Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.





On January 20, 2023, the Board of Directors of Morgan Stanley (the "Company")
approved and adopted amendments (the "Amendments") to the Company's Amended and
Restated Bylaws (the "Bylaws"), effective as of January 20, 2023, to clarify and
implement certain procedural and disclosure requirements for the Company's
shareholders proposing director nominations for consideration at the Company's
annual or special meetings of shareholders in light of the "universal proxy"
rules recently adopted by the Securities and Exchange Commission pursuant to
Rule 14a-19 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). The Amendments also include updates to matters related to quorum, as well
as other technical, conforming, clarifying and modernizing revisions.

Among other revisions, the Amendments to the Bylaws:

· Clarify certain procedural requirements with respect to director nominations

related to the form of the delivery of notices and the number of nominees that

shareholders may nominate for election;

· Enhance the disclosure requirements in connection with director nominations by

shareholders to include (a) additional information regarding the shareholder


   making the director nomination(s), the director nominee(s), and their
   affiliates and (b) a requirement that the information is updated and
   supplemented to be accurate and timely; and

· Require that the shareholder making the director nomination(s), pursuant to

Rule 14a-19, provide a representation regarding whether such shareholder

intends to solicit the holders of shares of the Company's common stock

representing at least 67% of the voting power of the shares entitled to vote on

the election of directors and provide reasonable evidence of compliance with


   Rule 14a-19 upon request.





The foregoing description of the Bylaws does not purport to be complete and is
qualified in its entirety by reference to the Bylaws, a copy of which is filed
herewith as Exhibit 3.1 and is incorporated herein by reference.



Item 9.01   Financial Statements and Exhibits.

(d)         Exhibits

Exhibit
Number      Description

3.1 Amended and Restated Bylaws of Morgan Stanley, adopted on January 20, 2023.

104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

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