Fitch Rates 5 Series of Morgan Stanley & Co. Incorporated Trust Floater and Residual Certificates

NEW YORK--()--Fitch Ratings assigns the following ratings to the floater certificates and residual certificates of the Morgan Stanley & Co. Incorporated Trust series listed below:

--Series 2006-1519 floaters 'AA+/F1'; Negative Outlook; residuals 'AA+'; Negative Outlook;
--Series 2008-2985 floaters 'AA-/F1'; Stable Outlook; residuals 'AA-'; Stable Outlook;
--Series 2008-2989 floaters 'AAA/F1'; Stable Outlook; residuals 'AAA'; Stable Outlook;
--Series 2008-3210 floaters 'AA/F1'; Negative Outlook; residuals 'AA', Negative Outlook;
--Series 2008-3211 floaters 'AA/F1'; Negative Outlook; residuals 'AA'; Negative Outlook.

The long-term 'AA+'; Negative Outlook rating assigned to the Series 2006-1519 floaters and residuals is based on the rating that Fitch has assigned to the State of Washington Motor Vehicle Fuel Tax General Obligation Bonds, Series 2003C (rated 'AA+'; Negative Outlook by Fitch) that have been deposited in the trust.

The long-term 'AA-'; Stable Outlook rating assigned to the Series 2008-2985 floaters and 2008-2985A&B residuals is based on the rating that Fitch has assigned to the San Francisco Bay Area Toll Bridge Revenue Bonds, 2007 Series F, Fixed Rate Bonds and San Francisco Bay Area Toll Bridge Revenue Bonds, 2008 Series F-1, Term Bonds (rated 'AA-'; Stable Outlook) that have been deposited in the trust.

The long-term 'AAA'; Stable Outlook rating assigned to the Series 2008-2989 floaters and residuals is based on the rating that Fitch has assigned to the Massachusetts Water Pollution Abatement Trust State Revolving Fund Bonds, Series 14 (rated 'AAA'; Stable Outlook) that have been deposited in the trust.

The long-term 'AA'; Negative Outlook rating assigned to the Series 2008-3210 floaters and residuals is based on the rating that Fitch has assigned to the Department of Airports of the City of Los Angeles, California Los Angeles International Airport, Senior Revenue Bonds 2008 Series A (AMT) (rated 'AA'; Negative Outlook) that have been deposited in the trust.

The long-term 'AA'; Negative Outlook rating assigned to the Series 2008-3211 floaters and residuals is based on the rating that Fitch has assigned to the Department of Airports of the City of Los Angeles, California Los Angeles International Airport, Senior Revenue Bonds 2008 Series A (AMT) (rated 'AA'; Negative Outlook) that have been deposited in the trust.

The 'F1' short-term ratings assigned to the Floaters are based on the liquidity facilities provided by Morgan Stanley Bank, N.A. (rated, 'A/F1'; Stable Outlook). The short-term rating assigned to the Floaters will expire on the following expiration dates for the liquidity facilities unless such dates are extended or earlier terminated: Jan. 15, 2013 for series 2006-1519; March 15, 2013 for 2008-2985; Sept. 15, 2013 for 2008-2989; Aug. 15, 2012 for 2008-3210 and 2008-3211.

Additional information is available at www.fitchratings.com. The ratings above were solicited by, or on behalf of, the issuer, and therefore, Fitch has been compensated for the provision of the ratings.

Applicable Criteria and Related Research:
--'U.S. Municipal Structured Finance Criteria' ( Feb. 28, 2012);
--'Guidelines for Rating Tender Option Bonds' ( May 10, 2012).

Applicable Criteria and Related Research:
U.S. Municipal Structured Finance Criteria
http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=672570
Guidelines for Rating Tender Option Bonds
http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=678533

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Contacts

Fitch Ratings
Primary Analyst:
Richard Park, +1-212-908-0289
Associate Director
Fitch, Inc.
One State Street Plaza
New York, NY 10004
or
Secondary Analyst:
Trudy Zibit, +1-212-908-0689
Managing Director
or
Committee Chairperson:
Joseph Staffa, +1-212-908-0829
Senior Director
or
Media Relations:
Elizabeth Fogerty, +1-212-908-0526
elizabeth.fogerty@fitchratings.com

Sharing

Contacts

Fitch Ratings
Primary Analyst:
Richard Park, +1-212-908-0289
Associate Director
Fitch, Inc.
One State Street Plaza
New York, NY 10004
or
Secondary Analyst:
Trudy Zibit, +1-212-908-0689
Managing Director
or
Committee Chairperson:
Joseph Staffa, +1-212-908-0829
Senior Director
or
Media Relations:
Elizabeth Fogerty, +1-212-908-0526
elizabeth.fogerty@fitchratings.com