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<SEC-DOCUMENT>0000950123-06-002189.txt : 20060224
<SEC-HEADER>0000950123-06-002189.hdr.sgml : 20060224
<ACCEPTANCE-DATETIME>20060224093854
ACCESSION NUMBER: 0000950123-06-002189
CONFORMED SUBMISSION TYPE: N-Q
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20051231
FILED AS OF DATE: 20060224
DATE AS OF CHANGE: 20060224
EFFECTIVENESS DATE: 20060224

FILER:

COMPANY DATA:
COMPANY CONFORMED NAME: MORGAN STANLEY GROWTH FUND
CENTRAL INDEX KEY: 0000883679
IRS NUMBER: 133622774
STATE OF INCORPORATION: MA
FISCAL YEAR END: 0331

FILING VALUES:
FORM TYPE: N-Q
SEC ACT: 1940 Act
SEC FILE NUMBER: 811-06551
FILM NUMBER: 06641175

BUSINESS ADDRESS:
STREET 1: C/O MORGAN STANLEY TRUST
STREET 2: HARBORSIDE FINANCIAL CENTER, PLAZA TWO
CITY: JERSEY CITY
STATE: NJ
ZIP: 07311
BUSINESS PHONE: (212) 869-6397

MAIL ADDRESS:
STREET 1: C/O MORGAN STANLEY TRUST
STREET 2: HARBORSIDE FINANCIAL CENTER , PLAZA TWO
CITY: JERSEY CITY
STATE: NJ
ZIP: 07311

FORMER COMPANY:
FORMER CONFORMED NAME: MORGAN STANLEY DEAN WITTER GROWTH FUND
DATE OF NAME CHANGE: 19981124

FORMER COMPANY:
FORMER CONFORMED NAME: TCW/DW CORE EQUITY TRUST
DATE OF NAME CHANGE: 19920929
<SERIES-AND-CLASSES-CONTRACTS-DATA>
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<SERIES-ID>S000002359
<SERIES-NAME>NONE
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<CLASS-CONTRACT-NAME>B
<CLASS-CONTRACT-TICKER-SYMBOL>GRTBX
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<CLASS-CONTRACT-ID>C000006205
<CLASS-CONTRACT-NAME>C
<CLASS-CONTRACT-TICKER-SYMBOL>GRTCX
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<CLASS-CONTRACT-TICKER-SYMBOL>GRTDX
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<DOCUMENT>
<TYPE>N-Q
<SEQUENCE>1
<FILENAME>y16961nvq.txt
<DESCRIPTION>N-Q
<TEXT>
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number: 811-06551

Morgan Stanley Growth Fund
(Exact name of registrant as specified in charter)

<TABLE>
<S> <C>
1221 Avenue of the Americas, New York, New York 10020
(Address of principal executive offices) (Zip code)
</TABLE>

Ronald E. Robison
1221 Avenue of the Americas, New York, New York 10020
(Name and address of agent for service)

Registrant's telephone number, including area code: 212-762-4000

Date of fiscal year end: March 31, 2006

Date of reporting period: December 31, 2005

ITEM 1. SCHEDULE OF INVESTMENTS.

The Fund's schedule of investments as of the close of the reporting period
prepared pursuant to Rule 12-12 of Regulation S-X is as follows:

<PAGE>

MORGAN STANLEY GROWTH FUND
PORTFOLIO OF INVESTMENT DECEMBER 31, 2005 (UNAUDITED)

<TABLE>
<CAPTION>
NUMBER OF
SHARES VALUE
- --------- ------------
<S> <C> <C> <C>
COMMON STOCKS (97.9%)
Advertising/Marketing Services (1.9%)
148,477 Getty Images, Inc.* $ 13,254,542
------------
Air Freight/Couriers (2.8%)
251,609 C.H. Robinson Worlwide, Inc. 9,317,081
143,338 Expeditors International of Washington, Inc. 9,676,748
------------
18,993,829
------------
Biotechnology (1.9%)
143,758 Genentech, Inc.* 13,297,615
------------
Casino/Gaming (2.3%)
503,491 International Game Technology 15,497,453
------------
Chemicals: Agricultural (4.1%)
364,906 Monsanto Co. 28,291,162
------------
Computer Peripherals (0.0%)
206,600 Seagate Technology, Inc. (Escrow)* ** 0
------------
Computer Processing Hardware (4.1%)
165,768 Apple Computer, Inc.* 11,917,061
546,747 Dell, Inc.* 16,396,943
------------
28,314,004
------------
Data Processing Services (1.4%)
244,618 Paychex, Inc. 9,324,838
------------
Discount Stores (6.9%)
543,730 Costco Wholesale Corp. 26,898,323
177,758 Sears Holdings Corp.* 20,536,382
------------
47,434,705
------------
Finance/Rental/Leasing (1.5%)
294,243 Countrywide Financial Corp. 10,060,168
------------
Financial Conglomerates (2.6%)
358,483 Brookfield Asset Management Inc. (Class A) (Canada) 18,042,449
------------
Financial Publishing/Services (1.5%)
169,605 Moody's Corp. 10,417,139
------------
Gas Distributors (1.3%)
117,531 Questar Corp. 8,897,097
------------
Home Building (1.5%)
261,678 Pulte Homes, Inc. 10,299,646
------------
Home Improvement Chains (2.6%)
444,821 Home Depot, Inc. (The) 18,006,354
------------
Hotels/Resorts/Cruiselines (2.9%)
372,189 Carnival Corp. (Panama) 19,900,946
------------
Industrial Conglomerates (1.3%)
321,160 Tyco International Ltd. (Bermuda) 9,268,678
------------
</TABLE>

<PAGE>

<TABLE>
<S> <C> <C> <C>
Insurance Brokers/Services (1.5%)
318,208 Marsh & McLennan Companies, Inc. 10,106,286
------------
Internet Retail (2.4%)
353,071 Amazon.com, Inc.* 16,647,298
------------
Internet Software/Services (8.2%)
80,768 Google, Inc. (Class A)* 33,507,412
581,927 Yahoo!, Inc.* 22,799,900
------------
56,307,312
------------
Investment Banks/Brokers (2.0%)
36,578 Chicago Mercantile Exchange Holdings, Inc. 13,442,049
------------
Managed Health Care (3.2%)
350,596 UnitedHealth Group Inc. 21,786,035
------------
Medical Specialties (4.0%)
71,049 Alcon, Inc. (Switzerland) 9,207,950
211,019 Dade Behring Holdings, Inc. 8,628,567
195,244 St. Jude Medical, Inc.* 9,801,249
------------
27,637,766
------------
Miscellaneous Commercial Services (3.4%)
156,175 Corporate Executive Board Co. (The) 14,008,897
223,953 Iron Mountain, Inc.* 9,455,296
------------
23,464,193
------------
Motor Vehicles (2.3%)
299,930 Harley-Davidson, Inc. 15,443,396
------------
Oil & Gas Production (5.7%)
254,240 Southwestern Energy Co.* 9,137,386
534,867 Ultra Petroleum Corp. (Canada)* 29,845,579
------------
38,982,965
------------
Other Consumer Services (6.8%)
242,182 Apollo Group, Inc. (Class A)* 14,642,324
743,214 eBay, Inc.* 32,144,006
------------
46,786,330
------------
Personnel Services (1.7%)
292,050 Monster Worldwide, Inc.* 11,921,481
------------
Property - Casualty Insurers (3.5%)
8,211 Berkshire Hathaway, Inc. (Class B)* 24,103,391
------------
Recreational Products (2.3%)
299,539 Electronic Arts, Inc.* 15,668,885
------------
Semiconductors (1.5%)
180,004 Marvell Technology Group, Ltd. (Bermuda)* 10,096,424
------------
Specialty Telecommunications (1.4%)
355,137 Crown Castle International Corp.* 9,556,737
------------
Telecommunication Equipment (1.0%)
335,226 Corning, Inc.* 6,590,543
------------
Tobacco (2.3%)
211,817 Altria Group, Inc. 15,826,966
------------
Wireless Telecommunications (4.1%)
958,332 America Movil S.A. de C.V. (Series L) (ADR) (Mexico) 28,040,794
------------
</TABLE>

<PAGE>

<TABLE>
<S> <C> <C> <C>
TOTAL INVESTMENT
(Cost $568,575,612) (a) 97.9% 671,709,476
OTHER ASSETS IN EXCESS OF LIABILITIES 2.1 14,213,908
----- ------------
NET ASSETS 100.0% $685,923,384
===== ============
</TABLE>

- ----------
ADR American Depositary Receipt.

* Non-income producing security.

** A security with total market value equal to $0 has been valued at its fair
value as determined in good faith under procedures established by and under
the general supervision of the Fund's Trustees.

(a) The aggregate cost for federal income tax purposes approximates the
aggregate cost for book purposes. The aggregate gross unrealized
appreciation is $118,512,897 and the aggregate gross unrealized
depreciation is $15,379,033, resulting in net unrealized appreciation of
$103,133,864.

<PAGE>

ITEM 2. CONTROLS AND PROCEDURES.

(a) The Fund's principal executive officer and principal financial officer have
concluded that the Fund's disclosure controls and procedures are sufficient to
ensure that information required to be disclosed by the Fund in this Form N-Q
was recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's rules and forms, based
upon such officers' evaluation of these controls and procedures as of a date
within 90 days of the filing date of the report.

(b) There were no changes in the Fund's internal control over financial
reporting that occurred during the registrant's fiscal quarter that has
materially affected, or is reasonably likely to materially affect, the Fund's
internal control over financial reporting.

ITEM 3. EXHIBITS.

(a) A separate certification for each principal executive officer and principal
financial officer of the registrant are attached hereto.


2

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

Morgan Stanley Growth Fund


/s/ Ronald E. Robison
- -------------------------------------
Ronald E. Robison
Principal Executive Officer
February 09, 2006

Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed by the following
persons on behalf of the registrant and in the capacities and on the dates
indicated.


/s/ Ronald E. Robison
- -------------------------------------
Ronald E. Robison
Principal Executive Officer
February 09, 2006


/s/ Francis Smith
- -------------------------------------
Francis Smith
Principal Financial Officer
February 09, 2006


3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.CERT
<SEQUENCE>2
<FILENAME>y16961exv99wcert.txt
<DESCRIPTION>EX-99.CERT: CERTIFICATION
<TEXT>
<PAGE>
EXHIBIT 3 A1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Ronald E. Robison, certify that:

1. I have reviewed this report on Form N-Q of Morgan Stanley Growth Fund;

2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;

3. Based on my knowledge, the schedules of investments included in this report
fairly present in all material respects the investments of the registrant
as of the end of the fiscal quarter for which the report is filed;

4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Rule 30a-3(c) under the Investment Company Act of 1940) for the
registrant and have:

(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;

(b) Omitted;

(c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of a date
within 90 days prior to the filing date of this report, based on such
evaluation; and

(d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.

Date: February 09, 2006


/s/ Ronald E. Robison
----------------------------------------
Ronald E. Robison
Principal Executive Officer


4
<PAGE>
EXHIBIT 3 A2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Francis Smith, certify that:

1. I have reviewed this report on Form N-Q of Morgan Stanley Growth Fund;

2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;

3. Based on my knowledge, the schedules of investments included in this report
fairly present in all material respects the investments of the registrant
as of the end of the fiscal quarter for which the report is filed;

4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Rule 30a-3(c) under the Investment Company Act of 1940) for the
registrant and have:

(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;

(b) Omitted;

(c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of a date
within 90 days prior to the filing date of this report, based on such
evaluation; and

(d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.

Date: February 09, 2006


/s/ Francis Smith
----------------------------------------
Francis Smith
Principal Financial Officer


5
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https://www.sec.gov/Archives/edgar/data/883679/000095012306002189/0000950123-06-002189.txt