Morgan Stanley                                       

April 6, 2009

Dear Fellow Shareholder:

We previously sent to you proxy material for the annual meeting of Morgan Stanley shareholders to be held on April 29, 2009.  Your Board of Directors recommends that shareholders vote “FOR” all nominees in Proposal 1, “FOR” Proposals 2, 3 and 4 
and “AGAINST” Proposals 5 and 6.


Your vote is important, no matter how many or how few shares you may own.  Whether or not you have already done so, please vote TODAY by telephone or the Internet, or by signing, dating and returning the enclosed proxy card in the envelope provided.

Very truly yours,

Thomas R. Nides
Chief Administrative Officer and Secretary

IMPORTANT
To vote your shares by telephone or the Internet, 
follow the easy instructions on the enclosed card.

If you have questions, or need assistance in voting your shares, please call our proxy solicitors at either of the following TOLL-FREE telephone numbers:

(800) 487-4870
OR

  (877) 750-5837