8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 27, 2012
MORGAN STANLEY
(Exact Name of Registrant as Specified in Charter)
	DELAWARE
(State or Other Jurisdiction of Incorporation)
1-11758		36-3145972
(Commission File Number)		(IRS Employer Identification No.)
1585 Broadway, New York, New York		10036
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s telephone number, including area code: (212) 761-4000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 27, 2012, the Board of Directors (the “Board”) of Morgan Stanley (the “Company”) increased the number of directors on the Board from 13 to 14 and elected Robert H. Herz to the Board, effective July 2, 2012.  The Board determined that Mr. Herz is independent in accordance with the director independence standards established under the Company’s Corporate Governance Policies and is an “audit committee financial expert” under applicable Securities and Exchange Commission rules.  In addition, the Board appointed Mr. Herz to its Audit Committee, effective July 2, 2012.

Mr. Herz will receive compensation as a non-employee director in accordance with the Company’s non-employee director compensation practices described in “Item 1 - Election of Directors: Corporate Governance - Director Compensation” of the Company’s Annual Proxy Statement filed with the Securities and Exchange Commission on April 5, 2012.

Item 7.01.  Regulation FD Disclosure.

As stated in the Company’s Corporate Governance Policies, the Board supports the periodic rotation of Board committee chairs and assignments.  The Board has approved the membership of the committees of the Board below, effective July 2, 2012.

Audit Committee

Donald T. Nicolaisen – Chair

Howard J. Davies

Robert H. Herz*

O. Griffith Sexton

Compensation, Management Development and Succession Committee

Erskine B. Bowles – Chair

C. Robert Kidder

Donald T. Nicolaisen

Hutham S. Olayan

Nominating and Governance Committee

James W. Owens – Chair**

Roy J. Bostock

C. Robert Kidder

Klaus Kleinfeld*

Operations and Technology Committee

Donald T. Nicolaisen – Chair

Howard J. Davies

O. Griffith Sexton*

Ryosuke Tamakoshi

Risk Committee

Howard J. Davies – Chair

Roy J. Bostock

James W. Owens*

Masaaki Tanaka

Laura D. Tyson*

* New member of committee.

** New chair of committee.

Item 9.01  Financial Statements and Exhibits

99.1 Press release of Morgan Stanley, dated June 28, 2012.

SIGNATURE

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

		MORGAN STANLEY (Registrant)
Date:	June 28, 2012	By:	/s/ Martin M. Cohen
			Name:	Martin M. Cohen
			Title:	Corporate Secretary

EX-99.1

Exhibit 99.1

Contact:	Media Relations Sandra Hernandez 212 761 2446
	For Immediate Release

Robert H. Herz Elected to Morgan Stanley Board of Directors

NEW YORK, June 28, 2012 – Morgan Stanley (NYSE: MS) announced today that Robert H. Herz has been elected to the Company’s Board of Directors.  His appointment is effective July 2.

Mr. Herz served as Chairman of the Financial Accounting Standards Board from July 2002 to September 2010 and was previously a member of the International Accounting Standards Board.  He is currently President of Robert H. Herz LLC, providing consulting services on financial reporting matters, and has been a Director of Fannie Mae since June 2011.  In addition, Mr. Herz serves on the Accounting Standards Oversight Council of Canada and as a member of the Standing Advisory Group of the Public Company Accounting Oversight Board.

Mr. Herz’s appointment will bring Morgan Stanley’s Board of Directors to 14 members.  He will serve on the Board’s Audit Committee.

“We are extremely pleased to welcome Mr. Herz to the Board,” said James P. Gorman, Chairman and CEO of Morgan Stanley.  “His many years of leadership in the realm of accounting and financial reporting mean that Morgan Stanley’s Board will possess yet another voice of experience on matters of critical importance to our businesses, our clients and our shareholders.”

Laura D’Andrea Tyson, Chair of the Board’s Nominating and Governance Committee, said: “Mr. Herz is a recognized authority on financial reporting, and we look forward to the insights he will bring that complement our Board.”

Mr. Herz also served as a partner with PricewaterhouseCoopers LLP from 1985 to 2002.  He currently serves on the advisory boards of WebFilings LLC, AccountAbility and the Manchester Business School in England.  He also is an executive-in-residence at the Columbia University Business School, and a trustee and vice chair of the Kessler Foundation.  Mr. Herz holds a Bachelor of Arts degree in Economics from the University of Manchester, England, and is both a U.S. CPA and an English Chartered Accountant.

Morgan Stanley is a leading global financial services firm providing a wide range of investment banking, securities, investment management and wealth management services.  The Firm's employees serve clients worldwide including corporations, governments, institutions and individuals from more than 1,300 offices in 43 countries.  For further information about Morgan Stanley, please visit www.morganstanley.com.

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