Morgan Stanley & Co. Incorporated (Order Under Section 27A(B) of the Securities Act of 1933, And Section 21E(B) of the Securities Exchange Act of 1934, Granting Waivers of the Disqualification Provisions of Section 27A(B)(1)(A)(ii) Of The Securities Act and Section 21E(B)(1)(A)(ii) Of The Exchange Act)

UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933
Release No. 8531 / February 7, 2005

SECURITIES EXCHANGE ACT OF 1934
Release No. 51143 / February 7, 2005

In the Matter of

MORGAN STANLEY & CO. INCORPORATED,

Respondent.

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ORDER UNDER SECTION 27A(b) OF THE SECURITIES ACT OF 1933, AND SECTION 21E(b) OF THE SECURITIES EXCHANGE ACT OF 1934, GRANTING WAIVERS OF THE DISQUALIFICATION PROVISIONS OF SECTION 27A(b)(1)(A)(ii) OF THE SECURITIES ACT AND SECTION 21E(b)(1)(A)(ii) OF THE EXCHANGE ACT

Morgan Stanley & Co. Incorporated, ("Morgan Stanley") has submitted a letter on behalf of itself and its affiliates, dated September 23, 2004, requesting a waiver of the disqualification provisions of Section 27A(b)(1)(A)(ii) of the Securities Act of 1933 ("Securities Act") and Section 21E(b)(1)(A)(ii) of the Securities Exchange Act of 1934 ("Exchange Act") arising from the settlement of a civil injunctive proceeding with the Commission. On January 25, 2005, the Commission filed a civil injunctive complaint against Morgan Stanley in the United States District Court for the District of Columbia alleging that Morgan Stanley violated Rule 101 of Regulation M under the Securities Exchange Act of 1934 ("Exchange Act").

Morgan Stanley filed a "Consent of Defendant Morgan Stanley & Co. Incorporated" in which it agreed, without admitting or denying the allegations of the Commission's complaint, to the entry of a Final Judgment against it. Among other things, the Final Judgment permanently enjoins Morgan Stanley from violating Rule 101 of Regulation M under the Exchange Act and orders Morgan Stanley to pay a $40 million civil penalty.

The safe harbor provisions of Section 27A(c) of the Securities Act and Section 21E(c) of the Exchange Act are not available for any forward looking statement that is "made with respect to the business or operations of the issuer, if the issuer . . . during the 3-year period preceding the date on which the statement was first made . . . has been made the subject of a judicial or administrative decree or order arising out of a governmental action that (I) prohibits future violations of the antifraud provisions of the securities laws; (II) requires that the issuer cease and desist from violating the antifraud provisions of the securities laws; or (III) determines that the issuer violated the antifraud provisions of the securities laws[.]" Section 27A(b)(1)(A)(ii) of the Securities Act; Section 21E(b)(1)(A)(ii) of the Exchange Act. The disqualifications may be waived "to the extent otherwise specifically provided by rule, regulation, or order of the Commission." Section 27A(b) of the Securities Act; Section 21E(b) of the Exchange Act.

Based on the representations set forth in Morgan Stanley's September 23, 2004 request letter, the Commission has determined that, under the circumstances, the request for a waiver of the disqualifications resulting from the entry of the Final Judgment is appropriate and should be granted.

Accordingly, IT IS ORDERED, pursuant to Section 27A(b) of the Securities Act and Section 27E(b) of the Exchange Act, that a waiver from the disqualification provisions of Section 27A(b)(1)(A)(ii) of the Securities Act and Section 21E(b)(1)(A)(ii) of the Exchange Act as to Morgan Stanley and its affiliates resulting from the entry of the Final Judgment is hereby granted.

By the Commission.

Jonathan G. Katz
Secretary