SEC Division of Corporation Finance no-action letter: Morgan Stanley

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~~~ ``1c~, UNITED STATES s S SECURITIES AND EXCHANGE GOMMISS[ON ~, WASHINGTON, D.C. 20549 ~j ~o ~'~~Mxx~ DIYISION OF 1 L CORPORATION FINANCE May 31~ ZOOV Steven G. Kobre Kobre &Kim LLP 800 Third Avenue New York, NY 10022 Re: In the Matter of Certain Auction Practices File No. HO-9954 Morgan Stanley & Co. Incorporated and Morgan Stanley DW Inc.— Waiver Request of Ineligible Issuer Status under Rule 405 of the Securities Act Dear Mr. Kobre:
This is in response to your letter dated April 20, 2006, written on behalf of Morgan Stanley (Company) and its subsidiaries Morgan Stanley & Co. Incorporated and Morgan DW Inc. (collectively, the "Morgan Stanley Broker-Dealers") constituting an application for relief from the Company and Morgan Stanley Broker-Dealers being considered "ineligible issuers" under Rule 405(1)(vi) of the Securities Act of 1933 (Securities Act). The Company and Morgan Stanley Broker-Dealers each request relief from being considered an "ineligible issuer" under Rule 405, due to the entry on May 31, 2006, of a Commission Order (Order) pursuant to Section 8A of the Securities Act and Section 15(b) of the Securities Exchange- Act of 1934, naming Morgan Stanley Broker-Dealers as a respondent. The Order finds, among other things, that Morgan Stanley Broker-Dealers violated Section 17(a)(2) of Securities Act and requires that Morgan Stanley Broker-Dealers cease and desist from committing or causing any violations and any future violations of Section 17(a)(2) of the Securities Act. Based on the facts and representations in your letter, and assuming the Company and Morgan Stanley Broker-Dealers will comply with the Order, the Commission, pursuant to delegated authority has determined that the Company and Morgan Stanley Broker-Dealers have made a showing of good cause under Rule 405(2) and that the Company and Morgan Stanley Broker￾Dealers will not be considered ineligible issuers by reason of the entry of the Order., Specifically, we determined under these facts and representations that the Company and Morgan Stanley Broker-Dealers have shown that the terms of the Order were agreed to in a settlement prior to December 1, 2005. Accordingly, the relief described above from the Company and Morgan Stanley Broker-Dealers being ineligible issuers under Rule 405 of the Securities Act is hereby granted. Any different facts from those represented ornon-compliance with the Order might require us to reach a different conclusion. Sincerely, Ma ~K .1~~~ itz Chief, Office of Enforcement Liaison Division of Corporation Finance