plan’’) pursuant to Rule 12b-1 under the Act. The Plan provides that the Fund will pay the Distributor a fee which is accrued daily and paid monthly at the following annual rates: (i) Class A – up to 0.25% of the average daily net assets of Class A; (ii) Class B – up to 1.0% of the lesser of: (a) the average daily aggregate gross sales of the Class B shares since the inception of the Fund (not including reinvestment of dividend or capital gain distributions) less the average daily aggregate net asset value of the Class B shares redeemed since the Fund's inception upon

20




Morgan Stanley Developing Growth Securities Trust

Notes to Financial Statements September 30, 2006 continued

which a contingent deferred sales charge has been imposed or waived; or (b) the average daily net assets of Class B; and (iii) Class C – up to 1.0% of the average daily net assets of Class C.

In the case of Class B shares, provided that the Plan continues in effect, any cumulative expenses incurred by the Distributor but not yet recovered may be recovered through the payment of future distribution fees from the Fund pursuant to the Plan and contingent deferred sales charges paid by investors upon redemption of Class B shares. Although there is no legal obligation for the Fund to pay expenses incurred in excess of payments made to the Distributor under the Plan and the proceeds of contingent deferred sales charges paid by investors upon redemption of shares, if for any reason the Plan is terminated, the Trustees will consider at that time the manner in which to treat such expenses. The Distributor has advised the Fund that such excess amounts totaled $30,043,173 at September 30, 2006.

In the case of Class A shares and Class C shares, expenses incurred pursuant to the Plan in any calendar year in excess of 0.25% or 1.0% of the average daily net assets of Class A or Class C, respectively, will not be reimbursed by the Fund through payments in any subsequent year, except that expenses representing a gross sales credit to Morgan Stanley Financial Advisors and other authorized financial representatives at the time of sale may be reimbursed in the subsequent calendar year. For the year ended September 30, 2006, the distribution fee was accrued for Class A shares and Class C shares at the annual rate of 0.24% and 1.0%, respectively.

The Distributor has informed the Fund that for the year ended September 30, 2006, it received contingent deferred sales charges from certain redemptions of the Fund's Class A shares, Class B shares and Class C shares of $839, $316,990 and $2,018, respectively and received $176,880 in front-end sales charges from sales of the Fund's Class A shares. The respective shareholders pay such charges which are not an expense of the Fund.

4.   Security Transactions and Transactions with Affiliates

The cost of purchases and proceeds from sales of portfolio securities, excluding short-term investments, for the year ended September 30, 2006 aggregated $290,581,006 and $444,376,503, respectively. Included in the aforementioned transactions are purchases and sales of $1,850,008 and $63,722,348, respectively with other Morgan Stanley funds, including realized gains of $18,167,459.

Morgan Stanley Trust, an affiliate of the Investment Adviser, Administrator and Distributor, is the Fund's transfer agent.

For the year ended September 30, 2006, the Fund incurred brokerage commissions of $9,610 with Morgan Stanley & Co., an affiliate of the Investment Adviser, Administrator and Distributor, for portfolio transactions executed on behalf of the Fund.

21




Morgan Stanley Developing Growth Securities Trust

Notes to Financial Statements September 30, 2006 continued

The Fund has an unfunded noncontributory defined benefit pension plan covering certain independent Trustees of the Fund who will have served as independent Trustees for at least five years at the time of retirement. Benefits under this plan are based on factors which include years of service and compensation. The Trustees voted to close the plan to new participants and eliminate the future benefits growth due to increases to compensation after July 31, 2003. Aggregate pension costs for the year ended September 30, 2006 included in Trustees' fees and expenses in the Statement of Operations amounted to $7,424. At September 30, 2006, the Fund had an accrued pension liability of $63,407 which is included in accrued expenses in the Statement of Assets and Liabilities.

The Fund has an unfunded Deferred Compensation Plan (the ‘‘Compensation Plan’’) which allows each independent Trustee to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Trustees. Each eligible Trustee generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the net asset value of the Fund.

5.   Purposes of and Risks Relating to Certain Financial Instruments

The Fund may enter into forward contracts for many purposes, including to facilitate settlement of foreign currency denominated portfolio transactions or to manage foreign currency exposure associated with foreign currency denominated securities.

Forward contracts involve elements of market risk in excess of the amounts reflected in the Statement of Assets and Liabilities. The Fund bears the risk of an unfavorable change in the foreign exchange rates underlying the forward contracts. Risks may also arise upon entering into these contracts from the potential inability of the counterparties to meet the terms of their contracts.

6.   Expense Offset

The expense offset represents a reduction of the fees and expenses for interest earned on cash balances maintained by the Fund with the transfer agent.

7.   Federal Income Tax Status

The amount of dividends and distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations which may differ from generally accepted accounting principles. These ‘‘book/tax’’ differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the capital accounts based on their federal tax-basis treatment; temporary differences do not require reclassification.

22




Morgan Stanley Developing Growth Securities Trust

Notes to Financial Statements September 30, 2006 continued

Dividends and distributions which exceed net investment income and net realized capital gains for tax purposes are reported as distributions of paid-in-capital.

As of September 30, 2006, the tax-basis components of accumulated losses were as follows:


Net accumulated earnings        
Capital loss carryforward*   (90,468,447    
Temporary differences   (64,488    
Net unrealized appreciation   57,484,009      
Total accumulated losses $ (33,048,926    

*   During the year ended September 30, 2006, the Fund utilized $64,988,312 of its net capital loss carryforward. As of September 30, 2006, the Fund had a net capital loss carryforward of $90,468,447 of which $4,540,398 will expire on September 30, 2009, $35,628,939 will expire on September 30, 2010 and $50,299,110 will expire on September 30, 2011 to offset future capital gains to the extent provided by regulations.

As of September 30, 2006, the Fund had temporary book/tax differences primarily attributable to capital loss deferrals on wash sales and permanent book/tax differences primarily attributable to a net operating loss. To reflect reclassifications arising from the permanent differences, paid-in-capital was charged $2,094,516, accumulated net investment loss was credited $1,964,290 and accumulated net realized loss was credited $130,226.

23




Morgan Stanley Developing Growth Securities Trust

Notes to Financial Statements September 30, 2006 continued

8.   Shares of Beneficial Interest

Transactions in shares of beneficial interest were as follows:


  FOR THE YEAR
ENDED
SEPTEMBER 30, 2006
FOR THE YEAR
ENDED
SEPTEMBER 30, 2005
  SHARES AMOUNT SHARES AMOUNT
CLASS A SHARES                
Sold   897,906   $ 24,624,550     646,494   $ 14,487,891  
Conversion from Class B   517,416     13,989,922     9,019,623     190,510,634  
Redeemed   (2,354,310   (63,563,760   (1,711,366   (39,172,267
Net increase (decrease) – Class A   (938,988   (24,949,288   7,954,751     165,826,258  
CLASS B SHARES                
Sold   382,614     9,691,734     546,062     11,237,204  
Conversion to Class A   (561,321   (13,989,922   (9,718,063   (190,510,634
Redeemed   (1,863,413   (46,351,442   (4,409,548   (90,363,370
Net decrease – Class B   (2,042,120   (50,649,630   (13,581,549   (269,636,800
CLASS C SHARES                
Sold   117,690     3,010,813     57,351     1,179,943  
Redeemed   (283,877   (7,082,829   (401,860   (8,391,956
Net decrease – Class C   (166,187   (4,072,016   (344,509   (7,212,013
CLASS D SHARES                
Sold   109,194     3,004,175     300,659     6,771,607  
Redeemed   (2,660,550   (71,620,274   (1,166,769   (26,671,154
Net decrease – Class D   (2,551,356   (68,616,099   (866,110   (19,899,547
Net decrease in Fund   (5,698,651 $ (148,287,033   (6,837,417 $ (130,922,102

9.   Legal Matters

The Investment Adviser, certain affiliates of the Investment Adviser, certain officers of such affiliates and certain investment companies advised by the Investment Adviser or its affiliates, including the Fund, were named as defendants in a consolidated class action. This consolidated action also named as defendants certain individual Trustees and Directors of the Morgan Stanley funds. The consolidated amended complaint, filed in the United States District Court for the Southern District of New York on April 16, 2004, generally alleged that defendants, including the Fund, violated their statutory disclosure obligations and fiduciary duties by failing properly to disclose (i) that the Investment Adviser and certain affiliates of the Investment Adviser allegedly offered economic incentives to brokers and others to recommend the funds advised by the Investment Adviser or its affiliates to investors rather than funds managed by other companies, and (ii) that the funds advised by the Investment Adviser or its affiliates, including the Fund, allegedly paid excessive commissions to brokers in return for their alleged efforts to recommend these funds to investors. The

24




Morgan Stanley Developing Growth Securities Trust

Notes to Financial Statements September 30, 2006 continued

complaint sought, among other things, unspecified compensatory damages, rescissionary damages, fees and costs. On July 2, 2004, defendants moved to dismiss the action. On March 9, 2005, plaintiffs filed a Motion for Leave to File a Supplemental Pleading that would, among other things, expand the allegations and alleged class. On April 14, 2006, the Court granted defendants’ motion to dismiss in its entirety, with prejudice. Additionally, plaintiffs’ Motion for Leave to File a Supplemental Pleading was denied. The time for plaintiffs to appeal the orders granting defendants’ motion to dismiss and denying plaintiffs’ motion for supplemental pleading has expired. This case is now concluded.

10.   New Accounting Pronouncements

In July 2006, the Financial Accounting Standards Board (FASB) issued Interpretation 48, Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement 109 (FIN 48). FIN 48 clarifies the accounting for income taxes by prescribing the minimum recognition threshold a tax position must meet before being recognized in the financial statements. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Fund will adopt FIN 48 for the fiscal year ending 2008 and the impact to the Fund's financial statements, if any, is currently being assessed.

In addition, in September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of SFAS 157 will have on the Fund’s financial statement disclosures.

25




Morgan Stanley Developing Growth Securities Trust

Financial Highlights

Selected ratios and per share data for a share of beneficial interest outstanding throughout each period:


  FOR THE YEAR ENDED SEPTEMBER 30,
  2006 2005 2004 2003 2002
Class A Shares
Selected Per Share Data:                    
Net asset value, beginning of period $ 25.18   $ 19.83   $ 16.53   $ 12.52   $ 15.20  
Income (loss) from investment operations:                    
Net investment loss‡   (0.03   (0.14   (0.12   (0.09   (0.11
Net realized and unrealized gain (loss)   1.85     5.49     3.42     4.10     (2.57
Total income (loss) from investment operations   1.82     5.35     3.30     4.01     (2.68
Net asset value, end of period $ 27.00   $ 25.18   $ 19.83   $ 16.53   $ 12.52  
Total Return†   7.23   26.98   19.96   32.03   (17.63)
Ratios to Average Net Assets(1):                    
Total expenses (before expense offset)   1.04   1.09   1.01 %(2)    1.06   1.02
Net investment loss   (0.12 )%    (0.61 )%    (0.62) % (2)    (0.62 )%    (0.68 )% 
Supplemental Data:                    
Net assets, end of period, in thousands   $256,512     $262,913     $49,312     $25,111     $14,826  
Portfolio turnover rate   59   115   149   202   237
The per share amounts were computed using an average number of shares outstanding during the period.
Does not reflect the deduction of sales charge. Calculated based on the net asset value as of the last business day of the period.
(1) Reflects overall Fund ratios for investment income and non-class specific expenses.
(2) If the Investment Adviser had not waived part of its investment advisory fee, the expense and net investment loss ratios to average net assets would have been 1.04% and (0.65)%, respectively.

See Notes to Financial Statements

26




Morgan Stanley Developing Growth Securities Trust

Financial Highlights continued

    


  FOR THE YEAR ENDED SEPTEMBER 30,
  2006 2005 2004 2003 2002
Class B Shares
Selected Per Share Data:                    
Net asset value, beginning of period $ 23.29   $ 18.49   $ 15.53   $ 11.86   $ 14.51  
Income (loss) from investment operations:                    
Net investment loss‡   (0.22   (0.28   (0.24   (0.19   (0.23
Net realized and unrealized gain (loss)   1.71     5.08     3.20     3.86     (2.42
Total income (loss) from investment operations   1.49     4.80     2.96     3.67     (2.65
Net asset value, end of period $ 24.78   $ 23.29   $ 18.49   $ 15.53   $ 11.86  
Total Return†   6.40   25.96   19.06   30.94   (18.26 )% 
Ratios to Average Net Assets(1):                    
Total expenses (before expense offset)   1.80   1.85   1.78 %(2)    1.87   1.80
Net investment loss   (0.88 )%    (1.37 )%    (1.39) % (2)    (1.43 )%    (1.46 )% 
Supplemental Data:                     
Net assets, end of period, in thousands   $135,254     $174,688     $389,848     $293,619     $276,387  
Portfolio turnover rate   59   115   149   202   237
The per share amounts were computed using an average number of shares outstanding during the period.
Does not reflect the deduction of sales charge. Calculated based on the net asset value as of the last business day of the period.
(1) Reflects overall Fund ratios for investment income and non-class specific expenses.
(2) If the Investment Adviser had not waived part of its investment advisory fee, the expense and net investment loss ratios to average net assets would have been 1.81% and (1.42)%, respectively.

See Notes to Financial Statements

27




Morgan Stanley Developing Growth Securities Trust

Financial Highlights continued

    


  FOR THE YEAR ENDED SEPTEMBER 30,
  2006 2005 2004 2003 2002
Class C Shares
Selected Per Share Data:                    
Net asset value, beginning of period $ 23.37   $ 18.55   $ 15.57   $ 11.88   $ 14.54  
Income (loss) from investment operations:                    
Net investment loss‡   (0.22   (0.28   (0.24   (0.19   (0.23
Net realized and unrealized gain (loss)   1.72     5.10     3.22     3.88     (2.43
Total income (loss) from investment operations   1.50     4.82     2.98     3.69     (2.66
Net asset value, end of period $ 24.87   $ 23.37   $ 18.55   $ 15.57   $ 11.88  
Total Return†   6.42   25.98   19.14   31.06   (18.29 )% 
Ratios to Average Net Assets(1):                    
Total expenses (before expense offset)   1.80   1.81   1.78 %(2)    1.82   1.80
Net investment loss   (0.88 )%    (1.33 )%    (1.39) % (2)    (1.38 )%    (1.46 )% 
Supplemental Data:                    
Net assets, end of period, in thousands   $26,462     $28,754     $29,208     $6,912     $5,986  
Portfolio turnover rate   59   115   149   202   237
The per share amounts were computed using an average number of shares outstanding during the period.
Does not reflect the deduction of sales charge. Calculated based on the net asset value as of the last business day of the period.
(1) Reflects overall Fund ratios for investment income and non-class specific expenses.
(2) If the Investment Adviser had not waived part of its investment advisory fee, the expense and net investment loss ratios to average net assets would have been 1.81% and (1.42)%, respectively.

See Notes to Financial Statements

28




Morgan Stanley Developing Growth Securities Trust

Financial Highlights continued

    


  FOR THE YEAR ENDED SEPTEMBER 30,
  2006 2005 2004 2003 2002
Class D Shares
Selected Per Share Data:                    
Net asset value, beginning of period $ 25.75   $ 20.24   $ 16.83   $ 12.72   $ 15.41  
Income (loss) from investment operations:                    
Net investment loss‡   (0.01   (0.08   (0.07   (0.06   (0.07
Net realized and unrealized gain (loss)   1.92     5.59     3.48     4.17     (2.62
Total income (loss) from investment operations   1.91     5.51     3.41     4.11     (2.69
Net asset value, end of period $ 27.66   $ 25.75   $ 20.24   $ 16.83   $ 12.72  
Total Return†   7.42   27.22   20.26   32.31   (17.46 )% 
Ratios to Average Net Assets(1):                    
Total expenses (before expense offset)   0.80   0.85   0.78 %(2)    0.87   0.80
Net investment income (loss)   0.12   (0.37 )%    (0.39) % (2)    (0.43 )%    (0.46 )% 
Supplemental Data:                    
Net assets, end of period, in thousands   $21,702     $85,887     $85,031     $104,190     $62,606  
Portfolio turnover rate   59   115   149   202   237
The per share amounts were computed using an average number of shares outstanding during the period.
Calculated based on the net asset value as of the last business day of the period.
(1) Reflects overall Fund ratios for investment income and non-class specific expenses.
(2) If the Investment Adviser had not waived part of its investment advisory fee, the expense and net investment loss ratios to average net assets would have been 0.81% and (0.42)%, respectively.

See Notes to Financial Statements

29




Morgan Stanley Developing Growth Securities Trust

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Trustees of
Morgan Stanley Developing Growth Securities Trust:

We have audited the accompanying statement of assets and liabilities of Morgan Stanley Developing Growth Securities Trust (the ‘‘Fund’’), including the portfolio of investments, as of September 30, 2006, and the related statements of operations for the year then ended and changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of September 30, 2006, by correspondence with the custodian and broker. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Morgan Stanley Developing Growth Securities Trust as of
September 30, 2006, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP
New York, New York
November 21, 2006

30




Morgan Stanley Developing Growth Securities Trust

Results of Special Shareholder Meeting (unaudited)

On August 1, 2006, a Special Meeting of Shareholders of the Fund was scheduled in order to vote on the proposals set forth below. The proposals failed to obtain the necessary quorum in order to hold the meeting, and, therefore, the meeting was adjourned until August 23, 2006. The meeting was held on August 23, 2006 and the voting results with respect to these proposals were as follows:

(1) Election of Trustees:


  For Withhold Abstain BNV*
Frank L. Bowman   8,838,588     350,263     0     0  
Kathleen A. Dennis   8,834,127     354,724     0     0  
James F. Higgins   8,861,714     327,137     0     0  
Joseph J. Kearns   8,862,994     325,857     0     0  
Michael F. Klein.   8,854,981     333,870     0     0  
W. Allen Reed   8,824,734     364,117     0     0  
Fergus Reid.   8,837,546     351,305     0     0  

(2) Elimination of certain fundamental investment restrictions:


  For Against Abstain BNV*
Elimination of the fundamental policy restricting the Fund's ability to pledge assets   7,566,911     334,392     246,693     1,040,855  
Elimination of the fundamental policy restricting purchases of securities on margin..   7,562,502     347,756     237,738     1,040,855  
Elimination of the fundamental policy prohibiting investments in oil, gas, and other types of minerals or mineral leases.   7,613,094     284,053     250,849     1,040,855  
Elimination of the fundamental policy regarding investments in warrants   7,549,034     339,498     259,464     1,040,855  
Elimination of the fundamental policy prohibiting or restricting the purchase of securities of issuers in which Trustees or Officers have an interest..   7,567,952     330,177     249,867     1,040,855  
Elimination of the fundamental policy prohibiting investments for purposes of exercising control.   7,590,915     308,593     248,488     1,040,855  
Elimination of the fundamental policy regarding investments in unseasoned companies.   7,555,264     333,045     259,687     1,040,855  

31




Morgan Stanley Developing Growth Securities Trust

Results of Special Shareholder Meeting (unaudited) continued

(3) Modify certain fundamental investment restrictions for:


  For Against Abstain BNV*
Modify fundamental policy regarding diversification   7,601,709     299,999     246,288     1,040,855  
Modify fundamental policy regarding borrowing money   7,553,006     342,082     252,908     1,040,855  
Modify fundamental policy regarding loans.   7,551,395     341,986     254,615     1,040,855  
Modify fundamental policy regarding investment in commodities, commodity contracts and futures contracts   7,563,232     330,852     253,912     1,040,855  
Modify fundamental policy regarding issuance of senior securities   7,577,399     322,479     248,118     1,040,855  

(4) Reclassify certain fundamental policies as non-fundamental policies:


  For Against Abstain BNV*
Reclassification as non-fundamental the fundamental policy regarding the short sale of securities..   7,544,326     341,783     261,887     1,040,855  
Reclassification as non-fundamental the fundamental policy prohibiting investments in other investment companies..   7,579,544     315,299     253,153     1,040,855  
Reclassification as non-fundamental the fundamental policy on the purchase or sale of puts, calls, and combinations thereof   7,547,806     337,401     262,789     1,040,855  
* Broker ‘‘non-votes’’ are shares held in street name for which the broker indicates that instructions have not been received from the beneficial owners or other persons entitled to vote and for which the broker does not have discretionary voting authority.

32




Morgan Stanley Developing Growth Securities Trust

Trustee and Officer Information

Independent Trustees:


Name, Age and Address of
Independent Trustee
Position(s) Held with Registrant Term of
Office and
Length of
Time
Served*
Principal Occupation(s)
During Past 5 Years
Number of Portfolios
in Fund Complex Overseen by Independent Trustee**
Other Directorships
Held by Independent Trustee
Frank L. Bowman (61)
c/o Kramer Levin Naftalis & Frankel LLP
Counsel to the Independent Trustees
1177 Avenue of the Americas
New York, NY 10036
Trustee Since
August 2006
President and Chief Executive Officer of the Nuclear Energy Institute (policy organization) (since February 2005); Director or Trustee of various Retail and Institutional Funds (since August 2006) formerly variously, Admiral in the U.S. Navy, Director of Naval Nuclear Propulsion Program and Deputy Administrator—Naval Reactors in the National Nuclear Security Administration at the U.S. Department of Energy (1996-2004). Honorary Knight Commander of the Most Excellent Order of the British Empire. 161 Director of the National Energy Foundation, the U.S. Energy Association, the American Council for Capital Formation and the Armed Services YMCA of the USA.
Michael Bozic (65)
c/o Kramer Levin Naftalis & Frankel LLP Counsel to the Independent Trustees
1177 Avenue of the Americas
New York, NY 10036
Trustee
Since
April 1994
Private investor; Chairperson of the Valuation, Insurance and Compliance Committee (since October 2006); Director or Trustee of the Retail Funds (since April 1994) and the Institutional Funds (since July 2003); formerly Chairperson of the Insurance Committee (July 2006-September 2006); Vice Chairman of Kmart Corporation (December 1998-October 2000), Chairman and Chief Executive Officer of Levitz Furniture Corporation (November 1995-November 1998) and President and Chief Executive Officer of Hills Department Stores (May 1991-July 1995); variously Chairman, Chief Executive Officer, President and Chief Operating Officer (1987-1991) of the Sears Merchandise Group of Sears, Roebuck & Co. 175 Director of various business organizations.
Kathleen A. Dennis (53)
c/o Kramer Levin Naftalis & Frankel LLP
Counsel to the Independent Trustees
1177 Avenue of the Americas
New York, NY 10036
Trustee Since
August 2006
President, Cedarwood Associates (mutual fund consulting) (since July 2006); Chairperson of the Closed-End, Money Market and Alternatives Sub-Committee of the Investment Committee (since October 2006) and Director or Trustee of various Retail and Institutional Funds (since August 2006); formerly, Senior Managing Director of Victory Capital Management (1993-2006). 161 None.

33




Morgan Stanley Developing Growth Securities Trust

Trustee and Officer Information continued


Name, Age and Address of
Independent Trustee
Position(s) Held with Registrant Term of
Office and
Length of
Time
Served*
Principal Occupation(s)
During Past 5 Years
Number of Portfolios
in Fund Complex Overseen by Independent Trustee**
Other Directorships
Held by Independent Trustee
Edwin J. Garn (73)
1031 N. Chartwell Court
Salt Lake City, UT 84103
Trustee
Since January 1993 Consultant; Director or Trustee of the Retail Funds (since January 1993) and the Institutional Funds (since July 2003); Member of the Utah Regional Advisory Board of Pacific Corp. (utility company); formerly Managing Director of Summit Ventures LLC; (lobbying and consulting firm) (2000-2004); United States Senator (R-Utah) (1974-1992) and Chairman, Senate Banking Committee (1980-1986), Mayor of Salt Lake City, Utah (1971-1974), Astronaut, Space Shuttle Discovery (April 12-19, 1985), and Vice Chairman, Huntsman Corporation (chemical company). 175 Director of Franklin Covey (time management systems), BMW Bank of North America, Inc. (industrial loan corporation), Escrow Bank USA (industrial loan corporation); United Space Alliance (joint venture between Lockheed Martin and the Boeing Company) and Nuskin Asia Pacific (multilevel marketing); member of the board of various civic and charitable organizations.
Wayne E. Hedien (72)
c/o Kramer Levin Naftalis & Frankel LLP
Counsel to the Independent Trustees
1177 Avenue of the Americas
New York, NY 10036
Trustee
Since September 1997 Retired; Director or Trustee of the Retail Funds; (Since September 1997) and the Institutional Funds (since July 2003); formerly associated with the Allstate Companies (1966-1994), most recently as Chairman of The Allstate Corporation (March 1993-December 1994) and Chairman and Chief Executive Officer of its wholly-owned subsidiary, Allstate Insurance Company (July 1989-December 1994). 175 Director of The PMI Group Inc. (private mortgage insurance); Trustee and Vice Chairman of The Field Museum of Natural History; director of various other business and charitable organizations.
Dr. Manuel H. Johnson (57)
c/o Johnson Smick Group, Inc.
888 16th Street, N.W.
Suite 740
Washington, D.C. 20006
Trustee
Since
July 1991
Senior Partner, Johnson Smick International, Inc., (consulting firm); Chairperson of the Investment Committee (since October 2006) and Director or Trustee of the Retail Funds (since July 1991) and the Institutional Funds (since July 2003); Co-Chairman and a founder of the Group of Seven Council (G7C), an international economic commission; formerly Chairman of the Audit Committee (July 1991-September 2006); Vice Chairman of the Board of Governors of the Federal Reserve System and Assistant Secretary of the U.S. Treasury. 175 Director of NVR, Inc. (home construction); Director of KFX Energy; Director of RBS Greenwich Capital Holdings (financial holding company).

34




Morgan Stanley Developing Growth Securities Trust

Trustee and Officer Information continued


Name, Age and Address of
Independent Trustee
Position(s) Held with Registrant Term of
Office and
Length of
Time
Served*
Principal Occupation(s)
During Past 5 Years
Number of Portfolios
in Fund Complex Overseen by Independent Trustee**
Other Directorships
Held by Independent Trustee
Joseph J. Kearns (64)
c/o Kearns & Associates LLC
PMB754
23852 Pacific Coast Highway
Malibu, CA 90265
Trustee
Since
July 2003
President, Kearns & Associates LLC (investment consulting); Chairperson of the Audit Committee (since October 2006) and Director or Trustee of the Retail Funds (since July 2003) and the Institutional Funds (since August 1994); formerly Deputy Chairperson of the Audit Committee (July 2003- September 2006) and Chairperson of the Audit Committee of the Institutional Funds (October 2001-July 2003); formerly CFO of the J. Paul Getty Trust. 176 Director of Electro Rent Corporation (equipment leasing), The Ford Family Foundation, and the UCLA Foundation.
Michael F. Klein (47)
c/o Kramer Levin Naftalis & Frankel LLP
Counsel to the Independent Trustees
1177 Avenue of the Americas
New York, NY 10036
Trustee Since
August 2006
Chief Operating Officer and Managing Director, Aetos Capital, LLC (since March 2000); Chairman of the Fixed-Income Sub-Committee of the Investment Committee (since October 2006) and Director or Trustee (since August 2006) of various Retail and Institutional Funds; formerly Managing Director, Morgan Stanley & Co. Inc. and Morgan Stanley Dean Witter Investment Management, President, Morgan Stanley Institutional Funds (June 1998-March 2000) and Principal, Morgan Stanley & Co. Inc. and Morgan Stanley Dean Witter Investment Management (August 1997-December 1999). 161 Director of certain investment funds managed or sponsored by Aetos Capital LLC.
Michael E. Nugent (70)
c/o Triumph Capital, L.P.
445 Park Avenue
New York, NY 10022
Chairman of the Board and Trustee
Chairman of the Board since
July 2006
and Trustee since
July 1991
General Partner of Triumph Capital, L.P., a private investment partnership; Chairman of the Board of the Retail Funds and Institutional Funds (since July 2006) and Director or Trustee
of the Retail Funds (since July 1991)
and the Institutional Funds (since
July 2001); formerly Chairman of
the Insurance Committee (until July 2006); Vice President, Bankers Trust Company and BT Capital Corporation (1984-1988).
175 None.

35




Morgan Stanley Developing Growth Securities Trust

Trustee and Officer Information continued


Name, Age and Address of
Independent Trustee
Position(s) Held with Registrant Term of
Office and
Length of
Time
Served*
Principal Occupation(s)
During Past 5 Years
Number of Portfolios
in Fund Complex Overseen by Independent Trustee**
Other Directorships
Held by Independent Trustee
W. Allen Reed (59)
c/o Kramer Levin Naftalis & Frankel LLP
Counsel to the Independent Trustees
1177 Avenue of the Americas
New York, NY 10036
Trustee Since
August 2006
Chairperson of the Equity Sub-Commitee of the Investment Committee (since October 2006) and Director or Trustee (since August 2006) of various Retail and Institutional Funds. President and CEO of General Motors Asset Management; Chairman and Chief Executive Officer of the GM Trust Bank and Corporate Vice President of General Motors Corporation (August 1994-December 2005). 161 Director of GMAC (financial services), GMAC Insurance Holdings and Temple-Inland Industries (Packaging, Banking and Forrest Products); member of the Board of Executives of the Morgan Stanley Capital International Editorial Board; Director of Legg Mason and Director of various investment fund advisory boards.
Fergus Reid (74)
c/o Lumelite Plastics Corporation
85 Charles Colman Blvd.
Pawling, NY 12564
Trustee
Since
July 2003
Chairman of Lumelite Plastics Corporation; Chairperson of the Governance Committee and Director or Trustee of the Retail Funds (since July 2003) and the Institutional Funds (since June 1992). 176 Trustee and Director of certain investment companies in the JPMorgan Funds complex managed by J.P. Morgan Investment Management Inc.

36




Morgan Stanley Developing Growth Securities Trust

Trustee and Officer Information continued

Interested Trustee:


Name, Age and Address of
Interested Trustee
Position(s) Held with Registrant Term of
Office and
Length of
Time
Served*
Principal Occupation(s)
During Past 5 Years
Number of Portfolios
in Fund Complex Overseen by Interested Trustee**
Other Directorships
Held by Interested Trustee
James F. Higgins (58)
c/o Morgan Stanley Trust
Harborside Financial Center
Plaza Two
Jersey City, NJ 07311
Trustee
Since
June 2000
Director or Trustee of the Retail Funds (since June 2000) and the Institutional Funds (since July 2003); Senior Advisor of Morgan Stanley (since August 2000). 175 Director of AXA Financial, Inc. and The Equitable Life Assurance Society of the United States (financial services).
    * This is the earliest date the Trustee began serving the funds advised by Morgan Stanley Investment Advisors Inc. (the ‘‘Investment Adviser’’) (the ‘‘Retail Funds’’) or the funds advised by Morgan Stanley Investment Management Inc. and Morgan Stanley AIP GP LP (the ‘‘Institutional Funds’’).
** The Fund Complex includes all open-end and closed-end funds (including all of their portfolios) advised by the Investment Adviser and any funds that have an investment adviser that is an affiliated person of the Investment Adviser (including, but not limited to, Morgan Stanley Investment Management Inc.) as of October 2, 2006.

37




Morgan Stanley Developing Growth Securities Trust

Trustee and Officer Information continued

Executive Officers:


Name, Age and Address of
Executive Officer
Position(s)
Held with
Registrant
    
Term of
Office and
Length of
Time
Served*
Principal Occupation(s) During Past 5 Years
Ronald E. Robison (67)
1221 Avenue of the Americas
New York, NY 10020
President and Principal Executive Officer
President since September 2005 and Principal Executive Officer since May 2003 President (since September 2005) and Principal Executive Officer (since May 2003) of funds in the Fund Complex; President (since September 2005) and Principal Executive Officer (since May 2003) of the Van Kampen Funds; Managing Director, Director and/or Officer of the Investment Adviser and various entities affiliated with the Investment Adviser; Director of Morgan Stanley SICAV (since May 2004). Formerly, Executive Vice President (July 2003 to September 2005) of funds in the Fund Complex and the Van Kampen Funds; President and Director of the Institutional Funds (March 2001 to July 2003); Chief Global Operating Officer of Morgan Stanley Investment Management Inc.; Chief Administrative Officer of Morgan Stanley Investment Advisors Inc.; Chief Administrative Officer of Morgan Stanley Services Company Inc.
J. David Germany (52)
Morgan Stanley Investment Management Ltd.
25 Cabot Square
Canary Wharf, London
United Kingdom E144QA
Vice President Since February 2006 Managing Director and (since December 2005) Chief Investment Officer – Global Fixed Income of Morgan Stanley Investment Management; Managing Director and Director of Morgan Stanley Investment Management Limited; Vice President of the Retail and Institutional Funds (since February 2006).
Dennis F. Shea (53)
1221 Avenue of the Americas
New York, NY 10020
Vice President Since February 2006 Managing Director and (since February 2006) Chief Investment Officer – Global Equity of Morgan Stanley Investment Management; Vice President of the Retail and Institutional Funds (since February 2006). Formerly, Managing Director and Director of Global Equity Research at Morgan Stanley.
Barry Fink (51)
1221 Avenue of the Americas
New York, NY 10020
Vice President
Since
February 1997
Managing Director and General Counsel of Morgan Stanley Investment Management; Managing Director of the Investment Adviser and various entities affiliated with the Investment Adviser; Vice President of the Retail Funds and (since July 2003) the Institutional Funds. Formerly, Secretary, General Counsel and/or Director of the Investment Adviser and various entities affiliated with the Investment Adviser; Secretary and General Counsel of the Retail Funds.
Amy R. Doberman (44)
1221 Avenue of the Americas
New York, NY 10020
Vice President Since July 2004 Managing Director and General Counsel, U.S. Investment Management of Morgan Stanley Investment Management (since July 2004); Vice President of the Retail Funds and the Institutional Funds (since July 2004); Vice President of the Van Kampen Funds (since August 2004); Secretary (since February 2006) and Managing Director (since July 2004) of the Investment Adviser and various entities affiliated with the Investment Adviser. Formerly, Managing Director and General Counsel – Americas, UBS Global Asset Management (July 2000 to July 2004).
Carsten Otto (42)
1221 Avenue of the Americas
New York, NY 10020
Chief Compliance
Officer
Since October
2004
Managing Director and U.S. Director of Compliance for Morgan Stanley Investment Management (since October 2004); Managing Director and Chief Compliance Officer of Morgan Stanley Investment Management. Formerly, Assistant Secretary and Assistant General Counsel of the Retail Funds.
Stefanie V. Chang Yu (39)
1221 Avenue of the Americas
New York, NY 10020
Vice President
Since December 1997
Executive Director of the Investment Adviser and various entities affiliated with the Investment Adviser; Vice President of the Retail Funds (since July 2002) and the Institutional Funds (since December 1997). Formerly, Secretary of various entities affiliated with the Investment Adviser.

38




Morgan Stanley Developing Growth Securities Trust

Trustee and Officer Information continued


Name, Age and Address of
Executive Officer
Position(s)
Held with
Registrant
    
Term of
Office and
Length of
Time
Served*
Principal Occupation(s) During Past 5 Years
Francis J. Smith (41)
c/o Morgan Stanley Trust
Harborside Financial Center
Plaza Two
Jersey City, NJ 07311
Treasurer and Chief Financial Officer
Treasurer since July 2003 and Chief Financial Officer since September 2002 Executive Director of the Investment Adviser and various entities affiliated with the Investment Adviser; Treasurer and Chief Financial Officer of the Retail Funds (since July 2003). Formerly, Vice President of the Retail Funds (September 2002 to July 2003).
Mary E. Mullin (39)
1221 Avenue of the Americas
New York, NY 10020
Secretary
Since June 1999
Executive Director of the Investment Adviser and various entities affiliated with the Investment Adviser; Secretary of the Retail Funds (since July 2003) and the Institutional Funds (since June 1999).
    * This is the earliest date the Officer began serving the Retail Funds or the Institutional Funds.

    

39




Trustees

Frank L. Bowman
Michael Bozic
Kathleen A. Dennis
Edwin J. Garn
Wayne E. Hedien
James F. Higgins
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Michael E. Nugent
W. Allen Reed
Fergus Reid

Officers

Michael E. Nugent
Chairman of the Board

Ronald E. Robison
President and Principal Executive Officer

J. David Germany
Vice President

Dennis F. Shea
Vice President

Barry Fink
Vice President

Amy R. Doberman
Vice President

Carsten Otto
Chief Compliance Officer

Stefanie V. Chang Yu
Vice President

Francis J. Smith
Treasurer and Chief Financial Officer

Mary E. Mullin
Secretary

Transfer Agent

Morgan Stanley Trust
Harborside Financial Center, Plaza Two
Jersey City, New Jersey 07311

Independent Registered Public Accounting Firm

Deloitte & Touche LLP
Two World Financial Center
New York, New York 10281

Investment Adviser

Morgan Stanley Investment Advisors Inc.
1221 Avenue of the Americas
New York, New York 10020

This report is submitted for the general information of the shareholders of the Fund. For more detailed information about the Fund, its fees and expenses and other pertinent information, please read its Prospectus. The Fund's Statement of Additional Information contains additional information about the Fund, including its trustees. It is available, without charge, by calling (800) 869-NEWS.

This report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by an effective Prospectus. Read the Prospectus carefully before investing.

Investments and services offered through Morgan Stanley DW Inc., member SIPC. Morgan Stanley Distributors Inc., member NASD.

© 2006 Morgan Stanley



DGRRPT-RA06-01018P-Y09/06
MORGAN STANLEY FUNDS


Morgan Stanley
Developing Growth Securities Trust






Annual Report
September 30, 2006

















Item 2.  Code of Ethics.

(a) The Fund has adopted a code of ethics (the "Code of Ethics") that applies to
its principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions,
regardless of whether these individuals are employed by the Fund or a third
party.

(b) No information need be disclosed pursuant to this paragraph.

(c) Not applicable.

(d) Not applicable.

(e) Not applicable.

(f)

         (1) The Fund's Code of Ethics is attached hereto as Exhibit 12 A.

         (2) Not applicable.

         (3) Not applicable.


Item 3.  Audit Committee Financial Expert.

The Fund's Board of Trustees has determined that it has two "audit committee
financial experts" serving on its audit committee, each of whom are
"independent" Trustees: Dr. Manuel H. Johnson and Joseph J. Kearns. Under
applicable securities laws, a person who is determined to be an audit committee
financial expert will not be deemed an "expert" for any purpose, including
without limitation for the purposes of Section 11 of the Securities Act of 1933,
as a result of being designated or identified as an audit committee financial
expert. The designation or identification of a person as an audit committee
financial expert does not impose on such person any duties, obligations, or
liabilities that are greater than the duties, obligations, and liabilities
imposed on such person as a member of the audit committee and Board of Trustees
in the absence of such designation or identification.



                                       2



Item 4.  Principal Accountant Fees and Services.

(a)(b)(c)(d) and (g). Based on fees billed for the periods shown:




           2006
                                                            REGISTRANT            COVERED ENTITIES(1)

              AUDIT FEES........................            $ 38,400              N/A

              NON-AUDIT FEES
                        AUDIT-RELATED FEES......            $    531(2)           $5,328,768(2)
                        TAX FEES...................         $  5,400(3)           $1,640,675(4)
                        ALL OTHER FEES...........           $     -               $    -    (5)
              TOTAL NON-AUDIT FEES..........                $  5,931              $6,969,443

              TOTAL..............................           $ 44,331              $6,696,443


           2005
                                                            REGISTRANT            COVERED ENTITIES(1)
              AUDIT FEES........................            $ 38,371              N/A

              NON-AUDIT FEES
                        AUDIT-RELATED FEES.....             $    540(2)           $3,215,745(2)
                        TAX FEES..................          $  5,746(3)           $   24,000(4)
                        ALL OTHER FEES...........           $     -               $    -    (5)
              TOTAL NON-AUDIT FEES.........                 $   6,286             $3,239,745

              TOTAL..............................           $  44,657             $3,239,745


              N/A- Not applicable, as not required by Item 4.

              (1)   Covered Entities include the Adviser (excluding
                    sub-advisors) and any entity controlling, controlled by or
                    under common control with the Adviser that provides ongoing
                    services to the Registrant.
              (2)   Audit-Related Fees represent assurance and related services
                    provided that are reasonably related to the performance of
                    the audit of the financial statements of the Covered
                    Entities' and funds advised by the Adviser or its
                    affiliates, specifically data verification and agreed-upon
                    procedures related to asset securitizations and agreed-upon
                    procedures engagements.
              (3)   Tax Fees represent tax compliance, tax planning and tax
                    advice services provided in connection with the preparation
                    and review of the Registrant's tax returns.
              (4)   Tax Fees represent tax compliance, tax planning and tax
                    advice services provided in connection with the review of
                    Covered Entities' tax returns.
              (5)   All other fees represent project management for future
                    business applications and improving business and operational
                    processes.




                                       3



(e)(1) The audit committee's pre-approval policies and procedures are as
follows:

                                                                      APPENDIX A


                                 AUDIT COMMITTEE
                          AUDIT AND NON-AUDIT SERVICES
                       PRE-APPROVAL POLICY AND PROCEDURES
                                     OF THE
                  MORGAN STANLEY RETAIL AND INSTITUTIONAL FUNDS

                    AS ADOPTED AND AMENDED JULY 23, 2004,(1)


    1.  STATEMENT OF PRINCIPLES

The Audit Committee of the Board is required to review and, in its sole
discretion, pre-approve all Covered Services to be provided by the Independent
Auditors to the Fund and Covered Entities in order to assure that services
performed by the Independent Auditors do not impair the auditor's independence
from the Fund.

The SEC has issued rules specifying the types of services that an independent
auditor may not provide to its audit client, as well as the audit committee's
administration of the engagement of the independent auditor. The SEC's rules
establish two different approaches to pre-approving services, which the SEC
considers to be equally valid. Proposed services either: may be pre-approved
without consideration of specific case-by-case services by the Audit Committee
("general pre-approval"); or require the specific pre-approval of the Audit
Committee or its delegate ("specific pre-approval"). The Audit Committee
believes that the combination of these two approaches in this Policy will result
in an effective and efficient procedure to pre-approve services performed by the
Independent Auditors. As set forth in this Policy, unless a type of service has
received general pre-approval, it will require specific pre-approval by the
Audit Committee (or by any member of the Audit Committee to which pre-approval
authority has been delegated) if it is to be provided by the Independent
Auditors. Any proposed services exceeding pre-approved cost levels or budgeted
amounts will also require specific pre-approval by the Audit Committee.

The appendices to this Policy describe the Audit, Audit-related, Tax and All
Other services that have the general pre-approval of the Audit Committee. The
term of any general pre-approval is 12 months from the date of pre-approval,
unless the Audit Committee considers and provides a different period and states
otherwise. The Audit Committee will annually review and pre-approve the services
that may be provided by the Independent Auditors without obtaining specific
pre-approval from the Audit Committee. The Audit Committee will add to or
subtract from the list of general pre-approved services from time to time, based
on subsequent determinations.


-------------------
(1)      This Audit Committee Audit and Non-Audit Services Pre-Approval Policy
         and Procedures (the "Policy"), adopted as of the date above, supersedes
         and replaces all prior versions that may have been adopted from time
         to time.



                                       4



The purpose of this Policy is to set forth the policy and procedures by which
the Audit Committee intends to fulfill its responsibilities. It does not
delegate the Audit Committee's responsibilities to pre-approve services
performed by the Independent Auditors to management.

The Fund's Independent Auditors have reviewed this Policy and believes that
implementation of the Policy will not adversely affect the Independent Auditors'
independence.

    2.  DELEGATION

As provided in the Act and the SEC's rules, the Audit Committee may delegate
either type of pre-approval authority to one or more of its members. The member
to whom such authority is delegated must report, for informational purposes
only, any pre-approval decisions to the Audit Committee at its next scheduled
meeting.

    3.  AUDIT SERVICES

The annual Audit services engagement terms and fees are subject to the specific
pre-approval of the Audit Committee. Audit services include the annual financial
statement audit and other procedures required to be performed by the Independent
Auditors to be able to form an opinion on the Fund's financial statements. These
other procedures include information systems and procedural reviews and testing
performed in order to understand and place reliance on the systems of internal
control, and consultations relating to the audit. The Audit Committee will
approve, if necessary, any changes in terms, conditions and fees resulting from
changes in audit scope, Fund structure or other items.

In addition to the annual Audit services engagement approved by the Audit
Committee, the Audit Committee may grant general pre-approval to other Audit
services, which are those services that only the Independent Auditors reasonably
can provide. Other Audit services may include statutory audits and services
associated with SEC registration statements (on Forms N-1A, N-2, N-3, N-4,
etc.), periodic reports and other documents filed with the SEC or other
documents issued in connection with securities offerings.

The Audit Committee has pre-approved the Audit services in Appendix B.1. All
other Audit services not listed in Appendix B.1 must be specifically
pre-approved by the Audit Committee (or by any member of the Audit Committee to
which pre-approval has been delegated).

    4.  AUDIT-RELATED SERVICES

Audit-related services are assurance and related services that are reasonably
related to the performance of the audit or review of the Fund's financial
statements and, to the extent they are Covered Services, the Covered Entities or
that are traditionally performed by the Independent Auditors. Because the Audit
Committee believes that the provision of Audit-related services does not impair
the independence of the auditor and is consistent with the SEC's rules on
auditor independence, the Audit Committee may grant general pre-approval to
Audit-related services. Audit-related services include, among others, accounting
consultations related to accounting, financial reporting or disclosure matters




                                       5


not classified as "Audit services"; assistance with understanding and
implementing new accounting and financial reporting guidance from rulemaking
authorities; agreed-upon or expanded audit procedures related to accounting
and/or billing records required to respond to or comply with financial,
accounting or regulatory reporting matters; and assistance with internal control
reporting requirements under Forms N-SAR and/or N-CSR.

The Audit Committee has pre-approved the Audit-related services in Appendix B.2.
All other Audit-related services not listed in Appendix B.2 must be specifically
pre-approved by the Audit Committee (or by any member of the Audit Committee to
which pre-approval has been delegated).

    5.  TAX SERVICES

The Audit Committee believes that the Independent Auditors can provide Tax
services to the Fund and, to the extent they are Covered Services, the Covered
Entities, such as tax compliance, tax planning and tax advice without impairing
the auditor's independence, and the SEC has stated that the Independent Auditors
may provide such services.

Pursuant to the preceding paragraph, the Audit Committee has pre-approved the
Tax Services in Appendix B.3. All Tax services in Appendix B.3 must be
specifically pre-approved by the Audit Committee (or by any member of the Audit
Committee to which pre-approval has been delegated).

    6.  ALL OTHER SERVICES

The Audit Committee believes, based on the SEC's rules prohibiting the
Independent Auditors from providing specific non-audit services, that other
types of non-audit services are permitted. Accordingly, the Audit Committee
believes it may grant general pre-approval to those permissible non-audit
services classified as All Other services that it believes are routine and
recurring services, would not impair the independence of the auditor and are
consistent with the SEC's rules on auditor independence.

The Audit Committee has pre-approved the All Other services in Appendix B.4.
Permissible All Other services not listed in Appendix B.4 must be specifically
pre-approved by the Audit Committee (or by any member of the Audit Committee to
which pre-approval has been delegated).

    7.  PRE-APPROVAL FEE LEVELS OR BUDGETED AMOUNTS

Pre-approval fee levels or budgeted amounts for all services to be provided by
the Independent Auditors will be established annually by the Audit Committee.
Any proposed services exceeding these levels or amounts will require specific
pre-approval by the Audit Committee. The Audit Committee is mindful of the
overall relationship of fees for audit and non-audit services in determining
whether to pre-approve any such services.

    8.  PROCEDURES

All requests or applications for services to be provided by the Independent
Auditors that do not require specific approval by the Audit Committee will be
submitted to the Fund's Chief Financial Officer and must include a detailed
description of the services to be




                                       6


rendered. The Fund's Chief Financial Officer will determine whether such
services are included within the list of services that have received the general
pre-approval of the Audit Committee. The Audit Committee will be informed on a
timely basis of any such services rendered by the Independent Auditors. Requests
or applications to provide services that require specific approval by the Audit
Committee will be submitted to the Audit Committee by both the Independent
Auditors and the Fund's Chief Financial Officer, and must include a joint
statement as to whether, in their view, the request or application is consistent
with the SEC's rules on auditor independence.

The Audit Committee has designated the Fund's Chief Financial Officer to monitor
the performance of all services provided by the Independent Auditors and to
determine whether such services are in compliance with this Policy. The Fund's
Chief Financial Officer will report to the Audit Committee on a periodic basis
on the results of its monitoring. Both the Fund's Chief Financial Officer and
management will immediately report to the chairman of the Audit Committee any
breach of this Policy that comes to the attention of the Fund's Chief Financial
Officer or any member of management.

    9.  ADDITIONAL REQUIREMENTS

The Audit Committee has determined to take additional measures on an annual
basis to meet its responsibility to oversee the work of the Independent Auditors
and to assure the auditor's independence from the Fund, such as reviewing a
formal written statement from the Independent Auditors delineating all
relationships between the Independent Auditors and the Fund, consistent with
Independence Standards Board No. 1, and discussing with the Independent Auditors
its methods and procedures for ensuring independence.

    10. COVERED ENTITIES

Covered Entities include the Fund's investment adviser(s) and any entity
controlling, controlled by or under common control with the Fund's investment
adviser(s) that provides ongoing services to the Fund(s). Beginning with
non-audit service contracts entered into on or after May 6, 2003, the Fund's
audit committee must pre-approve non-audit services provided not only to the
Fund but also to the Covered Entities if the engagements relate directly to the
operations and financial reporting of the Fund. This list of Covered Entities
would include:

         Morgan Stanley Retail Funds
         ---------------------------
         Morgan Stanley Investment Advisors Inc.
         Morgan Stanley & Co. Incorporated
         Morgan Stanley DW Inc.
         Morgan Stanley Investment Management Inc.
         Morgan Stanley Investment Management Limited
         Morgan Stanley Investment Management Private Limited
         Morgan Stanley Asset & Investment Trust Management Co., Limited
         Morgan Stanley Investment Management Company
         Van Kampen Asset Management
         Morgan Stanley Services Company, Inc.
         Morgan Stanley Distributors Inc.
         Morgan Stanley Trust FSB



                                       7


         Morgan Stanley Institutional Funds
         ----------------------------------
         Morgan Stanley Investment Management Inc.
         Morgan Stanley Investment Advisors Inc.
         Morgan Stanley Investment Management Limited
         Morgan Stanley Investment Management Private Limited
         Morgan Stanley Asset & Investment Trust Management Co., Limited
         Morgan Stanley Investment Management Company
         Morgan Stanley & Co. Incorporated
         Morgan Stanley Distribution, Inc.
         Morgan Stanley AIP GP LP
         Morgan Stanley Alternative Investment Partners LP


(e)(2) Beginning with non-audit service contracts entered into on or after May
6, 2003, the audit committee also is required to pre-approve services to Covered
Entities to the extent that the services are determined to have a direct impact
on the operations or financial reporting of the Registrant. 100% of such
services were pre-approved by the audit committee pursuant to the Audit
Committee's pre-approval policies and procedures (attached hereto).

(f) Not applicable.

(g) See table above.

(h) The audit committee of the Board of Trustees has considered whether the
provision of services other than audit services performed by the auditors to the
Registrant and Covered Entities is compatible with maintaining the auditors'
independence in performing audit services.


Item 5. Audit Committee of Listed Registrants.

(a) The Fund has a separately-designated standing audit committee established in
accordance with Section 3(a)(58)(A) of the Exchange Act whose members are:
Michael Bozic, Edwin J. Garn, Wayne E. Hedien, Manual H. Johnson, Joseph J.
Kearns, Michael Nugent and Fergus Reid.

(b) Not applicable.


Item 6. Schedule of Investments

Refer to Item 1.



                                       8


Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End
Management Investment Companies.

Applicable only to reports filed by closed-end funds.


Item 8. Portfolio Managers of Closed-End Management Investment Companies

Applicable only to reports filed by closed-end funds.


Item 9. Closed-End Fund Repurchases

Applicable only to reports filed by closed-end funds.


Item 10. Submission of Matters to a Vote of Security Holders

Not applicable.


Item 11. Controls and Procedures

(a) The Fund's principal executive officer and principal financial officer have
concluded that the Fund's disclosure controls and procedures are sufficient to
ensure that information required to be disclosed by the Fund in this Form N-CSR
was recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's rules and forms, based
upon such officers' evaluation of these controls and procedures as of a date
within 90 days of the filing date of the report.

(b) There were no changes in the registrant's internal control over financial
reporting that occurred during the second fiscal quarter of the period covered
by this report that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting.


Item 12. Exhibits

(a) The Code of Ethics for Principal Executive and Senior Financial Officers is
attached hereto.

(b) A separate certification for each principal executive officer and principal
financial officer of the registrant are attached hereto as part of EX-99.CERT.





                                       9



                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934 and
the Investment Company Act of 1940, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.

Morgan Stanley Developing Growth Securities Trust

/s/ Ronald E. Robison
Ronald E. Robison
Principal Executive Officer
November 21, 2006

         Pursuant to the requirements of the Securities Exchange Act of 1934 and
the Investment Company Act of 1940, this report has been signed by the following
persons on behalf of the registrant and in the capacities and on the dates
indicated.

/s/ Ronald E. Robison
Ronald E. Robison
Principal Executive Officer
November 21, 2006

/s/ Francis Smith
Francis Smith
Principal Financial Officer
November 21, 2006










                                       10




                                                                    EXHIBIT 12 A


      CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS
            ADOPTED SEPTEMBER 28, 2004, AS AMENDED SEPTEMBER 20, 2005



I.   This Code of Ethics (the "Code") for the investment companies within the
     Morgan Stanley complex identified in Exhibit A (collectively, "Funds" and
     each, a "Fund") applies to each Fund's Principal Executive Officer,
     President, Principal Financial Officer and Treasurer (or persons performing
     similar functions) ("Covered Officers" each of whom are set forth in
     Exhibit B) for the purpose of promoting:

     o   honest and ethical conduct, including the ethical handling of actual or
         apparent conflicts of interest between personal and professional
         relationships.

     o   full, fair, accurate, timely and understandable disclosure in reports
         and documents that a company files with, or submits to, the Securities
         and Exchange Commission ("SEC") and in other public communications made
         by the Fund;

     o   compliance with applicable laws and governmental rules and regulations;

     o   prompt internal reporting of violations of the Code to an appropriate
         person or persons identified in the Code; and

     o   accountability for adherence to the Code.

         Each Covered Officer should adhere to a high standard of business
ethics and should be sensitive to situations that may give rise to actual as
well as apparent conflicts of interest. Any question about the application of
the Code should be referred to the General Counsel or his/her designee (who is
set forth in Exhibit C).

II.  COVERED OFFICERS SHOULD HANDLE ETHICALLY ACTUAL AND APPARENT CONFLICTS OF
     INTEREST

         OVERVIEW. A "conflict of interest" occurs when a Covered Officer's
private interest interferes, or appears to interfere, with the interests of, or
his service to, the Fund. For example, a conflict of interest would arise if a
Covered Officer, or a member of his family, receives improper personal benefits
as a result of his position with the Fund.

         Certain conflicts of interest arise out of the relationships between
Covered Officers and the Fund and already are subject to conflict of interest
provisions in the



                                       11


Investment Company Act of 1940 ("Investment Company Act") and the Investment
Advisers Act of 1940 ("Investment Advisers Act"). For example, Covered Officers
may not individually engage in certain transactions (such as the purchase or
sale of securities or other property) with the Fund because of their status as
"affiliated persons" (as defined in the Investment Company Act) of the Fund. The
Fund's and its investment adviser's compliance programs and procedures are
designed to prevent, or identify and correct, violations of these provisions.
This Code does not, and is not intended to, repeat or replace these programs and
procedures, and such conflicts fall outside the parameters of this Code, unless
or until the General Counsel determines that any violation of such programs and
procedures is also a violation of this Code.

         Although typically not presenting an opportunity for improper personal
benefit, conflicts may arise from, or as a result of, the contractual
relationship between the Fund and its investment adviser of which the Covered
Officers are also officers or employees. As a result, this Code recognizes that
the Covered Officers will, in the normal course of their duties (whether
formally for the Fund or for the investment adviser, or for both), be involved
in establishing policies and implementing decisions that will have different
effects on the Fund and its investment adviser. The participation of the Covered
Officers in such activities is inherent in the contractual relationship between
the Fund and the investment adviser and is consistent with the performance by
the Covered Officers of their duties as officers of the Fund. Thus, if performed
in conformity with the provisions of the Investment Company Act and the
Investment Advisers Act, such activities will be deemed to have been handled
ethically. In addition, it is recognized by the Funds' Boards of
Directors/Trustees ("Boards") that the Covered Officers may also be officers or
employees of one or more other investment companies covered by this or other
codes.

         Other conflicts of interest are covered by the Code, even if such
conflicts of interest are not subject to provisions in the Investment Company
Act and the Investment Advisers Act. The following list provides examples of
conflicts of interest under the Code, but Covered Officers should keep in mind
that these examples are not exhaustive. The overarching principle is that the
personal interest of a Covered Officer should not be placed improperly before
the interest of the Fund.

         Each Covered Officer must not:

         o   use his personal influence or personal relationships improperly to
             influence investment decisions or financial reporting by the Fund
             whereby the Covered Officer would benefit personally (directly or
             indirectly);

         o   cause the Fund to take action, or fail to take action, for the
             individual personal benefit of the Covered Officer rather than the
             benefit of the Fund; or

         o   use material non-public knowledge of portfolio transactions made or
             contemplated for, or actions proposed to be taken by, the Fund to
             trade personally or cause others to trade personally in
             contemplation of the market effect of such transactions.



                                       12


         Each Covered Officer must, at the time of signing this Code, report to
the General Counsel all affiliations or significant business relationships
outside the Morgan Stanley complex and must update the report annually.

         Conflict of interest situations should always be approved by the
General Counsel and communicated to the relevant Fund or Fund's Board. Any
activity or relationship that would present such a conflict for a Covered
Officer would likely also present a conflict for the Covered Officer if an
immediate member of the Covered Officer's family living in the same household
engages in such an activity or has such a relationship. Examples of these
include:

         o   service or significant business relationships as a director on the
             board of any public or private company;

         o   accepting directly or indirectly, anything of value, including
             gifts and gratuities in excess of $100 per year from any person or
             entity with which the Fund has current or prospective business
             dealings, not including occasional meals or tickets for theatre or
             sporting events or other similar entertainment; provided it is
             business-related, reasonable in cost, appropriate as to time and
             place, and not so frequent as to raise any question of impropriety;

         o   any ownership interest in, or any consulting or employment
             relationship with, any of the Fund's service providers, other than
             its investment adviser, principal underwriter, or any affiliated
             person thereof; and

         o   a direct or indirect financial interest in commissions, transaction
             charges or spreads paid by the Fund for effecting portfolio
             transactions or for selling or redeeming shares other than an
             interest arising from the Covered Officer's employment, such as
             compensation or equity ownership.

III.     DISCLOSURE AND COMPLIANCE

         o   Each Covered Officer should familiarize himself/herself with the
             disclosure and compliance requirements generally applicable to the
             Funds;

         o   each Covered Officer must not knowingly misrepresent, or cause
             others to misrepresent, facts about the Fund to others, whether
             within or outside the Fund, including to the Fund's
             Directors/Trustees and auditors, or to governmental regulators and
             self-regulatory organizations;

         o   each Covered Officer should, to the extent appropriate within his
             area of responsibility, consult with other officers and employees
             of the Funds and their investment advisers with the goal of
             promoting full, fair, accurate, timely and understandable
             disclosure in the reports and documents the Funds file with, or
             submit to, the SEC and in other public communications made by the
             Funds; and



                                       13


         o   it is the responsibility of each Covered Officer to promote
             compliance with the standards and restrictions imposed by
             applicable laws, rules and regulations.

IV.      REPORTING AND ACCOUNTABILITY

         Each Covered Officer must:

         o   upon adoption of the Code (thereafter as applicable, upon becoming
             a Covered Officer), affirm in writing to the Boards that he has
             received, read and understands the Code;

         o   annually thereafter affirm to the Boards that he has complied with
             the requirements of the Code;

         o   not retaliate against any other Covered Officer, other officer or
             any employee of the Funds or their affiliated persons for reports
             of potential violations that are made in good faith; and

         o   notify the General Counsel promptly if he/she knows or suspects of
             any violation of this Code. Failure to do so is itself a violation
             of this Code.

         The General Counsel is responsible for applying this Code to specific
situations in which questions are presented under it and has the authority to
interpret this Code in any particular situation. However, any waivers(2) sought
by a Covered Officer must be considered by the Board of the relevant Fund or
Funds.

         The Funds will follow these procedures in investigating and enforcing
this Code:

         o   the General Counsel will take all appropriate action to investigate
             any potential violations reported to him;

         o   if, after such investigation, the General Counsel believes that no
             violation has occurred, the General Counsel is not required to take
             any further action;

         o   any matter that the General Counsel believes is a violation will be
             reported to the relevant Fund's Audit Committee;

         o   if the directors/trustees/managing general partners who are not
             "interested persons" as defined by the Investment Company Act (the
             "Independent Directors/Trustees/Managing General Partners") of the
             relevant Fund concur that a violation has occurred, they will
             consider appropriate action, which may include review of, and
             appropriate modifications to, applicable



-----------------------
(2)      Item 2 of Form N-CSR defines "waiver" as "the approval by the
         registrant of a material departure from a provision of the code of
         ethics."




                                       14


             policies and procedures; notification to appropriate personnel of
             the investment adviser or its board; or a recommendation to dismiss
             the Covered Officer or other appropriate disciplinary actions;

         o   the Independent Directors/Trustees/Managing General Partners of the
             relevant Fund will be responsible for granting waivers of this
             Code, as appropriate; and

         o   any changes to or waivers of this Code will, to the extent
             required, be disclosed as provided by SEC rules.

V.       OTHER POLICIES AND PROCEDURES

         This Code shall be the sole code of ethics adopted by the Funds for
purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules and
forms applicable to registered investment companies thereunder. Insofar as other
policies or procedures of the Funds, the Funds' investment advisers, principal
underwriters, or other service providers govern or purport to govern the
behavior or activities of the Covered Officers who are subject to this Code,
they are superseded by this Code to the extent that they overlap or conflict
with the provisions of this Code unless any provision of this Code conflicts
with any applicable federal or state law, in which case the requirements of such
law will govern. The Funds' and their investment advisers' and principal
underwriters' codes of ethics under Rule 17j-1 under the Investment Company Act
and Morgan Stanley's Code of Ethics are separate requirements applying to the
Covered Officers and others, and are not part of this Code.

VI.      AMENDMENTS

         Any amendments to this Code, other than amendments to Exhibits A, B

 or C, must be approved or ratified by a majority vote of the Board of each
Fund, including a majority of Independent Directors/Trustees/Managing General
Partners.

VII.     CONFIDENTIALITY

         All reports and records prepared or maintained pursuant to this Code
will be considered confidential and shall be maintained and protected
accordingly. Except as otherwise required by law or this Code, such matters
shall not be disclosed to anyone other than the Independent
Directors/Trustees/Managing General Partners of the relevant Fund or Funds and
their counsel, the relevant Fund or Funds and their counsel and the relevant
investment adviser and its counsel.




                                       15





VIII.    INTERNAL USE

         The Code is intended solely for the internal use by the Funds and does
not constitute an admission, by or on behalf of any Fund, as to any fact,
circumstance, or legal conclusion



I have read and understand the terms of the above Code. I recognize the
responsibilities and obligations incurred by me as a result of my being subject
to the Code. I hereby agree to abide by the above Code.


-------------------------

Date:
     --------------------





                                       16



                                    EXHIBIT A
                                    ---------


                                    FUND LIST

                                       AT
                               SEPTEMBER 30, 2006


RETAIL FUNDS

OPEN-END RETAIL FUNDS

    TAXABLE MONEY MARKET FUNDS
    --------------------------

1.  Active Assets Government Securities Trust ("AA Government")
2.  Active Assets Institutional Government Securities Trust ("AA Institutional
    Government")
3.  Active Assets Institutional Money Trust ("AA Institutional Money")
4.  Active Assets Money Trust ("AA Money")
5.  Morgan Stanley Liquid Asset Fund Inc. ("Liquid Asset")
6.  Morgan Stanley U.S. Government Money Market Trust ("Government Money")

    TAX-EXEMPT MONEY MARKET FUNDS
    -----------------------------

7.  Active Assets California Tax-Free Trust ("AA California")
8.  Active Assets Tax-Free Trust ("AA Tax-Free")
9.  Morgan Stanley California Tax-Free Daily Income Trust ("California Tax-Free
    Daily")
10. Morgan Stanley New York Municipal Money Market Trust ("New York Money")
11. Morgan Stanley Tax-Free Daily Income Trust ("Tax-Free Daily")

    EQUITY FUNDS
    ------------

12. Morgan Stanley Aggressive Equity Fund ("Aggressive Equity")+
13. Morgan Stanley Allocator Fund ("Allocator Fund")+
14. Morgan Stanley Capital Opportunities Trust ("Capital Opportunities")+
15. Morgan Stanley Developing Growth Securities Trust ("Developing Growth")+
16. Morgan Stanley Dividend Growth Securities Inc. ("Dividend Growth")+
17. Morgan Stanley Equally-Weighted S&P 500 Fund ("Equally-Weighted S&P 500")+
18. Morgan Stanley European Equity Fund Inc. ("European Equity")+
19. Morgan Stanley Financial Services Trust ("Financial Services")+
20. Morgan Stanley Focus Growth Fund ("Focus Growth")+
21. Morgan Stanley Fundamental Value Fund ("Fundamental Value")+
22. Morgan Stanley Global Advantage Fund ("Global Advantage")+
23. Morgan Stanley Global Dividend Growth Securities ("Global Dividend Growth")+
24. Morgan Stanley Global Utilities Fund ("Global Utilities")+




                                       17


25. Morgan Stanley Growth Fund ("Growth Fund")+
26. Morgan Stanley Health Sciences Trust ("Health Sciences")+
27. Morgan Stanley Institutional Strategies Fund ("Institutional Strategies")+
28. Morgan Stanley International Fund ("International Fund")+
29. Morgan Stanley International SmallCap Fund ("International SmallCap")+
30. Morgan Stanley International Value Equity Fund ("International Value")+
31. Morgan Stanley Japan Fund ("Japan Fund")+
32. Morgan Stanley Mid-Cap Value Fund (Mid-Cap Value")+
33. Morgan Stanley Multi-Asset Class Fund ("Multi-Asset Class")+
34. Morgan Stanley Nasdaq-100 Index Fund ("Nasdaq-100")+
35. Morgan Stanley Natural Resource Development Securities Inc. ("Natural
    Resource")+
36. Morgan Stanley Pacific Growth Fund Inc. ("Pacific Growth")+
37. Morgan Stanley Real Estate Fund ("Real Estate")+
38. Morgan Stanley Small-Mid Special Value Fund (Small-Mid Special Value")+
39. Morgan Stanley S&P 500 Index Fund ("S&P500 Index")+
40. Morgan Stanley Special Growth Fund ("Special Growth")+
41. Morgan Stanley Special Value Fund ("Special Value")+
42. Morgan Stanley Technology Fund ("Technology")+
43. Morgan Stanley Total Market Index Fund ("Total Market Index")+
44. Morgan Stanley Total Return Trust ("Total Return")+
45. Morgan Stanley Utilities Fund ("Utilities Fund")+
46. Morgan Stanley Value Fund ("Value Fund")+

    BALANCED FUNDS
    --------------

47. Morgan Stanley Balanced Fund ("Balanced")+


    ASSET ALLOCATION FUND
    ---------------------

48. Morgan Stanley Strategist Fund ("Strategist Fund")+

    TAXABLE FIXED-INCOME FUNDS
    --------------------------

49. Morgan Stanley Convertible Securities Trust ("Convertible Securities")+
50. Morgan Stanley Flexible Income Trust ("Flexible Income")+
51. Morgan Stanley Income Trust ("Income Trust")+
52. Morgan Stanley High Yield Securities Inc. ("High Yield Securities")+
53. Morgan Stanley Limited Duration Fund ("Limited Duration Fund")
54. Morgan Stanley Limited Duration U.S. Treasury Trust ("Limited Duration
    Treasury")
55. Morgan Stanley Mortgage Securities Trust ("Mortgage Securities")+
56. Morgan Stanley U.S. Government Securities Trust ("Government Securities")+

    TAX-EXEMPT FIXED-INCOME FUNDS
    -----------------------------



                                       18


57. Morgan Stanley California Tax-Free Income Fund ("California Tax-Free")+
58. Morgan Stanley Limited Term Municipal Trust ("Limited Term Municipal")
59. Morgan Stanley New York Tax-Free Income Fund ("New York Tax-Free")+
60. Morgan Stanley Tax-Exempt Securities Trust ("Tax-Exempt Securities")+

    SPECIAL PURPOSE FUNDS
    ---------------------

61. Morgan Stanley Select Dimensions Investment Series ("Select Dimensions")
       o  Balanced Growth Portfolio
       o  Capital Opportunities Portfolio
       o  Developing Growth Portfolio
       o  Dividend Growth Portfolio
       o  Equally-Weighted S&P 500 Portfolio
       o  Flexible Income Portfolio
       o  Focus Growth Portfolio
       o  Global Equity Portfolio
       o  Growth Portfolio
       o  Money Market Portfolio
       o  Utilities Portfolio

62. Morgan Stanley Variable Investment Series ("Variable Investment")
       o  Aggressive Equity Portfolio
       o  Dividend Growth Portfolio
       o  Equity Portfolio
       o  European Equity Portfolio
       o  Global Advantage Portfolio
       o  Global Dividend Growth Portfolio
       o  High Yield Portfolio
       o  Income Builder Portfolio
       o  Limited Duration Portfolio
       o  Money Market Portfolio
       o  Income Plus Portfolio
       o  S&P 500 Index Portfolio
       o  Strategist Portfolio
       o  Utilities Portfolio


CLOSED-END RETAIL FUNDS

    TAXABLE FIXED-INCOME CLOSED-END FUNDS
    -------------------------------------

63. Morgan Stanley Government Income Trust ("Government Income")
64. Morgan Stanley Income Securities Inc. ("Income Securities")
65. Morgan Stanley Prime Income Trust ("Prime Income")



                                       19


    TAX-EXEMPT FIXED-INCOME CLOSED-END FUNDS
    ----------------------------------------

66. Morgan Stanley California Insured Municipal Income Trust ("California
    Insured Municipal")
67. Morgan Stanley California Quality Municipal Securities ("California Quality
    Municipal")
68. Morgan Stanley Insured California Municipal Securities ("Insured California
    Securities")
69. Morgan Stanley Insured Municipal Bond Trust ("Insured Municipal Bond")
70. Morgan Stanley Insured Municipal Income Trust ("Insured Municipal Income")
71. Morgan Stanley Insured Municipal Securities ("Insured Municipal Securities")
72. Morgan Stanley Insured Municipal Trust ("Insured Municipal Trust")
73. Morgan Stanley Municipal Income Opportunities Trust ("Municipal
    Opportunities")
74. Morgan Stanley Municipal Income Opportunities Trust II ("Municipal
    Opportunities II")
75. Morgan Stanley Municipal Income Opportunities Trust III ("Municipal
    Opportunities III")
76. Morgan Stanley Municipal Premium Income Trust ("Municipal Premium")
77. Morgan Stanley New York Quality Municipal Securities ("New York Quality
    Municipal")
78. Morgan Stanley Quality Municipal Income Trust ("Quality Municipal Income")
79. Morgan Stanley Quality Municipal Investment Trust ("Quality Municipal
    Investment")
80. Morgan Stanley Quality Municipal Securities ("Quality Municipal Securities")

+- Denotes Retail Multi-Class Fund

                               INSTITUTIONAL FUNDS
                               -------------------

OPEN-END INSTITUTIONAL FUNDS

1. Morgan Stanley Institutional Fund, Inc. ("Institutional Fund Inc.")

   Active Portfolios:
       o  Active International Allocation Portfolio
       o  Emerging Markets Portfolio
       o  Emerging Markets Debt Portfolio
       o  Focus Equity Portfolio
       o  Global Franchise Portfolio
       o  Global Real Estate Portfolio
       o  Global Value Equity Portfolio
       o  International Equity Portfolio
       o  International Growth Equity Portfolio
       o  International Magnum Portfolio
       o  International Real Estate Portfolio
       o  International Small Cap Portfolio



                                       20


       o  Large Cap Relative Value Portfolio
       o  Money Market Portfolio
       o  Municipal Money Market Portfolio
       o  Small Company Growth Portfolio
       o  Systematic Active large Cap Core Portfolio
       o  Systematic Active Small Cap Core Portfolio
       o  Systematic Active Small Cap Growth Portfolio
       o  Systematic Active Small Cap Value Portfolio
       o  U.S. Large Cap Growth Portfolio
       o  U.S. Real Estate Portfolio

   Inactive Portfolios*:

       o  China Growth Portfolio
       o  Gold Portfolio
       o  Large Cap Relative Value Portfolio
       o  MicroCap Portfolio
       o  Mortgage-Backed Securities Portfolio
       o  Municipal Bond Portfolio
       o  U.S. Equity Plus Portfolio

2. Morgan Stanley Institutional Fund Trust ("Institutional Fund Trust")

   Active Portfolios:

       o  Advisory Portfolio
       o  Advisory Foreign Fixed Income II Portfolio
       o  Advisory Foreign Fixed Income Portfolio
       o  Balanced Portfolio
       o  Core Fixed Income Portfolio
       o  Core Plus Fixed Income Portfolio
       o  Equity Portfolio
       o  Equity Plus Portfolio
       o  High Yield Portfolio
       o  Intermediate Duration Portfolio
       o  International Fixed Income Portfolio
       o  Investment Grade Fixed Income Portfolio
       o  Limited Duration Portfolio
       o  Long Duration Fixed Income Portfolio
       o  Mid-Cap Growth Portfolio
       o  Municipal Portfolio


--------------------
* Have not commenced or have ceased operations



                                       21


       o  U.S. Mid-Cap Value Portfolio
       o  U.S. Small-Cap Value Portfolio
       o  Value Portfolio

   Inactive Portfolios*:

       o  Balanced Plus Portfolio
       o  Growth Portfolio
       o  Investment Grade Credit Advisory Portfolio
       o  Mortgage Advisory Portfolio
       o  New York Municipal Portfolio
       o  Targeted Duration Portfolio
       o  Value II Portfolio

3. The Universal Institutional Funds, Inc. ("Universal Funds")

   Active Portfolios:
       o  Core Plus Fixed Income Portfolio
       o  Emerging Markets Debt Portfolio
       o  Emerging Markets Equity Portfolio
       o  Equity and Income Portfolio
       o  Equity Growth Portfolio
       o  Global Franchise Portfolio
       o  Global Real Estate Portfolio
       o  Global Value Equity Portfolio
       o  High Yield Portfolio
       o  International Growth Equity Portfolio
       o  International Magnum Portfolio
       o  Mid-Cap Growth Portfolio
       o  Small Company Growth Portfolio
       o  U.S. Mid-Cap Value Portfolio
       o  U.S. Real Estate Portfolio
       o  Value Portfolio


   Inactive Portfolios*:

       o  Balanced Portfolio
       o  Capital Preservation Portfolio
       o  Core Equity Portfolio
       o  International Fixed Income Portfolio
       o  Investment Grade Fixed Income Portfolio
       o  Latin American Portfolio
       o  Multi-Asset Class Portfolio


--------------------

                                       22


       o  Targeted Duration Portfolio

4. Morgan Stanley Institutional Liquidity Funds ("Liquidity Funds")

   Active Portfolios:

       o  Government Portfolio
       o  Money Market Portfolio
       o  Prime Portfolio
       o  Tax-Exempt Portfolio
       o  Treasury Portfolio


     Inactive Portfolios*:

       o  Government Securities Portfolio
       o  Treasury Securities Portfolio


CLOSED-END INSTITUTIONAL FUNDS

5.  Morgan Stanley Asia-Pacific Fund, Inc. ("Asia-Pacific Fund")
6.  Morgan Stanley Eastern Europe Fund, Inc. ("Eastern Europe")
7.  Morgan Stanley Emerging Markets Debt Fund, Inc. ("Emerging Markets Debt")
8.  Morgan Stanley Emerging Markets Fund, Inc. ("Emerging Markets Fund")
9.  Morgan Stanley Global Opportunity Bond Fund, Inc. ("Global Opportunity")
10. Morgan Stanley High Yield Fund, Inc. ("High Yield Fund")
11. The Latin American Discovery Fund, Inc. ("Latin American Discovery")
12  The Malaysia Fund, Inc. ("Malaysia Fund")
13. The Thai Fund, Inc. ("Thai Fund")
14. The Turkish Investment Fund, Inc. ("Turkish Investment")
15. India Investment Fund ("India Investment")

CLOSED-END FUND OF HEDGE FUNDS

16. Morgan Stanley Institutional Fund of Hedge Funds ("Fund of Hedge Funds")



                                 IN REGISTRATION

MORGAN STANLEY RETAIL FUNDS
1.  Morgan Stanley American Franchise Fund

FUNDS OF HEDGE FUNDS
1.  Morgan Stanley Absolute Return Fund



--------------------------
* Have not commenced or have ceased operations




                                       23


2.  Morgan Stanley Institutional Fund of Hedge Funds II






                                       24





                                    EXHIBIT B
                                    ---------

                               INSTITUTIONAL FUNDS
                                COVERED OFFICERS
                                ----------------

          Ronald E. Robison -President and Principal Executive Officer
            James W. Garrett - Chief Financial Officer and Treasurer

                                  RETAIL FUNDS
                                COVERED OFFICERS
                                ----------------

          Ronald E. Robison -President and Principal Executive Officer
              Francis Smith - Chief Financial Officer and Treasurer

                   MORGAN STANLEY INDIA INVESTMENT FUND, INC.
                                COVERED OFFICERS
                                ----------------

          Ronald E. Robison - President and Principal Executive Officer
            James W. Garrett - Chief Financial Officer and Treasurer





                                       25





                                    EXHIBIT C
                                    ---------

                                 GENERAL COUNSEL
                                 ---------------

                                   Barry Fink










                                       26



                                                                   EXHIBIT 12 B1

                  CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

                                 CERTIFICATIONS
                                 --------------

I, Ronald E. Robison, certify that:

I have reviewed this report on Form N-CSR of Morgan Stanley Developing Growth
Securities Trust;

1.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

2.   Based on my knowledge, the financial statements and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations, changes in net
     assets, and cash flows (if the financial statements are required to include
     a statement of cash flows) of the registrant as of, and for, the periods
     presented in this report;

3.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Rule 30a-3(c) under the Investment Company Act of 1940) and internal
     control over financial reporting (as defined in Rule 30a-3(d) under the
     Investment Company Act of 1940) for the registrant and have:

a)   designed such disclosure controls and procedures, or caused such disclosure
     controls and procedures to be designed under our supervision, to ensure
     that material information relating to the registrant, including its
     consolidated subsidiaries, is made known to us by others within those
     entities, particularly during the period in which this report is being
     prepared;

b)   designed such internal control over financial reporting, or caused such
     internal control over financial reporting to be designed under our
     supervision, to provide reasonable assurance regarding the reliability of
     financial reporting and the preparation of financial statements for
     external purposes in accordance with generally accepted accounting
     principles;

c)   evaluated the effectiveness of the registrant's disclosure controls and
     procedures and presented in this report our conclusions about the
     effectiveness of the disclosure controls and procedures, as of a date
     within 90 days prior to the filing date of this report based on such
     evaluation; and

d)   disclosed in this report any change in the registrant's internal control
     over financial reporting that occurred during the second fiscal quarter of
     the period covered by this report that has materially affected, or is
     reasonably likely to materially affect, the registrant's internal control
     over financial reporting; and

4.   The registrant's other certifying officer(s) and I have disclosed to the
     registrant's auditors and the audit committee of the registrant's board of
     directors (or persons performing the equivalent functions):



                                       27


a)   all significant deficiencies and material weaknesses in the design or
     operation of internal control over financial reporting which are reasonably
     likely to adversely affect the registrant's ability to record, process,
     summarize, and report financial information; and

b)   any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal controls
     over financial reporting.

Date: November 21, 2006
                                                /s/ Ronald E. Robison
                                                Ronald E. Robison
                                                Principal Executive Officer




                                       28




                                                                   EXHIBIT 12 B2

                  CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

                                 CERTIFICATIONS
                                 --------------

I, Francis Smith, certify that:

I have reviewed this report on Form N-CSR of Morgan Stanley Developing Growth
Securities Trust;

1.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

2.   Based on my knowledge, the financial statements and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations, changes in net
     assets, and cash flows (if the financial statements are required to include
     a statement of cash flows) of the registrant as of, and for, the periods
     presented in this report;

3.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Rule 30a-3(c) under the Investment Company Act of 1940) and internal
     control over financial reporting (as defined in Rule 30a-3(d) under the
     Investment Company Act of 1940) for the registrant and have:

a)   designed such disclosure controls and procedures, or caused such disclosure
     controls and procedures to be designed under our supervision, to ensure
     that material information relating to the registrant, including its
     consolidated subsidiaries, is made known to us by others within those
     entities, particularly during the period in which this report is being
     prepared;

b)   designed such internal control over financial reporting, or caused such
     internal control over financial reporting to be designed under our
     supervision, to provide reasonable assurance regarding the reliability of
     financial reporting and the preparation of financial statements for
     external purposes in accordance with generally accepted accounting
     principles;

c)   evaluated the effectiveness of the registrant's disclosure controls and
     procedures and presented in this report our conclusions about the
     effectiveness of the disclosure controls and procedures, as of a date
     within 90 days prior to the filing date of this report based on such
     evaluation; and

d)   disclosed in this report any change in the registrant's internal control
     over financial reporting that occurred during the second fiscal quarter of
     the period covered by this report that has materially affected, or is
     reasonably likely to materially affect, the registrant's internal control
     over financial reporting; and

4.   The registrant's other certifying officer(s) and I have disclosed to the
     registrant's auditors and the audit committee of the registrant's board of
     directors (or persons performing the equivalent functions):




                                       29


a)   all significant deficiencies and material weaknesses in the design or
     operation of internal control over financial reporting which are reasonably
     likely to adversely affect the registrant's ability to record, process,
     summarize, and report financial information; and

b)   any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal controls
     over financial reporting.

Date: November 21, 2006
                                              /s/ Francis Smith
                                              Francis Smith
                                              Principal Financial Officer




                                       30




                            SECTION 906 CERTIFICATION

                Certification Pursuant to 18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002

Morgan Stanley Developing Growth Securities Trust

         In connection with the Report on Form N-CSR (the "Report") of the
above-named issuer for the period ended September 30, 2006 that is accompanied
by this certification, the undersigned hereby certifies that:

1.       The Report fully complies with the requirements of Section 13(a) or
         15(d) of the Securities Exchange Act of 1934; and

2.       The information contained in the Report fairly presents, in all
         material respects, the financial condition and results of operations of
         the Issuer.



Date: November 21, 2006                          /s/ Ronald E. Robison
                                                 ---------------------------
                                                 Ronald E. Robison
                                                 Principal Executive Officer


A signed original of this written statement required by Section 906 has been
provided to Morgan Stanley Developing Growth Securities Trust and will be
retained by Morgan Stanley Developing Growth Securities Trust and furnished to
the Securities and Exchange Commission or its staff upon request.





                                       31



                            SECTION 906 CERTIFICATION

                Certification Pursuant to 18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002

Morgan Stanley Developing Growth Securities Trust

         In connection with the Report on Form N-CSR (the "Report") of the
above-named issuer for the period ended September 30, 2006 that is accompanied
by this certification, the undersigned hereby certifies that:

1.       The Report fully complies with the requirements of Section 13(a) or
         15(d) of the Securities Exchange Act of 1934; and

2.       The information contained in the Report fairly presents, in all
         material respects, the financial condition and results of operations of
         the Issuer.



Date: November 21, 2006                          /s/ Francis Smith
                                                 ----------------------
                                                 Francis Smith
                                                 Principal Financial Officer


A signed original of this written statement required by Section 906 has been
provided to Morgan Stanley Developing Growth Securities Trust and will be
retained by Morgan Stanley Developing Growth Securities Trust and furnished to
the Securities and Exchange Commission or its staff upon request.





                                       32