MORGAN STANLEY
1585 Broadway
New York, New York 10036
MORGAN STANLEY FINANCE LLC
1585 Broadway
New York, New York 10036
March 30, 2026
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-010
Attention: Robert Arzonetti, Division of Corporation Finance
Re: Morgan Stanley/Morgan Stanley Finance LLC
Registration Statement on Form S-3, as amended
File Nos. 333-293641 and 333-293641-01
Request for Acceleration of Effectiveness
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended, Morgan Stanley and Morgan Stanley Finance LLC (the “Registrants”) hereby request acceleration of the effective date of the Registration Statement on Form S-3, as amended (File Nos. 333-293641 and 333-293641-01) (the “Registration Statement”) so that it will become effective at 9:00 a.m., New York City time, on April 8, 2026, or as soon thereafter as practicable.
Please contact Christopher S. Schell at (212) 450-4011 of Davis Polk & Wardwell LLP, counsel to the Registrants, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.
[Signature Page Follows]
| Very truly yours, | |||
| MORGAN STANLEY | |||
| By: | /s/ Jeanne Greeley O’Regan | ||
| Name: | Jeanne Greeley O’Regan | ||
| Title: | Deputy Corporate Secretary and Counsel | ||
| MORGAN STANLEY FINANCE LLC | |||
| By: | /s/ Aaron Page | ||
| Name: | Aaron Page | ||
| Title: | Secretary and Counsel | ||
[Signature Page to Request for Acceleration of Effectiveness]