8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  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):  March 26, 2014
Morgan Stanley
(Exact Name of Registrant as Specified in Charter)
Delaware	1-11758	36-3145972
(State or Other Jurisdiction of Incorporation)	(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:

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

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

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

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

Item 8.01. Other Matters.

Morgan Stanley (the “Company”) announced today that it received no objection from the Board of Governors of the Federal Reserve System (the “Federal Reserve”) to the Company’s 2014 capital plan that was submitted to the Federal Reserve on January 6, 2014 (the “Capital Plan”). The Capital Plan included a share repurchase of up to $1 billion of common stock beginning in the second quarter of 2014 through the end of the first quarter of 2015, as well as an increase in the Company’s quarterly common stock dividend to $0.10 per share from the current $0.05 per share, beginning with the common stock dividend expected to be declared in the second quarter of 2014.

Share repurchases under the Company’s existing program authorized by the Board of Directors will be exercised from time to time through March 31, 2015, at prices the Company deems appropriate subject to various factors, including the Company’s capital position and market conditions. The share repurchases may be effected through open market purchases or privately negotiated transactions, including through Rule 10b5-1 plans, and may be suspended at any time.  The Company’s Board of Directors intends to increase the Company’s quarterly common stock dividend to $0.10 per share, with the dividend payable in the second quarter of 2014.

A copy of the press release relating to this announcement is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they are made and which reflect management’s current estimates, projections, expectations or beliefs and which are subject to risks and uncertainties that may cause actual results to differ materially. For a discussion of additional risks and uncertainties that may affect the future results of the Company, please see “Forward-Looking Statements” immediately preceding Part I, Item 1, “Competition” and “Supervision and Regulation” in Part I, Item 1, “Risk Factors” in Part I, Item 1A, “Legal Proceedings” in Part I, Item 3, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 and “Quantitative and Qualitative Disclosures about Market Risk” in Part II, Item 7A of the Company’s Annual Report on Form 10-­K for the year ended December 31, 2013 and other items throughout the Form 10-K and the Company’s Current Reports on Form 8-K, including any amendments thereto.

Item 9.01.	Financial Statements and Exhibits.
(d)	Exhibits
Exhibit
Number	Description
99.1	Press Release issued by Morgan Stanley on March 26, 2014.

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:	March 26, 2014	By:	/s/ Martin M. Cohen
			Name:	Martin M. Cohen
			Title:	Corporate Secretary

EX-99.1

Exhibit 99.1

Contact:	Media Relations Michele Davis 212 761-9621	Investor Relations Celeste Mellet Brown 212 761 3896
		For Immediate Release

Morgan Stanley Announces Share Repurchase of up to $1 Billion of Common Stock and Doubling of Its Quarterly Dividend to $0.10 Per Share

NEW YORK, March 26, 2014 – Morgan Stanley announced today that it received no objection from the Board of Governors of the Federal Reserve System to the Firm’s 2014 Capital Plan that was submitted to the Federal Reserve on January 6, 2014.  This capital plan included a share repurchase of up to $1 billion of common stock beginning in the second quarter of 2014 through the end of the first quarter of 2015, as well as an increase in the Firm’s quarterly common stock dividend to $0.10 per share from the current $0.05 per share, beginning with the dividend expected to be declared in the second quarter of 2014.

James Gorman, Chairman and Chief Executive Officer of Morgan Stanley, said, “As we continue the successful execution of our strategic agenda, we are pleased to be able to increase the return of capital to shareholders.  Today’s actions are another important step in our multi-year plan for the Firm.”

Share repurchases under the Firm’s existing authorized program will be exercised from time to time through March 31, 2015, at prices Morgan Stanley deems appropriate subject to various factors, including its capital position and market conditions.  The share repurchases may be effected through open market purchases or privately negotiated transactions, including through Rule 10b5-1 plans, and may be suspended at any time.  Morgan Stanley’s Board of Directors intends to increase the quarterly common stock dividend to $0.10 per share, with the dividend payable in the second quarter of 2014.

Morgan Stanley (NYSE: MS) 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 1,200 offices in 43 countries.  For further information about Morgan Stanley, please visit www.morganstanley.com.

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