New Issue: Morgan Stanley prices $68,000 13% RevCons linked to Dean Foods

By Jennifer Chiou

New York, April 27 - Morgan Stanley priced $68,000 of 13% annualized reverse convertible securities due Oct. 28, 2011 linked to Dean Foods Co. shares, according to an FWP with the Securities and Exchange Commission.

Interest will be payable monthly.

The payout at maturity will be par unless Dean Foods stock falls by 20% or more during the life of the notes and finishes below the initial share price, in which case the payout will be a number of Dean Foods shares equal to par divided by the initial share price or, at the issuer's option, the value of those shares in cash.

Morgan Stanley & Co. Inc. is the agent.

Issuer:	Morgan Stanley
Issue:	Reverse convertible securities
Underlying stock:	Dean Foods Co. (Symbol: DF)
Amount:	$68,000
Maturity:	Oct. 28, 2011
Coupon:	13%, payable monthly
Price:	Par
Payout at maturity:	Par unless Dean Foods stock falls by 20% or more during the life of the notes and finishes below the initial share price, in which case the payout will be a number of Dean Foods shares equal to par divided by the initial share price or, at the issuer's option, the value of those shares in cash
Initial share price:	$10.25
Trigger price:	$8.20, 80% of initial price
Exchange ratio:	97.56098
Pricing date:	April 25
Settlement date:	April 28
Agent:	Morgan Stanley & Co. Inc.
Fees:	2%
Cusip:	617482TJ3

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