Fitch Rates Morgan Stanley & Co. Incorporated Trust Floater & Residual Certificates Series 2008-3389

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 2008-3389 floaters 'AA/F1', Stable Outlook;

--Series 2008-3389 residuals 'AA', Stable Outlook.

KEY RATING DRIVERS

The long-term 'AA', Stable Outlook ratings assigned to the series 2008-3389 floaters and residuals are based on the rating that Fitch has assigned to California Health Facilities Financing Authority revenue bonds, series 2014A (Providence Health & Services) (rated 'AA', Stable Outlook) that have been deposited in the trust.

The 'F1' short-term rating assigned to the floaters is based on the liquidity facility provided by Morgan Stanley Bank, N.A. (rated, 'A/F1', Stable Outlook). The short-term rating assigned to the floaters will expire on May 15, 2015, the expiration date for the liquidity facility unless such date is extended or earlier terminated.

RATING SENSITIVITIES

The short-term rating assigned to the floaters reflects the short-term rating that Fitch maintains on the bank providing liquidity support and will be adjusted upward or downward in conjunction with the short-term rating of the bank, and, in some cases, the long-term rating of the underlying bond deposited in the trust. The long-term ratings assigned to the floaters and residuals are exclusively tied to the creditworthiness of the underlying bond deposited in the trust and will reflect all changes to that rating.

Additional information is available at 'www.fitchratings.com'.

Applicable Criteria and Related Research:

--'U.S. Municipal Structured Finance Criteria', Feb. 24, 2014;

--'Guidelines for Rating Tender Option Bonds', May 9, 2013.

Applicable Criteria and Related Research:

U.S. Municipal Structured Finance Criteria

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=736618

Guidelines for Rating Tender Option Bonds

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=707849

Additional Disclosure

Solicitation Status

http://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=836757

ALL FITCH CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS. PLEASE READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING THIS LINK: HTTP://FITCHRATINGS.COM/UNDERSTANDINGCREDITRATINGS. IN ADDITION, RATING DEFINITIONS AND THE TERMS OF USE OF SUCH RATINGS ARE AVAILABLE ON THE AGENCY'S PUBLIC WEBSITE 'WWW.FITCHRATINGS.COM'. PUBLISHED RATINGS, CRITERIA AND METHODOLOGIES ARE AVAILABLE FROM THIS SITE AT ALL TIMES. FITCH'S CODE OF CONDUCT, CONFIDENTIALITY, CONFLICTS OF INTEREST, AFFILIATE FIREWALL, COMPLIANCE AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO AVAILABLE FROM THE 'CODE OF CONDUCT' SECTION OF THIS SITE. FITCH MAY HAVE PROVIDED ANOTHER PERMISSIBLE SERVICE TO THE RATED ENTITY OR ITS RELATED THIRD PARTIES. DETAILS OF THIS SERVICE FOR RATINGS FOR WHICH THE LEAD ANALYST IS BASED IN AN EU-REGISTERED ENTITY CAN BE FOUND ON THE ENTITY SUMMARY PAGE FOR THIS ISSUER ON THE FITCH WEBSITE.

Contacts

Fitch Ratings
Primary Analyst
Richard Park, +1 212-908-0289
Director
Fitch Ratings, Inc.
33 Whitehall Street
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
Director
Fitch Ratings, Inc.
33 Whitehall Street
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