-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GF5Kbk7v+IA8/jFFFICL85NVHr0X9nCoYaG3G56xsudJmCtajh3tNnu80COKRnGX Lp3pMOZmOeCC3qVICoO0sg== 0000950136-07-003236.txt : 20070508 0000950136-07-003236.hdr.sgml : 20070508 20070508154953 ACCESSION NUMBER: 0000950136-07-003236 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20070228 FILED AS OF DATE: 20070508 DATE AS OF CHANGE: 20070508 EFFECTIVENESS DATE: 20070508 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY DIVIDEND GROWTH SECURITIES INC CENTRAL INDEX KEY: 0000350183 IRS NUMBER: 133054236 STATE OF INCORPORATION: MD FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-03128 FILM NUMBER: 07828113 BUSINESS ADDRESS: STREET 1: C/O MORGAN STANLEY TRUST STREET 2: HAROBOSIDE 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 DIVIDEND GROWTH SECURITIES INC DATE OF NAME CHANGE: 19980622 FORMER COMPANY: FORMER CONFORMED NAME: WITTER DEAN DIVIDEND GROWTH SECURITIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: INTERCAPITAL DIVIDEND GROWTH SECURITIES INC DATE OF NAME CHANGE: 19830308 0000350183 S000002342 NONE C000006142 A DIVAX C000006143 B DIVBX C000006144 C DIVCX C000006145 D DIVDX N-CSR 1 file1.htm FORM N-CSR 








                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM N-CSR

                   CERTIFIED SHAREHOLDER REPORT OF REGISTERED
                         MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-03128

Morgan Stanley Dividend Growth Securities Inc.
               (Exact name of registrant as specified in charter)

1221 Avenue of the Americas, New York, New York 10020
         (Address of principal executive offices)                     (Zip code)

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: February 28, 2007

Date of reporting period: February 28, 2007


Item 1 - Report to Shareholders

Welcome, Shareholder:

In this report, you’ll learn about how your investment in Morgan Stanley Dividend Growth Securities Inc. performed during the annual period. We will provide an overview of the market conditions, and discuss some of the factors that affected performance during the reporting period. In addition, this report includes the Fund’s financial statements and a list of Fund investments.

This material must be preceded or accompanied by a prospectus for the fund being offered.
Market forecasts provided in this report may not necessarily come to pass. There is no assurance that the Fund will achieve its investment objective. The Fund is subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund’s shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.


Fund Report
For the year ended February 28, 2007

Total Return for the 12 Months Ended February 28, 2007


Class A Class B Class C Class D S&P 500®
Index1		 Lipper
Large-Cap
Core Funds
Index2
8.55%   8.66 %    7.74 %    8.84 %    11.97 %    10.64 % 
The performance of the Fund’s four share classes varies because each has different expenses. The Fund’s total returns assume the reinvestment of all distributions but do not reflect the deduction of any applicable sales charges. Such costs would lower performance. See Performance Summary for standardized performance and benchmark information.
Because Class B shares incurred lower expenses under the 12b-1 Plan than did Class A shares for the fiscal period ended February 28, 2007, the total operating expense ratio for Class B shares was lower and, as a result, the performance of Class B shares was higher than that of the Class A shares. There can be no assurance that this will continue to occur in the future as the maximum fees payable by Class B shares under the 12b-1 Plan are higher than those payable by Class A shares.

Market Conditions

Despite investors’ concerns about moderating economic growth, the U.S. stock market performed well for the 12-month period overall. Early in the period, the market was driven by speculation that the Federal Open Market Committee (the ‘‘Fed’’) was nearing the end of its two-year monetary tightening cycle and that increases in the target federal funds rate would no longer be necessary to cool the economy’s pace. Encouraging labor market data and improved consumer confidence also bolstered stocks in the early months of 2006. However, by May the expected pause in interest rate tightening still had not materialized, and sharply rising commodity prices and an uptick in long-term interest rates re ignited inflation concerns. As a result, the summer months were especially volatile for stocks, which faced downward pressure from recessionary fears, potentially rising inflation, declining retail sales, weakening housing data, spiking oil prices and geopolitical tensions in the Middle East.

Early in the third quarter, however, many of the uncertainties that had been overhanging the market began to ease, and investor sentiment became more positive. The Fed discontinued its rate increases for the remainder of 2006. Oil prices declined from their July record levels as the Israeli-Hezbollah conflict reached a peaceful accord and the U.S. hurricane season appeared to be relatively quiet. Gasoline prices also fell, providing some relief to consumers and buoying retail sales. Corporate earnings reports, on the whole, had continued to be solid throughout 2006, and merger-and-acquisition and corporate restructuring activity continued at a very robust pace. Yet, evidence of a slowing economy persisted: housing trends cont inued to show weakness, and third quarter gross domestic product (GDP) growth came in below expectations. Nonetheless, in the final months of 2006, stabilizing economic data bolstered investor sentiment and the market advanced.

After their strong run-up in the fourth quarter of 2006, stocks appeared to have little room to grow in early 2007, although economic news was generally positive during the month of January. Oil prices continued to fall, and commodity prices for other raw materials also retreated. Corporate earnings reports generally met investors’ expectations. The Fed again left the federal funds rate unchanged and in its official statement

2



began to suggest a more upbeat view of the economy. The market continued to hover in positive territory for most of February, but a dramatic decline in the last two days of the month erased the earlier gains. The combined effects of a major sell-off in China’s equity market, former Fed Chairman Alan Greenspan’s remark that the U.S. economy could enter recession, and the headline-grabbing woes of the subprime mortgage market overwhelmed stocks at the end of the period.

The three smallest sectors in the S&P 500 Index generated the best returns during the period: telecommunications services, materials and utilities. Merger and acquisition activity boosted the telecommunications services sector. The materials sector was propelled by strength in the metals and mining industry, which benefited from ongoing global demand. Containers and chemicals stocks also added to the sector’s overall results, as declining energy prices helped reduce their production costs. The utilities sector benefited from several factors. The dividend yields on utilities stocks were perceived to be more competitive than the yields offered by certain fixed income investments. Changes in the regulatory environment were expected to have a favorable impact for utilities companies. Finally, in the slowing economic environment, investors tended to gravitate toward companies with defensive characteristics; that is, companies whose earnings do not depend on economic cycles.

However, the industrials, technology and health care sectors did not fare so well. Cyclical industries — those whose earnings are tied to economic cycles — appeared to be out of favor with investors during the period. This negative influence hampered the results of the industrials and technology sectors. In addition, the options backdating scandal continued to have a disproportionate effect on the technology sector. A pricing war among major competitors in the semiconductor industry further dampened the overall technology sector, as did company-specific weakness in the telecommunications equipment industry. In the health care sector, lagging performance seemed to come from a number of unrelated factors across seve ral industries, rather than any broad trend. Product recalls plagued several companies in the health care equipment industry, the biotechnology area underperformed, certain HMO companies declined, and other areas within health care experienced only marginally positive returns during the period.

Performance Analysis

Morgan Stanley Dividend Growth Securities Inc. underperformed the S&P 500® Index and the Lipper Large-Cap Core Funds Index for the 12 months ended February 28, 2007, assuming no deduction of applicable sales charges.

The Fund’s underperformance relative to the S&P 500 Index was driven partly by stock selection in the health care sector. Negative company-specific factors led to declining performance among holdings in the biotechnology, health care providers and services, and pharmaceuticals industries. In the telecommunications

3



services sector, the Fund lacked exposure to companies engaged in merger activity, which were among the S&P 500 Index’s best performing telecom stocks during the period. An underweight allocation to the energy sector was a bright spot for the Fund, but was offset by unfavorable stock selection in the sector, particularly among equipment and services companies.

Positive contributions, however, included strong selection among consumer discretionary stocks. A textiles, apparel and luxury goods company, several retailers, a media company and a hotel chain each bolstered performance. The financials sector also added value. Here, an overweight allocation to companies with capital markets exposure and insurance companies, as well as favorable stock selection within these industry groups, produced good gains for the Fund. In the materials sector, holdings in a metals and mining company and a chemicals manufacturer were notable strong performers.

There is no guarantee that any sectors mentioned will continue to perform as discussed herein or that securities in such sectors will be held by the Fund in the future.


TOP 10 HOLDINGS   
Citigroup, Inc.   3.6 % 
Procter & Gamble Co. (The)   3.3  
Altria Group, Inc.   3.2  
United Technologies Corp.   3.1  
Exxon Mobil Corp.   3.0  
General Electric Co.   2.7  
Prudential Financial, Inc.   2.7  
PepsiCo, Inc.   2.6  
Johnson & Johnson   2.6  
Wyeth   2.5  

TOP FIVE INDUSTRIES   
Financial Conglomerates   11.8 % 
Pharmaceuticals: Major   8.4  
Industrial Conglomerates   5.8  
Integrated Oil   3.5  
Data Processing Services   3.3  
Data as of February 28, 2007. Subject to change daily. All percentages for top 10 holdings and top five industries are as a percentage of net assets. These data are provided for informational purposes only and should not be deemed a recommendation to buy or sell the securities mentioned. Morgan Stanley is a full-service securities firm engaged in securities trading and brokerage activities, investment banking, research and analysis, financing and financial advisory services.

4



Investment Strategy

The Fund will normally invest at least 80 percent of its assets in common stocks of companies with a record of paying dividends and the potential for increasing dividends. The Fund’s ‘‘Investment Adviser,’’ Morgan Stanley Investment Advisors Inc., initially employs a quantitative screening process in an attempt to identify a number of common stocks which are reasonably valued and which have a record of paying dividends. The Investment Adviser also considers other factors, such as a company’s return on invested capital and levels of free cash flow. The Investment Adviser then applies qualitative analysis to determine which stocks it believes have attractive future growth prospects and the potential to increase dividends and, finally, to determine whether any of the stocks should be added to or sold from the Fund’s portfolio.

For More Information About
Portfolio Holdings

Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its semiannual and annual reports within 60 days of the end of the fund’s second and fourth fiscal quarters. The semiannual reports and the annual reports are filed electronically with the Securities and Exchange Commission (SEC) on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the semiannual and annual reports to fund shareholders and makes these reports available on its public web site, www.morganstanley.com. Each Morgan Stanley fund also files a complete schedule of portfolio holdings with the SEC for the fund’s first and third fiscal quarters on Form N-Q. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, nor are the reports posted to the Morgan Stanley public web site. You may, however, obtain the Form N-Q filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC’s web site, http://www.sec.gov. You may also review and copy them at the SEC’s public reference room in Washington, DC. Information on the operation of the SEC’s public reference room may be obtained by calling the SEC at (800) SEC-0330. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC’s e-mail address (publicinfo@sec.gov) or by writing the public reference section of the SEC, Washington, DC 20549-0102.

Proxy Voting Policy and Procedures and
Proxy Voting Record

You may obtain a copy of the Fund’s Proxy Voting Policy and Procedures without charge, upon request, by calling toll free (800) 869-NEWS or by visiting the Mutual Fund Center on our Web site at www.morganstanley.com. It is also available on the Securities and Exchange Commission’s Web site at http://www.sec.gov.

You may obtain information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 without charge by visiting the Mutual Fund Center on our Web site at www.morganstanley.com. This information is also available on the Securities and Exchange Commission’s Web site at http://www.sec.gov.

5



Householding Notice

To reduce printing and mailing costs, the Fund attempts to eliminate duplicate mailings to the same address. The Fund delivers a single copy of certain shareholder documents, including shareholder reports, prospectuses and proxy materials, to investors with the same last name who reside at the same address. Your participation in this program will continue for an unlimited period of time unless you instruct us otherwise. You can request multiple copies of these documents by calling (800) 350-6414, 8:00 a.m. to 8:00 p.m., ET. Once our Customer Service Center has received your instructions, we will begin sending individual copies for each account within 30 days.

6



(This page has been left blank intentionally.)



Performance Summary

Performance of $10,000 Investment — Class B

8



Average Annual Total Returns — Period Ended February 28, 2007


  Class A Shares*
(since 07/28/97)  		 Class B Shares **
(since 03/30/81)  		 Class C Shares †
(since 07/28/97)  		 Class D Shares ††
(since 07/28/97)  
Symbol   DIVAX   DIVBX   DIVCX   DIVDX
1 Year   8.55% 3    8.66% 3    7.74% 3    8.84% 3 
    2.85 4    5.55 4    7.12 4    —       
5 Years   5.21 3    4.99 3    4.42 3    5.46 3 
    4.08 4    4.84 4    4.42 4    —       
10 Years   —          5.61 3    —          —       
    —          5.61 4    —          —       
Since Inception   4.59 3    11.46 3    3.82 3    4.84 3 
    4.01 4    11.46 4    3.82 4    —       

Performance data quoted represents past performance, which is no guarantee of future results and current performance may be lower or higher than the figures shown. For most recent month-end performance figures, please visit www.morganstanley.com or speak with your Financial Advisor. Investment returns and principal value will fluctuate and fund shares, when redeemed, may be worth more or less than their original cost. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Performance for Class A, Class B, Class C, and Class D shares will vary due to differences in sales charges and expenses.

* The maximum front-end sales charge for Class A is 5.25%.
** The maximum contingent deferred sales charge (CDSC) for Class B is 5.0%. The CDSC declines to 0% after six years.
† The maximum contingent deferred sales charge for Class C is 1.0% for shares redeemed within one year of purchase.
†† Class D has no sales charge.
(1) The Standard & Poor’s 500® Index (S&P 500®) is a broad-based index, the performance of which is based on the performance of 500 widely-held common stocks chosen for market size, liquidity and industry group representation. The Index is unmanaged and its returns do not include any sales charges or fees. Such costs would lower performance. It is not possible to invest directly in an index.
(2) The Lipper Large-Cap Core Funds Index is an equally weighted performance index of the largest qualifying funds (based on net assets) in the Lipper Large-Cap Core Funds classification. The Index, which is adjusted for capital gains distributions and income dividends, is unmanaged and should not be considered an investment. There are currently 30 funds represented in this Index. The Fund is in the Lipper Large-Cap Core Funds classification as of the date of this report.
(3) Figure shown assumes reinvestment of all distributions and does not reflect the deduction of any sales charges.
(4) Figure shown assumes reinvestment of all distributions and the deduction of the maximum applicable sales charge. See the Fund’s current prospectus for complete details on fees and sales charges.
‡ Ending value assuming a complete redemption on February 28, 2007.

9



Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and redemption fees; and (2) ongoing costs, including advisory fees; distribution and service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period 09/01/06 — 02/28/07.

Actual Expenses

The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled ‘‘Expenses Paid During Period’’ to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing cost of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) and redemption fees. Therefore, the second line of the table is useful in comparing ongoing costs, and will not help you determine the relative total cost of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.


  Beginning
Account Value		 Ending
Account Value		 Expenses Paid
During Period*
  09/01/06 02/28/07 09/01/06 –
02/28/07  
Class A            
Actual (6.85% return) $ 1,000.00   $ 1,068.50   $ 4.62  
Hypothetical (5% annual return before expenses) $ 1,000.00   $ 1,020.33   $ 4.51  
Class B            
Actual (6.90% return) $ 1,000.00   $ 1,069.00   $ 3.95  
Hypothetical (5% annual return before expenses) $ 1,000.00   $ 1,020.98   $ 3.86  
Class C            
Actual (6.49% return) $ 1,000.00   $ 1,064.90   $ 8.50  
Hypothetical (5% annual return before expenses) $ 1,000.00   $ 1,016.56   $ 8.30  
Class D            
Actual (7.00% return) $ 1,000.00   $ 1,070.00   $ 3.39  
Hypothetical (5% annual return before expenses) $ 1,000.00   $ 1,021.52   $ 3.31  
* Expenses are equal to the Fund’s annualized expense ratios of 0.90%, 0.77%, 1.66% and 0.66% for Class A, Class B, Class C and Class D shares, respectively, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).
Because Class B shares incurred lower expenses under the 12b-1 Plan than did Class A shares for the six months ended February 28, 2007, the total operating expense ratio for Class B shares was lower and, as a result the performance of Class B shares was higher than that of the Class A shares. There can be no assurance that this will continue to occur in the future as the maximum fees payable by Class B shares under the 12b-1 Plan are higher than those payable by Class A shares.

10



Morgan Stanley Dividend Growth Securities Inc.

Portfolio of Investments February 28, 2007


NUMBER OF
SHARES		   VALUE
    Common Stocks (99.2%)    
    Aerospace & Defense (3.2%)
  684,000   Boeing Co. $ 59,692,680  
  796,100   Northrop Grumman Corp.   57,199,785  
        116,892,465  
    Apparel/Footwear (1.8%)    
  799,700   V.F. Corp.   63,824,057  
    Beverages: Alcoholic (1.4%)    
  645,500   Diageo PLC (ADR)
(United Kingdom)		   51,246,245  
    Beverages: Non-Alcoholic (2.6%)
  1,518,500   PepsiCo, Inc.   95,893,275  
    Biotechnology (0.5%)    
  286,300   Amgen Inc.*   18,397,638  
    Chemicals: Agricultural (0.8%)    
  569,500   Monsanto Co.   30,006,955  
    Computer Communications (2.1%)     
  3,014,800   Cisco Systems, Inc.*   78,203,912  
    Computer Peripherals (1.5%)    
  3,886,400   EMC Corp.*   54,215,280  
    Computer Processing Hardware (0.8%)
  1,280,000   Dell Inc.*   29,248,000  
    Data Processing Services (3.3%)
  1,584,900   Automatic Data Processing,
Inc. 		   78,912,171  
  1,993,600   Western Union Co.   43,201,312  
        122,113,483  
    Department Stores (1.1%)    
  875,200   Federated Department Stores, Inc.   39,086,432  
    Discount Stores (2.5%)    
  176,100   Sears Holdings Corp.*   31,742,025  
  964,700   Target Corp.   59,357,991  
        91,100,016  
    Drugstore Chains (1.0%)    
  1,188,400   CVS Corp.   37,327,644  
    Electric Utilities (1.7%)    
  948,900   Exelon Corp.   62,560,977  
    Financial Conglomerates (11.8%)     
  1,334,300   American Express Co. $ 75,881,641  
  2,627,400   Citigroup, Inc.   132,420,960  
  1,672,000   JPMorgan Chase & Co.   82,596,800  
  1,078,300   Prudential Financial, Inc.   98,060,602  
  685,900   UBS AG (Switzerland)   40,495,536  
        429,455,539  
    Financial Publishing/Services (1.0%)
  558,200   McGraw-Hill Companies, Inc. (The)   36,065,302  
    Home Improvement Chains (1.6%)
  1,814,700   Lowe’s Companies, Inc.   59,086,632  
    Hotels/Resorts/Cruiselines (1.5%)
  855,900   Starwood Hotels & Resorts Worldwide, Inc.   56,318,220  
    Household/Personal Care (3.3%)
  1,918,200   Procter & Gamble Co. (The)   121,786,518  
    Industrial Conglomerates (5.8%)
  2,815,800   General Electric Co.   98,327,736  
  1,737,730   United Technologies Corp.   114,047,220  
        212,374,956  
    Information Technology Services (1.4%)
  1,476,700   Accenture Ltd. (Class A) (Bermuda)   52,718,190  
    Integrated Oil (3.5%)    
  313,700   ConocoPhillips   20,522,254  
  1,519,500   Exxon Mobil Corp.   108,917,760  
        129,440,014  
    Internet Software/Services (1.7%)
  43,800   Google Inc. (Class A)*   19,685,910  
  1,336,600   Yahoo! Inc.*   41,247,476  
        60,933,386  
    Investment Banks/Brokers (2.0%)
  133,200   Goldman Sachs Group, Inc. (The)   26,853,120  
  557,500   Merrill Lynch & Co., Inc.   46,651,600  
        73,504,720  
    Investment Managers (2.1%)    
  1,781,500   Mellon Financial Corp.   77,370,545  

See Notes to Financial Statements

11



Morgan Stanley Dividend Growth Securities Inc.

Portfolio of Investments February 28, 2007 continued


NUMBER OF
SHARES		   VALUE
    Life/Health Insurance (1.3%)    
  336,700   Lincoln National Corp. $ 22,946,105  
  369,300   MetLife, Inc.   23,321,295  
        46,267,400  
    Major Banks (2.1%)    
  1,391,900   Wachovia Corp.   77,069,503  
    Major Telecommunications (1.7%)
  376,600   ALLTEL Corp.   22,818,194  
  1,018,000   AT&T Inc.   37,462,400  
        60,280,594  
    Managed Health Care (1.5%)    
  1,012,700   UnitedHealth Group Inc.   52,862,940  
    Media Conglomerates (2.9%)    
  4,331,100   Time Warner, Inc.   88,137,885  
  478,800   Viacom, Inc. (Class B)*   18,692,352  
        106,830,237  
    Medical Specialties (1.8%)    
  203,300   Alcon, Inc. (Switzerland)   25,335,246  
  924,900   Thermo Fisher Scientific,
Inc.*		   41,870,223  
        67,205,469  
    Multi-Line Insurance (1.7%)    
  894,300   American International Group, Inc.   60,007,530  
    Office Equipment/Supplies (1.4%)
  1,044,100   Pitney Bowes, Inc.   49,814,011  
    Oil & Gas Production (1.5%)    
  1,079,033   XTO Energy Inc.   55,742,845  
    Oil Refining/Marketing (0.5%)    
  213,100   Marathon Oil Corp.   19,336,694  
    Oilfield Services/Equipment (3.1%)
  527,100   Cameron International Corp.*    29,881,299  
  690,400   Schlumberger Ltd. (Netherlands Antilles)   43,357,120  
  1,011,800   Weatherford International Ltd. (Bermuda)*   40,623,770  
        113,862,189  
    Other Consumer Services (1.0%)
  1,108,500   eBay Inc.* $ 35,538,510  
    Packaged Software (2.3%)    
  3,018,200   Microsoft Corp.   85,022,694  
    Pharmaceuticals: Major (8.4%)    
  789,800   Abbott Laboratories   43,138,876  
  1,504,200   Johnson & Johnson   94,839,810  
  3,182,000   Pfizer, Inc.   79,422,720  
  1,863,900   Wyeth   91,181,988  
        308,583,394  
    Property – Casualty Insurers (1.4%)     
  739,100   XL Capital Ltd. (Class A) (Cayman Islands)   52,476,100  
    Pulp & Paper (1.1%)    
  1,087,900   International Paper Co.   39,175,279  
    Semiconductors (1.5%)    
  2,757,100   Intel Corp.   54,728,435  
    Specialty Stores (0.8%)    
  1,124,600   Staples, Inc.   29,262,092  
    Tobacco (3.2%)    
  1,383,200   Altria Group, Inc.   116,576,096  
    Total Common Stocks
(Cost $2,398,154,902) 		  3,629,812,413  

See Notes to Financial Statements

12



Morgan Stanley Dividend Growth Securities Inc.

Portfolio of Investments February 28, 2007 continued


PRINCIPAL
AMOUNT IN
THOUSANDS		   VALUE
    Short-Term Investment (0.4%)
    Repurchase Agreement    
$ 15,156   Joint repurchase agreement account 5.315% due 03/01/07 (dated 02/28/07; proceeds $15,158,238) (a) (Cost $15,156,000)   $      15,156,000  

Total Investments
(Cost $2,413,310,902) (b) 		  99.6 %    3,644,968,413  
Other Assets in Excess of Liabilities   0.4     12,955,803  
Net Assets   100.0 %  $ 3,657,924,216  
ADR American Depositary Receipt.
* Non-income producing security.
(a) Collateralized by federal agency and U.S. Treasury obligations.
(b) The aggregate cost for federal income tax purposes is $2,443,341,042. The aggregate gross unrealized appreciation is $1,220,484,878 and the aggregate gross unrealized depreciation is $18,857,507, resulting in net unrealized appreciation of $1,201,627,371.

Summary of Investments


INDUSTRY  VALUE  PERCENT OF
TOTAL
INVESTMENTS 
Financial Conglomerates $ 429,455,539     11.8 % 
Pharmaceuticals: Major   308,583,394     8.5  
Industrial Conglomerates   212,374,956     5.8  
Integrated Oil   129,440,014     3.6  
Data Processing Services   122,113,483     3.4  
Household/Personal Care   121,786,518     3.3  
Aerospace & Defense   116,892,465     3.2  
Tobacco   116,576,096     3.2  
Oilfield Services/Equipment   113,862,189     3.1  
Media Conglomerates   106,830,237     2.9  
Beverages: Non-Alcoholic   95,893,275     2.6  
Discount Stores   91,100,016     2.5  
Packaged Software   85,022,694     2.3  
Computer Communications   78,203,912     2.1  
Investment Managers   77,370,545     2.1  
Major Banks   77,069,503     2.1  
Investment Banks/Brokers   73,504,720     2.0  
Medical Specialties   67,205,469     1.8  
Apparel/Footwear   63,824,057     1.8  
Electric Utilities   62,560,977     1.7  
Internet Software/Services   60,933,386     1.7  
Major Telecommunications   60,280,594     1.7  
Multi-Line Insurance   60,007,530     1.7  
Home Improvement Chains   59,086,632     1.6  
Hotels/Resorts/Cruiselines   56,318,220     1.5  
Oil & Gas Production   55,742,845     1.5  
Semiconductors   54,728,435     1.5  
Computer Peripherals   54,215,280     1.5  
Managed Health Care   52,862,940     1.5  
Information Technology
Services 		   52,718,190     1.5  
Property – Casualty Insurers   52,476,100     1.4  
Beverages: Alcoholic   51,246,245     1.4  
Office Equipment/Supplies   49,814,011     1.4  
Life/Health Insurance   46,267,400     1.3  
Pulp & Paper   39,175,279     1.1  
Department Stores   39,086,432     1.1  
Drugstore Chains   37,327,644     1.0  
Financial Publishing/Services   36,065,302     1.0  
Other Consumer Services   35,538,510     1.0  
Chemicals: Agricultural   30,006,955     0.8  
Specialty Stores   29,262,092     0.8  
Computer Processing Hardware    29,248,000     0.8  
Oil Refining/Marketing   19,336,694     0.5  
Biotechnology   18,397,638     0.5  
Repurchase Agreement   15,156,000     0.4  
  $ 3,644,968,413     100.0 % 

See Notes to Financial Statements

13



Morgan Stanley Dividend Growth Securities Inc.

Financial Statements

Statement of Assets and Liabilities

February 28, 2007


Assets:
Investments in securities, at value
    (cost $2,413,310,902)		 $ 3,644,968,413  
Receivable for:    
Investments sold   20,915,116  
Dividends   7,678,348  
Capital stock sold   1,837,527  
Foreign withholding taxes reclaimed   589,575  
Interest   2,238  
Prepaid expenses and other assets   80,323  
Receivable from Distributor   1,282,811  
Total Assets    3,677,354,351  
Liabilities:    
Payable for:    
Investments purchased   9,493,214  
Capital stock redeemed   6,836,172  
Distribution fee   1,227,001  
Investment advisory fee   1,147,508  
Administration fee   233,848  
Transfer agent fee   52,121  
Accrued expenses and other payables   440,271  
Total Liabilities    19,430,135  
Net Assets  $ 3,657,924,216  
Composition of Net Assets:    
Paid-in-capital $ 2,055,934,577  
Net unrealized appreciation   1,231,657,511  
Accumulated undistributed net investment income   17,726,031  
Accumulated undistributed net realized gain   352,606,097  
Net Assets  $ 3,657,924,216  
Class A Shares:    
Net Assets $ 2,502,241,618  
Shares Outstanding (500,000,000 authorized, $.01 par value)   120,412,812  
Net Asset Value Per Share  $ 20.78  
    Maximum Offering Price Per Share,
(net asset value plus 5.54% of net asset value)  		 $ 21.93  
Class B Shares:    
Net Assets $ 847,886,832  
Shares Outstanding (500,000,000 authorized, $.01 par value)   40,520,283  
Net Asset Value Per Share  $ 20.92  
Class C Shares:    
Net Assets $ 60,353,201  
Shares Outstanding (500,000,000 authorized, $.01 par value)   2,914,422  
Net Asset Value Per Share  $ 20.71  
Class D Shares:    
Net Assets $ 247,442,565  
Shares Outstanding (500,000,000 authorized, $.01 par value)   11,891,499  
Net Asset Value Per Share  $ 20.81  

See Notes to Financial Statements

14



Morgan Stanley Dividend Growth Securities Inc.

Financial Statements continued

Statement of Operations

For the year ended February 28, 2007


Net Investment Income:
Income
Dividends (net of $456,490 foreign withholding tax) $ 80,544,749  
Interest   6,022,677  
Total Income    86,567,426  
Expenses    
Investment advisory fee   17,251,785  
Distribution fee (Class A shares)   7,480,630  
Distribution fee (Class B shares)   1,227,593  
Distribution fee (Class C shares)   713,139  
Transfer agent fees and expenses   5,678,444  
Administration fee   3,614,805  
Shareholder reports and notices   1,558,705  
Custodian fees   223,164  
Directors’ fees and expenses   79,965  
Professional fees   79,085  
Registration fees   66,506  
Other   294,978  
Total Expenses    38,268,799  
Less: expense offset   (29,917 ) 
Net Expenses    38,238,882  
Net Investment Income    48,328,544  
Net Realized and Unrealized Gain (Loss):    
Net Realized Gain (Loss) on:    
Investments   1,678,148,550  
Foreign exchange transactions   (188,953 ) 
Net Realized Gain    1,677,959,597  
Net change in unrealized appreciation   (1,368,759,011 ) 
Net Gain    309,200,586  
Net Increase $ 357,529,130  

See Notes to Financial Statements

15



Morgan Stanley Dividend Growth Securities Inc.

Financial Statements continued

Statements of Changes in Net Assets


  FOR THE YEAR
ENDED
FEBRUARY 28, 2007		 FOR THE YEAR
ENDED
FEBRUARY 28, 2006
Increase (Decrease) in Net Assets:        
Operations:        
Net investment income $ 48,328,544   $ 64,945,963  
Net realized gain   1,677,959,597     1,298,066,592  
Net change in unrealized appreciation   (1,368,759,011 )    (1,039,974,690 ) 
Net Increase    357,529,130     323,037,865  
Dividends and Distributions to Shareholders from:        
Net investment income        
Class A shares   (33,648,233 )    (35,588,295 ) 
Class B shares   (13,354,889 )    (34,828,667 ) 
Class C shares   (239,627 )    (492,249 ) 
Class D shares   (5,220,915 )    (8,333,401 ) 
Net realized gain        
Class A shares   (1,371,440,067 )    (510,609,043 ) 
Class B shares   (467,483,245 )    (231,506,952 ) 
Class C shares   (32,454,561 )    (12,645,093 ) 
Class D shares   (154,851,187 )    (77,988,935 ) 
Total Dividends and Distributions    (2,078,692,724 )    (911,992,635 ) 
Net increase (decrease) from capital stock transactions   55,387,710     (752,156,534 ) 
Net Decrease    (1,665,775,884 )    (1,341,111,304 ) 
Net Assets:        
Beginning of period   5,323,700,100     6,664,811,404  
End of Period
(Including accumulated undistributed net investment income of $17,726,031 and $22,049,004, respectively) 		$ 3,657,924,216   $ 5,323,700,100  

See Notes to Financial Statements

16



Morgan Stanley Dividend Growth Securities Inc.

Notes to Financial Statements February 28, 2007

1.   Organization and Accounting Policies

Morgan Stanley Dividend Growth Securities Inc. (the ‘‘Fund’’) is registered under the Investment Company Act of 1940, as amended (the ‘‘Act’’), as a diversified, open-end management investment company. The Fund’s investment objective is to provide reasonable current income and long-term growth of income and capital. The Fund was incorporated in Maryland on December 22, 1980 and commenced operations on March 30, 1981. On July 28, 1997, the Fund converted to a multiple class share structure.

The Fund offers Class A shares, Class B shares, Class C shares and Class D shares. The four classes are substantially the same except that most Class A shares are subject to a sales charge imposed at the time of purchase and some Class A shares, and most Class B shares and Class C shares are subject to a contingent deferred sales charge imposed on shares redeemed within eighteen months, six years and one year, respectively. Class D shares are not subject to a sales charge. Additionally, Class A shares, Class B shares and Class C shares incur distribution expenses.

The Fund will assess a 2% redemption fee, on Class A shares, Class B shares, Class C shares, and Class D shares, which is paid directly to the Fund, for shares redeemed within seven days of purchase, subject to certain exceptions. The redemption fee is designed to protect the Fund and its remaining shareholders from the effects of short-term trading.

The following is a summary of significant accounting policies:

A.   Valuation of Investments — (1) an equity portfolio security listed or traded on the New York Stock Exchange (‘‘NYSE’’) or American Stock Exchange or other exchange is valued at its latest sale price prior to the time when assets are valued; if there were no sales that day, the security is valued at the mean between the last reported bid and asked price; (2) an equity portfolio security listed or traded on the Nasdaq is valued at the Nasdaq Official Closing Price; if there were no sales that day, the security is valued at the mean between the last reported bid and asked price; (3) all other portfolio securities for which over-the-counter market quotations are readily available are valued at the mean between the last reported bid and asked price. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as th e primary market; (4) for equity securities traded on foreign exchanges, the last reported sale price or the latest bid price may be used if there were no sales on a particular day; (5) when market quotations are not readily available including circumstances under which Morgan Stanley Investment Advisors Inc. (the ‘‘Investment Adviser’’) determines that the latest sale price, the bid price or the mean between the last reported bid and asked price do not reflect a security’s market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Fund’s Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business on the NYSE. If developments occur

17



Morgan Stanley Dividend Growth Securities Inc.

Notes to Financial Statements February 28, 2007 continued

during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Fund’s Directors or by the Investment Adviser using a pricing service and/or procedures approved by the Directors of the Fund; (6) certain portfolio securities may be valued by an outside pricing service approved by the Fund’s Directors; and (7) short-term debt securities having a maturity date of more than sixty days at time of purchase are valued on a mark-to-market basis until sixty days prior to maturity and thereafter at amortized cost based on their value on the 61st day. Short-term debt securities having a maturity date of sixty days or less at the time of purchase are valued at amortized cost.

B.   Accounting for Investments — Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on security transactions are determined by the identified cost method. Dividend income and other distributions are recorded on the ex-dividend date. Discounts are accreted and premiums are amortized over the life of the respective securities. Interest income is accrued daily.

C.   Repurchase Agreements — Pursuant to an Exemptive Order issued by the Securities and Exchange Commission, the Fund, along with other affiliated entities managed by the Investment Adviser, may transfer uninvested cash balances into one or more joint repurchase agreement accounts. These balances are invested in one or more repurchase agreements and are collateralized by cash, U.S. Treasury or federal agency obligations. The Fund may also invest directly with institutions in repurchase agreements. The Fund’s custodian receives the collateral, which is marked-to-market daily to determine that the value of the collateral does not decrease below the repurchase price plus accrued interest.

D.   Multiple Class Allocations — Investment income, expenses (other than distribution fees), and realized and unrealized gains and losses are allocated to each class of shares based upon the relative net asset value on the date such items are recognized. Distribution fees are charged directly to the respective class.

E.   Foreign Currency Translation and Forward Foreign Currency Contracts — The books and records of the Fund are maintained in U.S. dollars as follows: (1) the foreign currency market value of investment securities, other assets and liabilities and forward foreign currency contracts (‘‘forward contracts’’) are translated at the exchange rates prevailing at the end of the period; and (2) purchases, sales, income and expenses are translated at the exchange rates prevailing on the respective dates of such transactions. The resultant exchange gains and losses are recorded as realized and unrealized gain/loss on foreign exchange transactions. Pursuant to U.S. federal income tax regulations, certain foreign exchange gains/losses included in realized and unrealized gain/loss are included in or are a reduction of ordinary income for federal income tax purposes. The Fund doe s not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the changes in the market prices of the securities. Forward contracts are valued daily at the appropriate exchange rates. The resultant unrealized exchange gains and

18



Morgan Stanley Dividend Growth Securities Inc.

Notes to Financial Statements February 28, 2007 continued

losses are recorded as unrealized foreign currency gain or loss. The Fund records realized gains or losses on delivery of the currency or at the time the forward contract is extinguished (compensated) by entering into a closing transaction prior to delivery.

F.   Federal Income Tax Policy — It is the Fund’s policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Accordingly, no federal income tax provision is required.

G.   Dividends and Distributions to Shareholders — Dividends and distributions to shareholders are recorded on the ex-dividend date.

H.   Use of Estimates — The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts and disclosures. Actual results could differ from those estimates.

2.    Investment Advisory/Administration Agreements

Pursuant to an Investment Advisory Agreement, the Fund pays the Investment Adviser an advisory fee, accrued daily and payable monthly, by applying the following annual rates to the net assets of the Fund determined at the close of each business day: 0.545% to the portion of the daily net assets not exceeding $250 million; 0.42% to the portion of the daily net assets exceeding $250 million but not exceeding $1 billion; 0.395% to the portion of the daily net assets exceeding $1 billion but not exceeding $2 billion; 0.37% to the portion of the daily net assets exceeding $2 billion but not exceeding $3 billion; 0.345% to the portion of the daily net assets exceeding $3 billion but not exceeding $4 billion; 0.32% to the po rtion of the daily net assets exceeding $4 billion but not exceeding $5 billion; 0.295% to the portion of the daily net assets exceeding $5 billion but not exceeding $6 billion; 0.27% to the portion of the daily net assets exceeding $6 billion but not exceeding $8 billion; 0.245% to the portion of the daily net assets exceeding $8 billion but not exceeding $10 billion; 0.22% to the portion of the daily net assets exceeding $10 billion but not exceeding $15 billion; and 0.195% to the portion of the daily net assets exceeding $15 billion.

Pursuant to an Administration Agreement with Morgan Stanley Services Company Inc. (the ‘‘Administrator’’), an affiliate of the Investment Adviser, the Fund pays an administration fee, accrued daily and payable monthly, by applying the annual rate of 0.08% to the Fund’s daily net assets.

3.   Plan of Distribution

Shares of the Fund are distributed by Morgan Stanley Distributors Inc. (the ‘‘Distributor’’), an affiliate of the Investment Adviser and Administrator. The Fund has adopted a Plan of Distribution (the ‘‘Plan’’) pursuant to Rule 12b-1 under the Act. The Plan provides that the Fund will pay the Distributor a fee which is accrued daily and paid monthly at the following annual rates: (i) Class A – up to 0.25% of the average daily net assets of Class A; (ii) Class B – up to 1.0% of the lesser of: (a) the average daily aggregate gross sales of the Class B

19



Morgan Stanley Dividend Growth Securities Inc.

Notes to Financial Statements February 28, 2007 continued

shares since the inception of the Plan on July 2, 1984 (not including reinvestment of dividend or capital gain distributions) less the average daily aggregate net asset value of the Class B shares redeemed since the Plan’s inception upon which a contingent deferred sales charge has been imposed or waived; or (b) the average daily net assets of Class B attributable to shares issued, net of related shares redeemed, since the Plan’s inception; and (iii) Class C – up to 1.0% of the average daily net assets of Class C.

In the case of Class B shares, provided that the Plan continues in effect, any cumulative expenses incurred by the Distributor but not yet recovered may be recovered through the payment of future distribution fees from the Fund pursuant to the Plan and contingent deferred sales charges paid by investors upon redemption of Class B shares. Although there is no legal obligation for the Fund to pay expenses incurred in excess of payments made to the Distributor under the Plan and the proceeds of contingent deferred sales charges paid by investors upon redemption of shares, if for any reason the Plan is terminated, the Directors will consider at that time the manner in which to treat such expenses. The Distributor has advised the F und that there were no such expenses as of February 28, 2007.

For the year ended February 28, 2007, the distribution fee was accrued for Class B shares at an annual rate of 0.11%. At February 28, 2007, included in the Statement of Assets and Liabilities, is a receivable from the Fund’s Distributor, an affiliate, which represents payments due to be reimbursed to the Fund under the Plan. Because the plan is what is referred to as a ‘‘reimbursement plan’’, the Distributor reimburses to the Fund any 12b-1 fees collected in excess of the actual distribution expenses incurred. This receivable represents this excess amount as of February 28, 2007.

In the case of Class A shares and Class C shares, expenses incurred pursuant to the Plan in any calendar year in excess of 0.25% or 1.0% of the average daily net assets of Class A or Class C, respectively, will not be reimbursed by the Fund through payments in any subsequent year, except that expenses representing a gross sales credit to Morgan Stanley Financial Advisors and other authorized financial representatives at the time of sale may be reimbursed in the subsequent calendar year. For the year ended February 28, 2007, the distribution fee was accrued for Class A shares and Class C shares at the annual rate of 0.24% and 1.0%, respectively.

The Distributor has informed the Fund that for the year ended February 28, 2007, it received contingent deferred sales charges from certain redemptions of the Fund’s Class A shares, Class B shares and Class C shares of $2,708, $1,697,511 and $5,244, respectively and received $257,628 in front-end sales charges from sales of the Fund’s Class A shares. The respective shareholders pay such charges which are not an expense of the Fund.

20



Morgan Stanley Dividend Growth Securities Inc.

Notes to Financial Statements February 28, 2007 continued

4.   Security Transactions and Transactions with Affiliates

The cost of purchases and the proceeds from sales of portfolio securities, excluding short-term investments, for the year ended February 28, 2007 aggregated $4,609,893,242 and $6,562,906,537, respectively. Included in the aforementioned transactions are purchases and sales with other Morgan Stanley funds of $7,642,909 and $8,421,866, respectively, including net realized losses of $64,386.

For the year ended February 28, 2007, the Fund incurred brokerage commissions of $1,420,794, with Morgan Stanley & Co., Inc. an affiliate of the Investment Adviser, Administrator and Distributor, for portfolio transactions executed on behalf the Fund.

Morgan Stanley Trust, an affiliate of the Investment Adviser, Administrator and Distributor, is the Fund’s transfer agent.

The Fund has an unfunded noncontributory defined benefit pension plan covering certain independent Directors of the Fund who will have served as independent Directors for at least five years at the time of retirement. Benefits under this plan are based on factors which include years of service and compensation. The Directors voted to close the plan to new participants and eliminate the future benefits growth due to increases to compensation after July 31, 2003. Aggregate pension costs for the year ended February 28, 2007 included in Directors’ fees and expenses in the Statement of Operations amounted to $4,950. At February 28, 2007, the Fund had an accrued pension liability of $62,725, which is included in accrued expenses in the Statement of Assets and Liabilities.

The Fund has an unfunded Deferred Compensation Plan (the ‘‘Compensation Plan’’) which allows each independent Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Directors. Each eligible Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the net asset value of the Fund.

21



Morgan Stanley Dividend Growth Securities Inc.

Notes to Financial Statements February 28, 2007 continued

5.   Capital Stock

Transactions in capital stock were as follows:


  FOR THE YEAR
ENDED
FEBRUARY 28, 2007		 FOR THE YEAR
ENDED
FEBRUARY 28, 2006
  SHARES AMOUNT SHARES AMOUNT
CLASS A SHARES
Sold   1,050,212   $ 27,325,177     566,468   $ 19,981,846  
Conversion from Class B   3,291,256     105,886,505     107,440,399     3,807,280,355  
Reinvestment of dividends and distributions   56,047,622     1,287,637,674     14,538,329     495,299,467  
Redeemed   (41,801,927 )    (1,176,445,929 )    (23,311,113 )    (821,863,955 ) 
Net increase – Class A   18,587,163     244,403,427     99,234,083     3,500,697,713  
CLASS B SHARES
Sold   933,743     25,090,217     1,467,494     52,607,838  
Conversion to Class A   (3,277,154 )    (105,886,505 )    (107,074,066 )    (3,807,280,355 ) 
Reinvestment of dividends and distributions   19,119,176     442,888,838     7,061,689     242,807,508  
Redeemed   (15,495,125 )    (439,531,293 )    (19,621,838 )    (704,136,337 ) 
Net increase (decrease) – Class B   1,280,640     (77,438,743 )    (118,166,721 )    (4,216,001,346 ) 
CLASS C SHARES                
Sold   160,925     4,286,356     140,678     4,992,089  
Reinvestment of dividends and distributions   1,342,799     30,732,999     366,693     12,483,307  
Redeemed   (994,190 )    (27,686,576 )    (872,348 )    (30,924,586 ) 
Net increase (decrease) – Class C   509,534     7,332,779     (364,977 )    (13,449,190 ) 
CLASS D SHARES                
Sold   891,718     25,715,168     1,857,720     66,131,435  
Reinvestment of dividends and distributions   6,330,393     149,575,088     2,322,525     79,311,068  
Redeemed   (10,557,854 )    (294,200,009 )    (4,763,607 )    (168,846,214 ) 
Net decrease – Class D   (3,335,743 )    (118,909,753 )    (583,362 )    (23,403,711 ) 
Net increase (decrease) in Fund   17,041,594   $ 55,387,710     (19,880,977 )  $ (752,156,534 ) 

6.    Expense Offset

The expense offset represents a reduction of the fees and expenses for interest earned on cash balances maintained by the Fund with the transfer agent.

7.   Purposes of and Risks Relating to Certain Financial Instruments

The Fund may enter into forward contracts for many purposes, including to facilitate settlement of foreign currency denominated portfolio transactions or to manage foreign currency exposure associated with foreign currency denominated securities.

22



Morgan Stanley Dividend Growth Securities Inc.

Notes to Financial Statements February 28, 2007 continued

Forward contracts involve elements of market risk in excess of the amounts reflected in the Statement of Assets and Liabilities. The Fund bears the risk of an unfavorable change in the foreign exchange rates underlying the forward contracts. Risks may also arise upon entering into these contracts from the potential inability of the counterparties to meet the terms of their contracts.

8.   Federal Income Tax Status

The amount of dividends and distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations which may differ from generally accepted accounting principles. These ‘‘book/tax’’ differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the capital accounts based on their federal tax-basis treatment; temporary differences do not require reclassification. Dividends and distributions which exceed net investment income and net realized capital gains for tax purposes are reported as distributions of paid-in-capital.

The tax character of distributions paid was as follows:


  FOR THE YEAR
ENDED
FEBRUARY 28, 2007		 FOR THE YEAR
ENDED
FEBRUARY 28, 2006
Ordinary income $ 103,289,832   $ 121,016,688  
Long-term capital gains   1,975,402,892     790,975,947  
Total distributions $ 2,078,692,724   $ 911,992,635  

As of February 28, 2007, the tax-basis components of accumulated earnings were as follows:


Undistributed ordinary income $ 33,506,485                           
Undistributed long-term gains   390,624,621      
Net accumulated earnings   424,131,106      
Capital loss carryforward*   (23,686,880 )     
Temporary differences   (81,958 )     
Net unrealized appreciation   1,201,627,371      
Total accumulated earnings $ 1,601,989,639      

* During the year ended February 28, 2007, the Fund utilized $5,921,720 of its net capital loss carryforward. As of February 28, 2007, the Fund had a net capital loss carryforward of $23,686,880 of which $18,870,941 will expire on February 28, 2010 and $4,815,939 will expire on February 28, 2011 to offset future capital gains to the extent provided by regulations.

23



Morgan Stanley Dividend Growth Securities Inc.

Notes to Financial Statements February 28, 2007 continued

As of February 28, 2007, the Fund had temporary book/tax differences primarily attributable to capital loss deferrals on wash sales.

Permanent differences, due to foreign currency losses and nondeductible expenses, resulted in the following reclassifications among the Fund’s components of net assets at February 28, 2007:


ACCUMULATED
UNDISTRIBUTED
NET INVESTMENT
INCOME		 ACCUMULATED
UNDISTRIBUTED
NET REALIZED
GAIN		 PAID-IN-CAPITAL
$(187,853) $ 188,953   $ (1,100 ) 

9.   Legal Matters

The Investment Adviser, certain affiliates of the Investment Adviser, certain officers of such affiliates and certain investment companies advised by the Investment Adviser or its affiliates, including the Fund, were named as defendants in a consolidated class action. This consolidated action also named as defendants certain individual Trustees and Directors of the Morgan Stanley funds. The consolidated amended complaint, filed in the United States District Court for the Southern District of New York on April 16, 2004, generally alleged that defendants, including the Fund, violated their statutory disclosure obligations and fiduciary duties by failing properly to disclose (i) that the Investment Adviser and certain affiliate s of the Investment Adviser allegedly offered economic incentives to brokers and others to recommend the funds advised by the Investment Adviser or its affiliates to investors rather than funds managed by other companies, and (ii) that the funds advised by the Investment Adviser or its affiliates, including the Fund, allegedly paid excessive commissions to brokers in return for their alleged efforts to recommend these funds to investors. The complaint sought, among other things, unspecified compensatory damages, rescissionary damages, fees and costs. On July 2, 2004, defendants moved to dismiss the action. On March 9, 2005, plaintiffs filed a Motion for Leave to File a Supplemental Pleading that would, among other things, expand the allegations and alleged class. On April 14, 2006, the Court granted defendants’ motion to dismiss in its entirety, with prejudice. Additionally, plaintiffs’ Motion for Leave to File a Supplemental Pleading was denied. The time for plaintiffs to appeal the orders granting defendants’ motion to dismiss and denying plaintiffs’ motion for supplemental pleading has expired. This case is now concluded.

10.   Accounting Pronouncements

In July 2006, the Financial Accounting Standards Board (FASB) issued Interpretation 48, Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement 109 (FIN 48). FIN 48 clarifies the accounting for income taxes by prescribing the minimum recognition threshold a tax position must meet before being recognized in the financial statements. FIN 48 is effective for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. The impact to the Fund’s financial statements, if any is currently being assessed.

24



Morgan Stanley Dividend Growth Securities Inc.

Notes to Financial Statements February 28, 2007 continued

In addition, in September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of SFAS 157 will have on the Fund’s financial statement disclosures.

25



Morgan Stanley Dividend Growth Securities Inc.

Financial Highlights

Selected ratios and per share data for a share of capital stock outstanding throughout each period:


  FOR THE YEAR ENDED FEBRUARY 28,
  2007 2006 2005 2004* 2003
Class A Shares:
Selected Per Share Data:
Net asset value, beginning of period $ 33.51   $ 37.21   $ 42.01   $ 34.01   $ 46.44  
Income (loss) from investment operations:                    
Net investment income‡   0.29     0.39     0.54     0.61     0.68  
Net realized and unrealized gain (loss)   2.07     1.69     2.08     11.62     (11.41 ) 
Total income (loss) from investment operations   2.36     2.08     2.62     12.23     (10.73 ) 
Less dividends and distributions from:                    
Net investment income   (0.34 )    (0.47 )    (0.52 )    (0.65 )    (0.72 ) 
Net realized gain   (14.75 )    (5.31 )    (6.90 )    (3.58 )    (0.98 ) 
Total dividends and distributions   (15.09 )    (5.78 )    (7.42 )    (4.23 )    (1.70 ) 
Net asset value, end of period $ 20.78   $ 33.51   $ 37.21   $ 42.01   $ 34.01  
Total Return†   8.55 %    5.94 %    6.98 %    37.26 %    (23.66 )% 
Ratios to Average Net Assets(1):                    
Total expenses (before expense offset)   0.88 %    0.85 %    0.80 %    0.80 %    0.77  % 
Net investment income   1.04 %    1.05 %    1.41 %    1.56 %    1.69  % 
Supplemental Data:                    
Net assets, end of period, in millions   $2,502     $3,412     $96     $126     $104  
Portfolio turnover rate   105 %    44 %    38 %    34 %    7  % 
* Year ended February 29.
‡ The per share amounts were computed using an average number of shares outstanding during the period.
† Does not reflect the deduction of sales charge. Calculated based on the net asset value as of the last business day of the period.
(1) Reflects overall Fund ratios for investment income and non-class specific expenses.

See Notes to Financial Statements

26



Morgan Stanley Dividend Growth Securities Inc.

Financial Highlights continued

    


  FOR THE YEAR ENDED FEBRUARY 28,
  2007 2006 2005 2004* 2003
Class B Shares:
Selected Per Share Data:                    
Net asset value, beginning of period $ 33.65   $ 37.34   $ 42.08   $ 34.04   $ 46.46  
Income (loss) from investment operations:                    
Net investment income‡   0.33     0.39     0.57     0.43     0.37  
Net realized and unrealized gain (loss)   2.08     1.72     2.09     11.64     (11.41 ) 
Total income (loss) from investment operations   2.41     2.11     2.66     12.07     (11.04 ) 
Less dividends and distributions from:                    
Net investment income   (0.39 )    (0.49 )    (0.50 )    (0.45 )    (0.40 ) 
Net realized gain   (14.75 )    (5.31 )    (6.90 )    (3.58 )    (0.98 ) 
Total dividends and distributions   (15.14 )    (5.80 )    (7.40 )    (4.03 )    (1.38 ) 
Net asset value, end of period $ 20.92   $ 33.65   $ 37.34   $ 42.08   $ 34.04  
Total Return†   8.66 %    6.03 %    7.03 %    36.62 %    (24.27 )% 
Ratios to Average Net Assets(1):                    
Total expenses (before expense offset)   0.75 %    0.75 %    0.75 % (2)    1.28 % (2)    1.54  % 
Net investment income   1.17 %    1.15 %    1.47 % (2)    1.08 % (2)    0.92  % 
Supplemental Data:                    
Net assets, end of period, in millions   $848     $1,320     $5,877     $7,040     $6,020  
Portfolio turnover rate   105 %    44 %    38 %    34 %    7  % 
* Year ended February 29.
‡ The per share amounts were computed using an average number of shares outstanding during the period.
† Does not reflect the deduction of sales charge. Calculated based on the net asset value as of the last business day of the period.
(1) Reflects overall Fund ratios for investment income and non-class specific expenses.
(2) If the Distributor had not rebated a portion of its fee to the Fund, the expense and net investment income ratios would have been:

PERIOD ENDED EXPENSE
RATIO		 NET INVESTMENT
INCOME RATIO
February 28, 2005     0.85 %    1.37 % 
February 29, 2004     1.56     0.80  

See Notes to Financial Statements

27



Morgan Stanley Dividend Growth Securities Inc.

Financial Highlights continued

    


  FOR THE YEAR ENDED FEBRUARY 28,
  2007 2006 2005 2004* 2003
Class C Shares:
Selected Per Share Data:                    
Net asset value, beginning of period $ 33.42   $ 37.11   $ 41.89   $ 33.92   $ 46.32  
Income (loss) from investment operations:                    
Net investment income‡   0.08     0.11     0.27     0.31     0.37  
Net realized and unrealized gain (loss)   2.06     1.71     2.07     11.60     (11.38 ) 
Total income (loss) from investment operations   2.14     1.82     2.34     11.91     (11.01 ) 
Less dividends and distributions from:                    
Net investment income   (0.10 )    (0.20 )    (0.22 )    (0.36 )    (0.41 ) 
Net realized gain   (14.75 )    (5.31 )    (6.90 )    (3.58 )    (0.98 ) 
Total dividends and distributions   (14.85 )    (5.51 )    (7.12 )    (3.94 )    (1.39 ) 
Net asset value, end of period $ 20.71   $ 33.42   $ 37.11   $ 41.89   $ 33.92  
Total Return†   7.74 %    5.21 %    6.15 %    36.25 %    (24.26 )% 
Ratios to Average Net Assets(1):                    
Total expenses (before expense offset)   1.64 %    1.59 %    1.52 %    1.56 %    1.54  % 
Net investment income   0.28 %    0.31 %    0.70 %    0.80 %    0.92  % 
Supplemental Data:                    
Net assets, end of period, in millions   $60     $80     $103     $118     $83  
Portfolio turnover rate   105 %    44 %    38 %    34 %    7  % 
* Year ended February 29.
‡ The per share amounts were computed using an average number of shares outstanding during the period.
† Does not reflect the deduction of sales charge. Calculated based on the net asset value as of the last business day of the period.
(1) Reflects overall Fund ratios for investment income and non-class specific expenses.

See Notes to Financial Statements

28



Morgan Stanley Dividend Growth Securities Inc.

Financial Highlights continued

    


  FOR THE YEAR ENDED FEBRUARY 28,
  2007 2006 2005 2004* 2003
Class D Shares:
Selected Per Share Data:                    
Net asset value, beginning of period $ 33.54   $ 37.23   $ 42.04   $ 34.03   $ 46.47  
Income (loss) from investment operations:                    
Net investment income‡   0.38     0.46     0.65     0.70     0.77  
Net realized and unrealized gain (loss)   2.06     1.71     2.06     11.63     (11.41 ) 
Total income (loss) from investment operations   2.44     2.17     2.71     12.33     (10.64 ) 
Less dividends and distributions from:                    
Net investment income   (0.42 )    (0.55 )    (0.62 )    (0.74 )    (0.82 ) 
Net realized gain   (14.75 )    (5.31 )    (6.90 )    (3.58 )    (0.98 ) 
Total dividends and distributions   (15.17 )    (5.86 )    (7.52 )    (4.32 )    (1.80 ) 
Net asset value, end of period $ 20.81   $ 33.54   $ 37.23   $ 42.04   $ 34.03  
Total Return†   8.84 %    6.22 %    7.22 %    37.58 %    (23.50 )% 
Ratios to Average Net Assets(1):                    
Total expenses (before expense offset)   0.64 %    0.60 %    0.56 %    0.56 %    0.54  % 
Net investment income   1.28 %    1.30 %    1.66 %    1.80 %    1.92  % 
Supplemental Data:                    
Net assets, end of period, in millions   $247     $511     $589     $588     $376  
Portfolio turnover rate   105 %    44 %    38 %    34 %    7  % 
* Year ended February 29.
‡ The per share amounts were computed using an average number of shares outstanding during the period.
† Calculated based on the net asset value as of the last business day of the period.
(1) Reflects overall Fund ratios for investment income and non-class specific expenses.

See Notes to Financial Statements

29



Morgan Stanley Dividend Growth Securities Inc.

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of
Morgan Stanley Dividend Growth Securities Inc.:

We have audited the accompanying statement of assets and liabilities of Morgan Stanley Dividend Growth Securities Inc. (the ‘‘Fund’’), including the portfolio of investments, as of February 28, 2007, and the related statements of operations for the year then ended and changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Ac cordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of February 28, 2007, by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Morgan Stanley Dividend Growth Securities Inc. as of February 28, 2007, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP
New York, New York
April 20, 2007

30



Morgan Stanley Dividend Growth Securities Inc.

Results of Special Shareholder Meeting  (unaudited)

On August 1, 2006, a Special Meeting of Shareholders of the Fund was scheduled in order to vote on the proposals set forth below. The proposals failed to obtain the necessary quorum in order to hold the meeting, and, therefore, the meeting was adjourned until August 23, 2006, and later adjourned to September 27, 2006 to permit further solicitation of proxies. The meeting was held on September 27, 2006 and the voting results with respect to these proposals were as follows:

(1)   Election of Directors:


  For  Withhold  Abstain  BNV* 
Frank L. Bowman   75,420,179     3,364,133     0     0  
Kathleen A. Dennis   75,406,625     3,377,687     0     0  
James F. Higgins   75,406,295     3,378,017     0     0  
Joseph J. Kearns   75,397,805     3,386,507     0     0  
Michael F. Klein   75,396,892     3,387,420     0     0  
W. Allen Reed   75,341,118     3,443,194     0     0  
Fergus Reid   75,274,954     3,509,358     0     0  

The following Directors were not standing for reelection at this meeting: Michael Bozic, Dr. Manuel H. Johnson and Michael E. Nugent.

(2)   Elimination of certain fundamental investment restrictions:


  For Against Abstain BNV*
Elimination of the fundamental policy restricting the Fund’s ability to
    pledge assets		   65,797,853     3,484,526     2,759,642     6,742,291  
Elimination of the fundamental policy restricting purchases of
    securities on margin		   65,592,131     3,660,222     2,789,668     6,742,291  
Elimination of the fundamental policy prohibiting investments in oil,
    gas, and other types of minerals or mineral leases		   66,090,771     3,163,052     2,788,198     6,742,291  
Elimination of the fundamental policy regarding investments in
    warrants		   65,539,508     3,595,774     2,906,739     6,742,291  
Elimination of the fundamental policy prohibiting or restricting the
    purchase of securities of issuers in which Directors or Officers
    have an interest		   65,710,511     3,524,838     2,806,672     6,742,291  
Elimination of the fundamental policy prohibiting investments for
    purposes of exercising control		   65,974,808     3,292,118     2,775,095     6,742,291  
Elimination of the fundamental policy regarding investments in
     unseasoned companies		   65,579,803     3,635,295     2,826,923     6,742,291  

31



Morgan Stanley Dividend Growth Securities Inc.

Results of Special Shareholder Meeting  (unaudited) continued

(3)   Modify certain fundamental investment restrictions:


  For  Against  Abstain  BNV*
Modify fundamental policy regarding diversification   66,206,583     3,083,758     2,751,680     6,742,291  
Modify fundamental policy regarding borrowing money   65,619,303     3,657,125     2,765,593     6,742,291  
Modify fundamental policy regarding loans   65,666,646     3,571,497     2,803,878     6,742,291  
Modify fundamental policy regarding investment in commodities, commodity contracts and futures contracts   65,689,703     3,572,534     2,779,784     6,742,291  
Modify fundamental policy regarding issuance of senior securities   65,920,949     3,331,579     2,789,493     6,742,291  
Modify fundamental policy regarding underwriting activities   66,008,868     3,151,170     2,881,983     6,742,291  

(4)   Reclassify certain fundamental policies as non-fundamental policies:


  For  Against  Abstain  BNV*
Reclassification as non-fundamental the fundamental policy
    regarding the short sale of securities		   65,646,393     3,579,426     2,816,202     6,742,291  
Reclassification as non-fundamental the fundamental policy
    prohibiting investments in other investment companies		   65,917,141     3,331,498     2,793,382     6,742,291  
Reclassification as non-fundamental the fundamental policy on the
     purchase or sale of puts, calls, and combinations thereof		   65,583,237     3,536,204     2,922,580     6,742,291  
* Broker ‘‘non-votes’’ are shares held in street name for which the broker indicates that instructions have not been received from the beneficial owners or other persons entitled to vote and for which the broker does not have discretionary voting authority.

32



Morgan Stanley Dividend Growth Securities Inc.

Director and Officer Information  (unaudited)

Independent Directors:


Name, Age and Address of
Independent Director		 Position(s) Held with Registrant Term of
Office and
Length of
Time
Served*		 Principal Occupation(s)
During Past 5 Years		 Number of Portfolios
in Fund Complex Overseen by Independent
Director**		 Other Directorships
Held by Independent Director
Frank L. Bowman (62)
c/o Kramer Levin Naftalis & Frankel LLP
Counsel to the Independent Directors
1177 Avenue of the Americas
New York, NY 10036		 Director Since
August 2006		 President and Chief Executive Officer of the Nuclear Energy Institute (policy organization) (since February 2005); Director or Trustee of various Retail Funds and Institutional Funds (since August 2006); Chairperson of the Sub-Committee of the Valuation, Insurance and Compliance Committee (since February 2007); formerly variously, Admiral in the U.S. Navy, Director of Naval Nuclear Propulsion Program and Deputy Administrator—Naval Reactors in the National Nuclear Security Administration at the U.S. Department of Energy (1996-2004). Honorary Knight Commander of the Most Excellent Order of the British Empire. 171 Director of the National Energy Foundation, the U.S. Energy Association, the American Council for Capital Formation and the Armed Services YMCA of the USA.
Michael Bozic (66)
c/o Kramer Levin Naftalis & Frankel LLP Counsel to the Independent Directors
1177 Avenue of the Americas
New York, NY 10036
 Director
 Since
April 1994		 Private investor; Chairperson of the Valuation, Insurance and Compliance Committee (since October 2006); Director or Trustee of the Retail Funds (since April 1994) and the Institutional Funds (since July 2003); formerly Chairperson of the Insurance Committee (July 2006-September 2006); Vice Chairman of Kmart Corporation (December 1998-October 2000), Chairman and Chief Executive Officer of Levitz Furniture Corporation (November 1995-November 1998) and President and Chief Executive Officer of Hills Department Stores (May 1991-July 1995); variously Chairman, Chief Executive Officer, President and Chief Operating Officer (1987-1991) of the Sears Merchandise Group of Sears, Roebuck & Co. 173 Director of various business organizations.

33



Morgan Stanley Dividend Growth Securities Inc.

Director and Officer Information  (unaudited) continued


Name, Age and Address of
Independent Director		 Position(s) Held with Registrant Term of
Office and
Length of
Time
Served*		 Principal Occupation(s)
During Past 5 Years		 Number of Portfolios
in Fund Complex Overseen by Independent
Director**		 Other Directorships
Held by Independent Director
Kathleen A. Dennis (53)
c/o Kramer Levin Naftalis & Frankel LLP
Counsel to the Independent Directors
1177 Avenue of the Americas
New York, NY 10036		 Director Since
August 2006		 President, Cedarwood Associates (mutual fund consulting) (since July 2006); Chairperson of the Money Market and Alternatives Sub-Committee of the Investment Committee (since October 2006) and Director or Trustee of various Retail Funds and Institutional Funds (since August 2006); formerly, Senior Managing Director of Victory Capital Management (1993-2006). 171 None.
Dr. Manuel H. Johnson (58)
c/o Johnson Smick Group, Inc.
888 16th Street, N.W.
Suite 740
Washington, D.C. 20006		 Director
 Since
July 1991
 Senior Partner, Johnson Smick International, Inc., (consulting firm); Chairperson of the Investment Committee (since October 2006) and Director or Trustee of the Retail Funds (since July 1991) and the Institutional Funds (since July 2003); Co-Chairman and a founder of the Group of Seven Council (G7C), (international economic commission); formerly Chairperson of the Audit Committee (July 1991-September 2006); Vice Chairman of the Board of Governors of the Federal Reserve System and Assistant Secretary of the U.S. Treasury. 173 Director of NVR, Inc. (home construction); Director of Evergreen Energy.
Joseph J. Kearns (64)
c/o Kearns & Associates LLC
PMB754
23852 Pacific Coast Highway
Malibu, CA 90265
 Director
 Since
August 1994
 President, Kearns & Associates LLC (investment consulting); Chairperson of the Audit Committee (since October 2006) and Director or Trustee of the Retail Funds (since July 2003) and the Institutional Funds (since August 1994); formerly, Deputy Chairperson of the Audit Committee (July 2003- September 2006) and Chairperson of the Audit Committee of the Institutional Funds (October 2001-July 2003); formerly CFO of the J. Paul Getty Trust. 174 Director of Electro Rent Corporation (equipment leasing), The Ford Family Foundation, and the UCLA Foundation.

34



Morgan Stanley Dividend Growth Securities Inc.

Director and Officer Information  (unaudited) continued


Name, Age and Address of
Independent Director		 Position(s) Held with Registrant Term of
Office and
Length of
Time
Served*		 Principal Occupation(s)
During Past 5 Years		 Number of Portfolios
in Fund Complex Overseen by Independent
Director**		 Other Directorships
Held by Independent Director
Michael F. Klein (48)
c/o Kramer Levin Naftalis & Frankel LLP
Counsel to the Independent Directors
1177 Avenue of the Americas
New York, NY 10036		 Director Since
August 2006		 Managing Director, Aetos Capital, LLC (since March 2000) and Co-President, Aetos Alternatives Management, LLC (since January 2004); Chairperson of the Fixed-Income Sub-Committee of the Investment Committee (since October 2006) and Director or Trustee of various Retail Funds and Institutional Funds (since August 2006); formerly Managing Director, Morgan Stanley & Co. Inc. and Morgan Stanley Dean Witter Investment Management, President, Morgan Stanley Institutional Funds (June 1998-March 2000) and Principal, Morgan Stanley & Co. Inc. and Morgan Stanley Dean Witter Investment Management (August 1997-December 1999). 171 Director of certain investment funds managed or sponsored by Aetos Capital, LLC. Director of Sanitized AG and Sanitized Marketing AG (specialty chemicals).
Michael E. Nugent (70)
c/o Triumph Capital, L.P.
445 Park Avenue
New York, NY 10022
 Chairperson of the Board and Director
 Chairperson of the Boards since
July 2006
and Director since
July 1991		 General Partner of Triumph Capital, L.P. (private investment partnership); Chairperson of the Boards of the Retail Funds and Institutional Funds (since July 2006) and Director or Trustee
of the Retail Funds (since July 1991)
and the Institutional Funds (since
July 2001); formerly Chairperson of
the Insurance Committee (until July 2006), and Vice President, Bankers Trust Company and BT Capital Corporation (1984-1988).		 173 None.
W. Allen Reed (59)
c/o Kramer Levin Naftalis & Frankel LLP
Counsel to the Independent Directors
1177 Avenue of the Americas
New York, NY 10036		 Director Since
August 2006		 Chairperson of the Equity Sub-Commitee of the Investment Committee (since October 2006) and Director or Trustee of various Retail Funds and Institutional Funds (since August 2006). President and CEO of General Motors Asset Management; Formerly, Chairman and Chief Executive Officer of the GM Trust Bank and Corporate Vice President of General Motors Corporation (August 1994-December 2005). 171 Director of GMAC (financial services) and Temple-Inland Industries (packaging, banking and forest products); Director of Legg Mason Inc., and Director of the Auburn University Foundation.
Fergus Reid (74)
c/o Lumelite Plastics Corporation
85 Charles Colman Blvd.
Pawling, NY 12564
 Director
 Since
June 1992
 Chairman of Lumelite Plastics Corporation; Chairperson of the Governance Committee and Director or Trustee of the Retail Funds (since July 2003) and the Institutional Funds (since June 1992). 174 Trustee and Director of certain investment companies in the JPMorgan Funds complex managed by J.P. Morgan Investment Management Inc.

35



Morgan Stanley Dividend Growth Securities Inc.

Director and Officer Information  (unaudited) continued

Interested Director:


Name, Age and Address of
Interested Director		 Position(s) Held with Registrant Term of
Office and
Length of
Time
Served*		 Principal Occupation(s)
During Past 5 Years		 Number of Portfolios
in Fund Complex Overseen by Interested Director**		 Other Directorships
Held by Interested Director
James F. Higgins (59)
c/o Morgan Stanley Trust
Harborside Financial Center
Plaza Two
Jersey City, NJ 07311
 Director
 Since
June 2000
 Director or Trustee of the Retail Funds (since June 2000) and the Institutional Funds (since July 2003); Senior Advisor of Morgan Stanley (since August 2000). 173 Director of AXA Financial, Inc. and The Equitable Life Assurance Society of the United States (financial services).
    * This is the earliest date the Director began serving the funds advised by Morgan Stanley Investment Advisors Inc. (the ‘‘Investment Adviser’’) (the ‘‘Retail Funds’’) or the funds advised by Morgan Stanley Investment Management Inc. and Morgan Stanley AIP GP LP (the ‘‘Institutional Funds’’).
** The Fund Complex includes all open-end and closed-end funds (including all of their portfolios) advised by the Investment Adviser and any funds that have an investment adviser that is an affiliated person of the Investment Adviser (including, but not limited to, Morgan Stanley Investment Management Inc.) as of February 28, 2007.

36



Morgan Stanley Dividend Growth Securities Inc.

Director and Officer Information  (unaudited) continued

Executive Officers:


Name, Age and Address of
Executive Officer		 Position(s)
Held with
Registrant		     
Term of
Office and
Length of
Time
Served*		 Principal Occupation(s) During Past 5 Years
Ronald E. Robison (68)
1221 Avenue of the Americas
New York, NY 10020
 President and Principal Executive Officer
 President since September 2005 and Principal Executive Officer since May 2003 President (since September 2005) and Principal Executive Officer (since May 2003) of funds in the Fund Complex; President (since September 2005) and Principal Executive Officer (since May 2003) of the Van Kampen Funds; Managing Director, Director and/or Officer of the Investment Adviser and various entities affiliated with the Investment Adviser; Director of Morgan Stanley SICAV (since May 2004). Formerly, Executive Vice President (July 2003 to September 2005) of funds in the Fund Complex and the Van Kampen Funds; President and Director of the Institutional Funds (March 2001 to July 2003); Chief Administrative Officer of the Investment Adviser; Chief Administrative Officer of Morgan Stanley Services Company Inc.
J. David Germany (52)
Morgan Stanley Investment Management Limited
20 Bank Street
Canary Wharf, London
England E144AD		 Vice President Since February 2006 Managing Director and (since December 2005) Chief Investment Officer – Global Fixed Income of Morgan Stanley Investment Management; Managing Director and Director of Morgan Stanley Investment Management Limited; Vice President of the Retail and Institutional Funds (since February 2006).
Dennis F. Shea (53)
1221 Avenue of the Americas
New York, NY 10020		 Vice President Since February 2006 Managing Director and (since February 2006) Chief Investment Officer – Global Equity of Morgan Stanley Investment Management; Vice President of the Retail and Institutional Funds (since February 2006). Formerly, Managing Director and Director of Global Equity Research at Morgan Stanley.
Barry Fink (52)
1221 Avenue of the Americas
New York, NY 10020
 Vice President
 Since
February 1997
 Managing Director of Morgan Stanley Investment Management; Managing Director of the Investment Adviser and various entities affiliated with the Investment Adviser; Vice President of the Retail Funds and (since July 2003) the Institutional Funds. Formerly, Secretary, General Counsel and/or Director of the Investment Adviser and various entities affiliated with the Investment Adviser; Secretary and General Counsel of the Retail Funds.
Amy R. Doberman (44)
1221 Avenue of the Americas
New York, NY 10020		 Vice President Since July 2004 Managing Director and General Counsel, U.S. Investment Management of Morgan Stanley Investment Management (since July 2004); Vice President of the Retail Funds and the Institutional Funds (since July 2004); Vice President of the Van Kampen Funds (since August 2004); Secretary (since February 2006) and Managing Director (since July 2004) of the Investment Adviser and various entities affiliated with the Investment Adviser. Formerly, Managing Director and General Counsel – Americas, UBS Global Asset Management (July 2000 to July 2004).
Carsten Otto (43)
1221 Avenue of the Americas
New York, NY 10020		 Chief Compliance
Officer		 Since October
2004		 Managing Director and U.S. Director of Compliance for Morgan Stanley Investment Management (since October 2004); Managing Director and Chief Compliance Officer of Morgan Stanley Investment Management. Formerly, Assistant Secretary and Assistant General Counsel of the Retail Funds.
Stefanie V. Chang Yu (40)
1221 Avenue of the Americas
New York, NY 10020
 Vice President
 Since December 1997
 Executive Director of the Investment Adviser and various entities affiliated with the Investment Adviser; Vice President of the Retail Funds (since July 2002) and the Institutional Funds (since December 1997). Formerly, Secretary of various entities affiliated with the Investment Adviser.

37



Morgan Stanley Dividend Growth Securities Inc.

Director and Officer Information  (unaudited) continued


Name, Age and Address of
Executive Officer		 Position(s)
Held with
Registrant		     
Term of
Office and
Length of
Time
Served*		 Principal Occupation(s) During Past 5 Years
Francis J. Smith (41)
c/o Morgan Stanley Trust
Harborside Financial Center
Plaza Two
Jersey City, NJ 07311
 Treasurer and Chief Financial Officer
 Treasurer since July 2003 and Chief Financial Officer since September 2002 Executive Director of the Investment Adviser and various entities affiliated with the Investment Adviser; Treasurer and Chief Financial Officer of the Retail Funds (since July 2003). Formerly, Vice President of the Retail Funds (September 2002 to July 2003).
Mary E. Mullin (39)
1221 Avenue of the Americas
New York, NY 10020
 Secretary
 Since June 1999
 Executive Director of the Investment Adviser and various entities affiliated with the Investment Adviser; Secretary of the Retail Funds (since July 2003) and the Institutional Funds (since June 1999).
    * This is the earliest date the Officer began serving the Retail Funds or the Institutional Funds.

    

2007 Federal Tax Notice (unaudited)

During the fiscal year ended February 28, 2007, 91.21% of the ordinary dividends paid by the Fund qualified for the dividends received deduction available to corporations. Additionally, please note that 91.10% of the Fund’s ordinary dividends paid during the fiscal year ended February 28, 2007 qualified for the lower income tax rate available to individuals under the Jobs and Growth Tax Relief Reconciliation Act of 2003.

Also during the fiscal year ended February 28, 2007, the fund paid to its shareholders $14.40 per share from long-term capital gains.

38



(This page has been left blank intentionally.)



Directors

Frank L. Bowman
Michael Bozic
Kathleen A. Dennis
James F. Higgins
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Michael E. Nugent
W. Allen Reed
Fergus Reid

Officers

Michael E. Nugent
Chairperson of the Board

Ronald E. Robison
President and Principal Executive Officer

J. David Germany
Vice President

Dennis F. Shea
Vice President

Barry Fink
Vice President

Amy R. Doberman
Vice President

Carsten Otto
Chief Compliance Officer

Stefanie V. Chang Yu
Vice President

Francis J. Smith
Treasurer and Chief Financial Officer

Mary E. Mullin
Secretary

Transfer Agent

Morgan Stanley Trust
Harborside Financial Center, Plaza Two
Jersey City, New Jersey 07311

Independent Registered Public Accounting Firm

Deloitte & Touche LLP
Two World Financial Center
New York, New York 10281

Legal Counsel

Clifford Chance US LLP
31 West 52nd Street
New York, New York 10019

Counsel to the Independent Directors

Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, New York 10036

Investment Adviser

Morgan Stanley Investment Advisors Inc.
1221 Avenue of the Americas
New York, New York 10020

This report is submitted for the general information of the shareholders of the Fund. For more detailed information about the Fund, its fees and expenses and other pertinent information, please read its Prospectus. The Fund’s Statement of Additional Information contains additional information about the Fund, including its directors. It is available, without charge, by calling (800) 869-NEWS.

This report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by an effective Prospectus. Read the Prospectus carefully before investing.

Morgan Stanley Distributors Inc., member NASD.

© 2007 Morgan Stanley

    



DIVRPT IU07-00459P-Y02/07		 MORGAN STANLEY FUNDS


Morgan Stanley
Dividend Growth
Securities, Inc.





Annual Report
February 28, 2007










 





Item 2. Code of Ethics.

(a) The Fund has adopted a code of ethics (the "Code of Ethics") that applies to
its principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions,
regardless of whether these individuals are employed by the Fund or a third
party.

(b) No information need be disclosed pursuant to this paragraph.

(c) Not applicable.

(d) Not applicable.

(e) Not applicable.

(f)

     (1)  The Fund's Code of Ethics is attached hereto as Exhibit 12 A.

     (2)  Not applicable.

     (3)  Not applicable.

Item 3. Audit Committee Financial Expert.

The Fund's Board of Directors has determined that Joseph J. Kearns, an
"independent" Director, is an "audit committee financial expert" serving on its
audit committee. Under applicable securities laws, a person who is determined to
be an audit committee financial expert will not be deemed an "expert" for any
purpose, including without limitation for the purposes of Section 11 of the
Securities Act of 1933, as a result of being designated or identified as an
audit committee financial expert. The designation or identification of a person
as an audit committee financial expert does not impose on such person any
duties, obligations, or liabilities that are greater than the duties,
obligations, and liabilities imposed on such person as a member of the audit
committee and Board of Directors in the absence of such designation or
identification



                                       2


Item 4. Principal Accountant Fees and Services.

(a)(b)(c)(d) and (g). Based on fees billed for the periods shown:



           2007

                                                            REGISTRANT            COVERED ENTITIES(1)

              AUDIT FEES........................              $ 36,000              N/A

              NON-AUDIT FEES

                        AUDIT-RELATED FEES......              $    531 (2)        $ 6,297,000 (2)
                        TAX FEES...................           $  5,100 (3)        $   567,000 (4)
                        ALL OTHER FEES...........             $   -               $     -
              TOTAL NON-AUDIT FEES..........                  $  5,631            $ 6,864,000

              TOTAL..............................             $ 41,631            $ 6,864,000


           2006

                                                            REGISTRANT            COVERED ENTITIES(1)

              AUDIT FEES........................              $ 34,993              N/A

              NON-AUDIT FEES

                        AUDIT-RELATED FEES.....               $    540 (2)        $ 5,139,000 (2)
                        TAX FEES..................            $  5,320 (3)        $ 2,400,000 (4)
                        ALL OTHER FEES...........             $   -               $     -     (5)
              TOTAL NON-AUDIT FEES.........                   $  5,860            $ 7,539,000

              TOTAL..............................             $ 40,853            $ 7,539,000


              N/A- Not applicable, as not required by Item 4.

              (1)   Covered Entities include the Adviser (excluding
                    sub-advisors) and any entity controlling, controlled by or
                    under common control with the Adviser that provides ongoing
                    services to the Registrant.
              (2)   Audit-Related Fees represent assurance and related services
                    provided that are reasonably related to the performance of
                    the audit of the financial statements of the Covered
                    Entities' and funds advised by the Adviser or its
                    affiliates, specifically data verification and agreed-upon
                    procedures related to asset securitizations and agreed-upon
                    procedures engagements.
              (3)   Tax Fees represent tax compliance, tax planning and tax
                    advice services provided in connection with the preparation
                    and review of the Registrant's tax returns.
              (4)   Tax Fees represent tax compliance, tax planning and tax
                    advice services provided in connection with the review of
                    Covered Entities' tax returns.



                                       3


(e)(1) The audit committee's pre-approval policies and procedures are as
follows:

                                                                      APPENDIX A

                                 AUDIT COMMITTEE

                          AUDIT AND NON-AUDIT SERVICES

                       PRE-APPROVAL POLICY AND PROCEDURES

                                     OF THE

                  MORGAN STANLEY RETAIL AND INSTITUTIONAL FUNDS

                    AS ADOPTED AND AMENDED JULY 23, 2004,(1)

1. STATEMENT OF PRINCIPLES

The Audit Committee of the Board is required to review and, in its sole
discretion, pre-approve all Covered Services to be provided by the Independent
Auditors to the Fund and Covered Entities in order to assure that services
performed by the Independent Auditors do not impair the auditor's independence
from the Fund.

The SEC has issued rules specifying the types of services that an independent
auditor may not provide to its audit client, as well as the audit committee's
administration of the engagement of the independent auditor. The SEC's rules
establish two different approaches to pre-approving services, which the SEC
considers to be equally valid. Proposed services either: may be pre-approved
without consideration of specific case-by-case services by the Audit Committee
("general pre-approval"); or require the specific pre-approval of the Audit
Committee or its delegate ("specific pre-approval"). The Audit Committee
believes that the combination of these two approaches in this Policy will result
in an effective and efficient procedure to pre-approve services performed by the
Independent Auditors. As set forth in this Policy, unless a type of service has
received general pre-approval, it will require specific pre-approval by the
Audit Committee (or by any member of the Audit Committee to which pre-approval
authority has been delegated) if it is to be provided by the Independent
Auditors. Any proposed services exceeding pre-approved cost levels or budgeted
amounts will also require specific pre-approval by the Audit Committee.

The appendices to this Policy describe the Audit, Audit-related, Tax and All
Other services that have the general pre-approval of the Audit Committee. The
term of any general pre-approval is 12 months from the date of pre-approval,
unless the Audit Committee considers and provides a different period and states
otherwise. The Audit Committee will annually review and pre-approve the services
that may be provided by the Independent Auditors without obtaining specific
pre-approval from the Audit Committee. The Audit Committee will add to or
subtract from the list of general pre-approved services from time to time, based
on subsequent determinations.


- -------------------
(1)  This Audit Committee Audit and Non-Audit Services Pre-Approval Policy and
     Procedures (the "Policy"), adopted as of the date above, supersedes and
     replaces all prior versions that may have been adopted from time to time.


                                       4


The purpose of this Policy is to set forth the policy and procedures by which
the Audit Committee intends to fulfill its responsibilities. It does not
delegate the Audit Committee's responsibilities to pre-approve services
performed by the Independent Auditors to management.

The Fund's Independent Auditors have reviewed this Policy and believes that
implementation of the Policy will not adversely affect the Independent Auditors'
independence.

     2. DELEGATION

As provided in the Act and the SEC's rules, the Audit Committee may delegate
either type of pre-approval authority to one or more of its members. The member
to whom such authority is delegated must report, for informational purposes
only, any pre-approval decisions to the Audit Committee at its next scheduled
meeting.

     3. AUDIT SERVICES

The annual Audit services engagement terms and fees are subject to the specific
pre-approval of the Audit Committee. Audit services include the annual financial
statement audit and other procedures required to be performed by the Independent
Auditors to be able to form an opinion on the Fund's financial statements. These
other procedures include information systems and procedural reviews and testing
performed in order to understand and place reliance on the systems of internal
control, and consultations relating to the audit. The Audit Committee will
approve, if necessary, any changes in terms, conditions and fees resulting from
changes in audit scope, Fund structure or other items.

In addition to the annual Audit services engagement approved by the Audit
Committee, the Audit Committee may grant general pre-approval to other Audit
services, which are those services that only the Independent Auditors reasonably
can provide. Other Audit services may include statutory audits and services
associated with SEC registration statements (on Forms N-1A, N-2, N-3, N-4,
etc.), periodic reports and other documents filed with the SEC or other
documents issued in connection with securities offerings.

The Audit Committee has pre-approved the Audit services in Appendix B.1. All
other Audit services not listed in Appendix B.1 must be specifically
pre-approved by the Audit Committee (or by any member of the Audit Committee to
which pre-approval has been delegated).

     4. AUDIT-RELATED SERVICES

Audit-related services are assurance and related services that are reasonably
related to the performance of the audit or review of the Fund's financial
statements and, to the extent they are Covered Services, the Covered Entities or
that are traditionally performed by the Independent Auditors. Because the Audit
Committee believes that the provision of Audit-related services does not impair
the independence of the auditor and is consistent with the SEC's rules on
auditor independence, the Audit Committee may grant general pre-approval to
Audit-related services. Audit-related services include, among others, accounting
consultations related to accounting, financial reporting or disclosure matters


                                       5


not classified as "Audit services"; assistance with understanding and
implementing new accounting and financial reporting guidance from rulemaking
authorities; agreed-upon or expanded audit procedures related to accounting
and/or billing records required to respond to or comply with financial,
accounting or regulatory reporting matters; and assistance with internal control
reporting requirements under Forms N-SAR and/or N-CSR.

The Audit Committee has pre-approved the Audit-related services in Appendix B.2.
All other Audit-related services not listed in Appendix B.2 must be specifically
pre-approved by the Audit Committee (or by any member of the Audit Committee to
which pre-approval has been delegated).

     5. TAX SERVICES

The Audit Committee believes that the Independent Auditors can provide Tax
services to the Fund and, to the extent they are Covered Services, the Covered
Entities, such as tax compliance, tax planning and tax advice without impairing
the auditor's independence, and the SEC has stated that the Independent Auditors
may provide such services.

Pursuant to the preceding paragraph, the Audit Committee has pre-approved the
Tax Services in Appendix B.3. All Tax services in Appendix B.3 must be
specifically pre-approved by the Audit Committee (or by any member of the Audit
Committee to which pre-approval has been delegated).

     6. ALL OTHER SERVICES

The Audit Committee believes, based on the SEC's rules prohibiting the
Independent Auditors from providing specific non-audit services, that other
types of non-audit services are permitted. Accordingly, the Audit Committee
believes it may grant general pre-approval to those permissible non-audit
services classified as All Other services that it believes are routine and
recurring services, would not impair the independence of the auditor and are
consistent with the SEC's rules on auditor independence.

The Audit Committee has pre-approved the All Other services in Appendix B.4.
Permissible All Other services not listed in Appendix B.4 must be specifically
pre-approved by the Audit Committee (or by any member of the Audit Committee to
which pre-approval has been delegated).

     7. PRE-APPROVAL FEE LEVELS OR BUDGETED AMOUNTS

Pre-approval fee levels or budgeted amounts for all services to be provided by
the Independent Auditors will be established annually by the Audit Committee.
Any proposed services exceeding these levels or amounts will require specific
pre-approval by the Audit Committee. The Audit Committee is mindful of the
overall relationship of fees for audit and non-audit services in determining
whether to pre-approve any such services.

     8. PROCEDURES

All requests or applications for services to be provided by the Independent
Auditors that do not require specific approval by the Audit Committee will be
submitted to the Fund's Chief Financial Officer and must include a detailed
description of the services to be


                                       6


rendered. The Fund's Chief Financial Officer will determine whether such
services are included within the list of services that have received the general
pre-approval of the Audit Committee. The Audit Committee will be informed on a
timely basis of any such services rendered by the Independent Auditors. Requests
or applications to provide services that require specific approval by the Audit
Committee will be submitted to the Audit Committee by both the Independent
Auditors and the Fund's Chief Financial Officer, and must include a joint
statement as to whether, in their view, the request or application is consistent
with the SEC's rules on auditor independence.

The Audit Committee has designated the Fund's Chief Financial Officer to monitor
the performance of all services provided by the Independent Auditors and to
determine whether such services are in compliance with this Policy. The Fund's
Chief Financial Officer will report to the Audit Committee on a periodic basis
on the results of its monitoring. Both the Fund's Chief Financial Officer and
management will immediately report to the chairman of the Audit Committee any
breach of this Policy that comes to the attention of the Fund's Chief Financial
Officer or any member of management.

     9. ADDITIONAL REQUIREMENTS

The Audit Committee has determined to take additional measures on an annual
basis to meet its responsibility to oversee the work of the Independent Auditors
and to assure the auditor's independence from the Fund, such as reviewing a
formal written statement from the Independent Auditors delineating all
relationships between the Independent Auditors and the Fund, consistent with
Independence Standards Board No. 1, and discussing with the Independent Auditors
its methods and procedures for ensuring independence.

     10. COVERED ENTITIES

Covered Entities include the Fund's investment adviser(s) and any entity
controlling, controlled by or under common control with the Fund's investment
adviser(s) that provides ongoing services to the Fund(s). Beginning with
non-audit service contracts entered into on or after May 6, 2003, the Fund's
audit committee must pre-approve non-audit services provided not only to the
Fund but also to the Covered Entities if the engagements relate directly to the
operations and financial reporting of the Fund. This list of Covered Entities
would include:

         Morgan Stanley Retail Funds
         ---------------------------
         Morgan Stanley Investment Advisors Inc.
         Morgan Stanley & Co. Incorporated
         Morgan Stanley DW Inc.
         Morgan Stanley Investment Management Inc.
         Morgan Stanley Investment Management Limited
         Morgan Stanley Investment Management Private Limited
         Morgan Stanley Asset & Investment Trust Management Co., Limited
         Morgan Stanley Investment Management Company
         Van Kampen Asset Management
         Morgan Stanley Services Company, Inc.
         Morgan Stanley Distributors Inc.
         Morgan Stanley Trust FSB


                                       7


         Morgan Stanley Institutional Funds
         ----------------------------------
         Morgan Stanley Investment Management Inc.
         Morgan Stanley Investment Advisors Inc.
         Morgan Stanley Investment Management Limited
         Morgan Stanley Investment Management Private Limited
         Morgan Stanley Asset & Investment Trust Management Co., Limited
         Morgan Stanley Investment Management Company
         Morgan Stanley & Co. Incorporated
         Morgan Stanley Distribution, Inc.
         Morgan Stanley AIP GP LP
         Morgan Stanley Alternative Investment Partners LP

(e)(2) Beginning with non-audit service contracts entered into on or after May
6, 2003, the audit committee also is required to pre-approve services to Covered
Entities to the extent that the services are determined to have a direct impact
on the operations or financial reporting of the Registrant. 100% of such
services were pre-approved by the audit committee pursuant to the Audit
Committee's pre-approval policies and procedures (attached hereto).

(f) Not applicable.

(g) See table above.

(h) The audit committee of the Board of Directors has considered whether the
provision of services other than audit services performed by the auditors to the
Registrant and Covered Entities is compatible with maintaining the auditors'
independence in performing audit services.

Item 5. Audit Committee of Listed Registrants.

(a) The Fund has a separately-designated standing audit committee established in
accordance with Section 3(a)(58)(A) of the Exchange Act whose members are: Frank
Bowman, Joseph Kearns, Michael Nugent and Allen Reed.

(b) Not applicable.

Item 6. Schedule of Investments

Refer to Item 1.



                                       8


Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End
Management Investment Companies.

Applicable only to reports filed by closed-end funds.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Applicable only to reports filed by closed-end funds.

Item 9. Closed-End Fund Repurchases

Applicable only to reports filed by closed-end funds.

Item 10. Submission of Matters to a Vote of Security Holders

Not applicable.

Item 11. 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-CSR
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 registrant's internal control over financial
reporting that

occurred during the second fiscal quarter of the period covered by this report
that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting.

Item 12. Exhibits

(a) The Code of Ethics for Principal Executive and Senior Financial Officers is
attached hereto.

(b) A separate certification for each principal executive officer and principal
financial officer of the registrant are attached hereto as part of EX-99.CERT.



                                       9




                                   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 Dividend Growth Securities Inc.

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

April 19, 2007

     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
April 19, 2007

/s/ Francis Smith
Francis Smith
Principal Financial Officer
April 19, 2007











                                       10


                                                                    EXHIBIT 12 A

           CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL
           -----------------------------------------------------------
                                    OFFICERS
                                    --------
            ADOPTED SEPTEMBER 28, 2004, AS AMENDED SEPTEMBER 20, 2005
            ---------------------------------------------------------

I.   This Code of Ethics (the "Code") for the investment companies within the
     Morgan Stanley complex identified in Exhibit A (collectively, "Funds" and
     each, a "Fund") applies to each Fund's Principal Executive Officer,
     President, Principal Financial Officer and Treasurer (or persons performing
     similar functions) ("Covered Officers" each of whom are set forth in
     Exhibit B) for the purpose of promoting:

     o    honest and ethical conduct, including the ethical handling of actual
          or apparent conflicts of interest between personal and professional
          relationships.

     o    full, fair, accurate, timely and understandable disclosure in reports
          and documents that a company files with, or submits to, the Securities
          and Exchange Commission ("SEC") and in other public communications
          made by the Fund;

     o    compliance with applicable laws and governmental rules and
          regulations;

     o    prompt internal reporting of violations of the Code to an appropriate
          person or persons identified in the Code; and

     o    accountability for adherence to the Code.

          Each Covered Officer should adhere to a high standard of business
ethics and should be sensitive to situations that may give rise to actual as
well as apparent conflicts of interest. Any question about the application of
the Code should be referred to the General Counsel or his/her designee (who is
set forth in Exhibit C).

II.  COVERED OFFICERS SHOULD HANDLE ETHICALLY ACTUAL AND APPARENT CONFLICTS OF
     INTEREST

     OVERVIEW. A "conflict of interest" occurs when a Covered Officer's private
interest interferes, or appears to interfere, with the interests of, or his
service to, the Fund. For example, a conflict of interest would arise if a
Covered Officer, or a member of his family, receives improper personal benefits
as a result of his position with the Fund.

     Certain conflicts of interest arise out of the relationships between
Covered Officers and the Fund and already are subject to conflict of interest
provisions in the


                                       11


Investment Company Act of 1940 ("Investment Company Act") and the Investment
Advisers Act of 1940 ("Investment Advisers Act"). For example, Covered Officers
may not individually engage in certain transactions (such as the purchase or
sale of securities or other property) with the Fund because of their status as
"affiliated persons" (as defined in the Investment Company Act) of the Fund. The
Fund's and its investment adviser's compliance programs and procedures are
designed to prevent, or identify and correct, violations of these provisions.
This Code does not, and is not intended to, repeat or replace these programs and
procedures, and such conflicts fall outside the parameters of this Code, unless
or until the General Counsel determines that any violation of such programs and
procedures is also a violation of this Code.

     Although typically not presenting an opportunity for improper personal
benefit, conflicts may arise from, or as a result of, the contractual
relationship between the Fund and its investment adviser of which the Covered
Officers are also officers or employees. As a result, this Code recognizes that
the Covered Officers will, in the normal course of their duties (whether
formally for the Fund or for the investment adviser, or for both), be involved
in establishing policies and implementing decisions that will have different
effects on the Fund and its investment adviser. The participation of the Covered
Officers in such activities is inherent in the contractual relationship between
the Fund and the investment adviser and is consistent with the performance by
the Covered Officers of their duties as officers of the Fund. Thus, if performed
in conformity with the provisions of the Investment Company Act and the
Investment Advisers Act, such activities will be deemed to have been handled
ethically. In addition, it is recognized by the Funds' Boards of
Directors/Trustees ("Boards") that the Covered Officers may also be officers or
employees of one or more other investment companies covered by this or other
codes.

     Other conflicts of interest are covered by the Code, even if such conflicts
of interest are not subject to provisions in the Investment Company Act and the
Investment Advisers Act. The following list provides examples of conflicts of
interest under the Code, but Covered Officers should keep in mind that these
examples are not exhaustive. The overarching principle is that the personal
interest of a Covered Officer should not be placed improperly before the
interest of the Fund.

     Each Covered Officer must not:

     o    use his personal influence or personal relationships improperly to
          influence investment decisions or financial reporting by the Fund
          whereby the Covered Officer would benefit personally (directly or
          indirectly);

     o    cause the Fund to take action, or fail to take action, for the
          individual personal benefit of the Covered Officer rather than the
          benefit of the Fund; or

     o    use material non-public knowledge of portfolio transactions made or
          contemplated for, or actions proposed to be taken by, the Fund to
          trade personally or cause others to trade personally in contemplation
          of the market effect of such transactions.

                                       12


     Each Covered Officer must, at the time of signing this Code, report to the
General Counsel all affiliations or significant business relationships outside
the Morgan Stanley complex and must update the report annually.

     Conflict of interest situations should always be approved by the General
Counsel and communicated to the relevant Fund or Fund's Board. Any activity or
relationship that would present such a conflict for a Covered Officer would
likely also present a conflict for the Covered Officer if an immediate member of
the Covered Officer's family living in the same household engages in such an
activity or has such a relationship. Examples of these include:

     o    service or significant business relationships as a director on the
          board of any public or private company;

     o    accepting directly or indirectly, anything of value, including gifts
          and gratuities in excess of $100 per year from any person or entity
          with which the Fund has current or prospective business dealings, not
          including occasional meals or tickets for theatre or sporting events
          or other similar entertainment; provided it is business-related,
          reasonable in cost, appropriate as to time and place, and not so
          frequent as to raise any question of impropriety;

     o    any ownership interest in, or any consulting or employment
          relationship with, any of the Fund's service providers, other than its
          investment adviser, principal underwriter, or any affiliated person
          thereof; and

     o    a direct or indirect financial interest in commissions, transaction
          charges or spreads paid by the Fund for effecting portfolio
          transactions or for selling or redeeming shares other than an interest
          arising from the Covered Officer's employment, such as compensation or
          equity ownership.

III. DISCLOSURE AND COMPLIANCE

     o    Each Covered Officer should familiarize himself/herself with the
          disclosure and compliance requirements generally applicable to the
          Funds;

     o    each Covered Officer must not knowingly misrepresent, or cause others
          to misrepresent, facts about the Fund to others, whether within or
          outside the Fund, including to the Fund's Directors/Trustees and
          auditors, or to governmental regulators and self-regulatory
          organizations;

     o    each Covered Officer should, to the extent appropriate within his area
          of responsibility, consult with other officers and employees of the
          Funds and their investment advisers with the goal of promoting full,
          fair, accurate, timely and understandable disclosure in the reports
          and documents the Funds file with, or submit to, the SEC and in other
          public communications made by the Funds; and

                                       13


     o    it is the responsibility of each Covered Officer to promote compliance
          with the standards and restrictions imposed by applicable laws, rules
          and regulations.

IV.  REPORTING AND ACCOUNTABILITY

     Each Covered Officer must:

     o    upon adoption of the Code (thereafter as applicable, upon becoming a
          Covered Officer), affirm in writing to the Boards that he has
          received, read and understands the Code;

     o    annually thereafter affirm to the Boards that he has complied with the
          requirements of the Code;

     o    not retaliate against any other Covered Officer, other officer or any
          employee of the Funds or their affiliated persons for reports of
          potential violations that are made in good faith; and

     o    notify the General Counsel promptly if he/she knows or suspects of any
          violation of this Code. Failure to do so is itself a violation of this
          Code.

     The General Counsel is responsible for applying this Code to specific
situations in which questions are presented under it and has the authority to
interpret this Code in any particular situation. However, any waivers(2) sought
by a Covered Officer must be considered by the Board of the relevant Fund or
Funds.

     The Funds will follow these procedures in investigating and enforcing
this Code:

     o    the General Counsel will take all appropriate action to investigate
          any potential violations reported to him;

     o    if, after such investigation, the General Counsel believes that no
          violation has occurred, the General Counsel is not required to take
          any further action;

     o    any matter that the General Counsel believes is a violation will be
          reported to the relevant Fund's Audit Committee;

     o    if the directors/trustees/managing general partners who are not
          "interested persons" as defined by the Investment Company Act (the
          "Independent Directors/Trustees/Managing General Partners") of the
          relevant Fund concur that a violation has occurred, they will consider
          appropriate action, which may include review of, and appropriate
          modifications to, applicable

- -------------------
(2)  Item 2 of Form N-CSR defines "waiver" as "the approval by the registrant of
     a material departure from a provision of the code of ethics."


                                       14


          policies and procedures; notification to appropriate personnel of the
          investment adviser or its board; or a recommendation to dismiss the
          Covered Officer or other appropriate disciplinary actions;

     o    the Independent Directors/Trustees/Managing General Partners of the
          relevant Fund will be responsible for granting waivers of this Code,
          as appropriate; and

     o    any changes to or waivers of this Code will, to the extent required,
          be disclosed as provided by SEC rules.

V.   OTHER POLICIES AND PROCEDURES

     This Code shall be the sole code of ethics adopted by the Funds for
purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules and
forms applicable to registered investment companies thereunder. Insofar as other
policies or procedures of the Funds, the Funds' investment advisers, principal
underwriters, or other service providers govern or purport to govern the
behavior or activities of the Covered Officers who are subject to this Code,
they are superseded by this Code to the extent that they overlap or conflict
with the provisions of this Code unless any provision of this Code conflicts
with any applicable federal or state law, in which case the requirements of such
law will govern. The Funds' and their investment advisers' and principal
underwriters' codes of ethics under Rule 17j-1 under the Investment Company Act
and Morgan Stanley's Code of Ethics are separate requirements applying to the
Covered Officers and others, and are not part of this Code.

VI.  AMENDMENTS

     Any amendments to this Code, other than amendments to Exhibits A, B or C,
must be approved or ratified by a majority vote of the Board of each Fund,
including a majority of Independent Directors/Trustees/Managing General
Partners.

VII. CONFIDENTIALITY

     All reports and records prepared or maintained pursuant to this Code will
be considered confidential and shall be maintained and protected accordingly.
Except as otherwise required by law or this Code, such matters shall not be
disclosed to anyone other than the Independent Directors/Trustees/Managing
General Partners of the relevant Fund or Funds and their counsel, the relevant
Fund or Funds and their counsel and the relevant investment adviser and its
counsel.







                                       15






VIII. INTERNAL USE

     The Code is intended solely for the internal use by the Funds and does not
constitute an admission, by or on behalf of any Fund, as to any fact,
circumstance, or legal conclusion

I have read and understand the terms of the above Code. I recognize the
responsibilities and obligations incurred by me as a result of my being subject
to the Code. I hereby agree to abide by the above Code.

- -------------------------------------

Date:
      -------------------------------






























                                       16




                                    EXHIBIT A
                                    ---------

                                    FUND LIST

                                       AT

                                JANUARY 31, 2007

RETAIL FUNDS
- ------------

OPEN-END RETAIL FUNDS

     TAXABLE MONEY MARKET FUNDS

1.   Active Assets Government Securities Trust ("AA Government")
2.   Active Assets Institutional Government Securities Trust ("AA Institutional
     Government")
3.   Active Assets Institutional Money Trust ("AA Institutional Money")
4.   Active Assets Money Trust ("AA Money")
5.   Morgan Stanley Liquid Asset Fund Inc. ("Liquid Asset")
6.   Morgan Stanley U.S. Government Money Market Trust ("Government Money")

     TAX-EXEMPT MONEY MARKET FUNDS
     -----------------------------

7.   Active Assets California Tax-Free Trust ("AA California")
8.   Active Assets Tax-Free Trust ("AA Tax-Free")
9.   Morgan Stanley California Tax-Free Daily Income Trust ("California Tax-Free
     Daily")
10.  Morgan Stanley New York Municipal Money Market Trust ("New York Money")
11.  Morgan Stanley Tax-Free Daily Income Trust ("Tax-Free Daily")

     EQUITY FUNDS
     ------------

12.  Morgan Stanley Allocator Fund ("Allocator Fund")+
13.  Morgan Stanley Capital Opportunities Trust ("Capital Opportunities")+
14.  Morgan Stanley Developing Growth Securities Trust ("Developing Growth")+
15.  Morgan Stanley Dividend Growth Securities Inc. ("Dividend Growth")+
16.  Morgan Stanley Equally-Weighted S&P 500 Fund ("Equally-Weighted S&P 500")+
17.  Morgan Stanley European Equity Fund Inc. ("European Equity")+
18.  Morgan Stanley Financial Services Trust ("Financial Services")+
19.  Morgan Stanley Focus Growth Fund ("Focus Growth")+
20.  Morgan Stanley Fundamental Value Fund ("Fundamental Value")+
21.  Morgan Stanley Global Advantage Fund ("Global Advantage")+
22.  Morgan Stanley Global Dividend Growth Securities ("Global Dividend
     Growth")+
23.  Morgan Stanley Health Sciences Trust ("Health Sciences")+
24.  Morgan Stanley Institutional Strategies Fund ("Institutional Strategies")+


                                       17


25.  Morgan Stanley International Fund ("International Fund")+
26.  Morgan Stanley International SmallCap Fund ("International SmallCap")+
27.  Morgan Stanley International Value Equity Fund ("International Value")+
28.  Morgan Stanley Japan Fund ("Japan Fund")+
29.  Morgan Stanley Mid-Cap Value Fund (Mid-Cap Value")+
30.  Morgan Stanley Multi-Asset Class Fund ("Multi-Asset Class")+
31.  Morgan Stanley Nasdaq-100 Index Fund ("Nasdaq-100")+
32.  Morgan Stanley Natural Resource Development Securities Inc. ("Natural
     Resource")+
33.  Morgan Stanley Pacific Growth Fund Inc. ("Pacific Growth")+
34.  Morgan Stanley Real Estate Fund ("Real Estate")+
35.  Morgan Stanley Small-Mid Special Value Fund (Small-Mid Special Value")+
36.  Morgan Stanley S&P 500 Index Fund ("S&P500 Index")+
37.  Morgan Stanley Special Growth Fund ("Special Growth")+
38.  Morgan Stanley Special Value Fund ("Special Value")+
39.  Morgan Stanley Technology Fund ("Technology")+
40.  Morgan Stanley Total Market Index Fund ("Total Market Index")+
41.  Morgan Stanley Utilities Fund ("Utilities Fund")+
42.  Morgan Stanley Value Fund ("Value Fund")+

     BALANCED FUNDS
     --------------

43.  Morgan Stanley Balanced Fund ("Balanced")+

     ASSET ALLOCATION FUND
     ---------------------

44.  Morgan Stanley Strategist Fund ("Strategist Fund")+

     TAXABLE FIXED-INCOME FUNDS
     --------------------------

45.  Morgan Stanley Convertible Securities Trust ("Convertible Securities")+
46.  Morgan Stanley Flexible Income Trust ("Flexible Income")+
47.  Morgan Stanley Income Trust ("Income Trust")+
48.  Morgan Stanley High Yield Securities Inc. ("High Yield Securities")+
49.  Morgan Stanley Limited Duration Fund ("Limited Duration Fund")
50.  Morgan Stanley Limited Duration U.S. Government Trust ("Limited Duration
     U.S. Government")
51.  Morgan Stanley Mortgage Securities Trust ("Mortgage Securities")+
52.  Morgan Stanley U.S. Government Securities Trust ("Government Securities")+

     TAX-EXEMPT FIXED-INCOME FUNDS
     -----------------------------

53.  Morgan Stanley California Tax-Free Income Fund ("California Tax-Free")+
54.  Morgan Stanley Limited Term Municipal Trust ("Limited Term Municipal")
55.  Morgan Stanley New York Tax-Free Income Fund ("New York Tax-Free")+
56.  Morgan Stanley Tax-Exempt Securities Trust ("Tax-Exempt Securities")+

                                       18


     SPECIAL PURPOSE FUNDS
     ---------------------

57.  Morgan Stanley Select Dimensions Investment Series ("Select Dimensions")
          o    Balanced Growth Portfolio
          o    Capital Opportunities Portfolio
          o    Developing Growth Portfolio
          o    Dividend Growth Portfolio
          o    Equally-Weighted S&P 500 Portfolio
          o    Flexible Income Portfolio
          o    Focus Growth Portfolio
          o    Global Equity Portfolio
          o    Growth Portfolio
          o    Money Market Portfolio
          o    Utilities Portfolio

58.  Morgan Stanley Variable Investment Series ("Variable Investment")
          o    Aggressive Equity Portfolio
          o    Dividend Growth Portfolio
          o    Equity Portfolio
          o    European Equity Portfolio
          o    Global Advantage Portfolio
          o    Global Dividend Growth Portfolio
          o    High Yield Portfolio
          o    Income Builder Portfolio
          o    Limited Duration Portfolio
          o    Money Market Portfolio
          o    Income Plus Portfolio
          o    S&P 500 Index Portfolio
          o    Strategist Portfolio
          o    Utilities Portfolio

CLOSED-END RETAIL FUNDS

     TAXABLE FIXED-INCOME CLOSED-END FUNDS
     -------------------------------------

59.  Morgan Stanley Government Income Trust ("Government Income")
60.  Morgan Stanley Income Securities Inc. ("Income Securities")
61.  Morgan Stanley Prime Income Trust ("Prime Income")

     TAX-EXEMPT FIXED-INCOME CLOSED-END FUNDS
     ----------------------------------------

62.  Morgan Stanley California Insured Municipal Income Trust ("California
     Insured Municipal")

                                       19


63.  Morgan Stanley California Quality Municipal Securities ("California Quality
     Municipal")
64.  Morgan Stanley Insured California Municipal Securities ("Insured California
     Securities")
65.  Morgan Stanley Insured Municipal Bond Trust ("Insured Municipal Bond")
66.  Morgan Stanley Insured Municipal Income Trust ("Insured Municipal Income")
67.  Morgan Stanley Insured Municipal Securities ("Insured Municipal
     Securities")
68.  Morgan Stanley Insured Municipal Trust ("Insured Municipal Trust")
69.  Morgan Stanley Municipal Income Opportunities Trust ("Municipal
     Opportunities")
70.  Morgan Stanley Municipal Income Opportunities Trust II ("Municipal
     Opportunities II")
71.  Morgan Stanley Municipal Income Opportunities Trust III ("Municipal
     Opportunities III")
72.  Morgan Stanley Municipal Premium Income Trust ("Municipal Premium")
73.  Morgan Stanley New York Quality Municipal Securities ("New York Quality
     Municipal")
74.  Morgan Stanley Quality Municipal Income Trust ("Quality Municipal Income")
75.  Morgan Stanley Quality Municipal Investment Trust ("Quality Municipal
     Investment")
76.  Morgan Stanley Quality Municipal Securities ("Quality Municipal
     Securities")

+- Denotes Retail Multi-Class Fund

                               INSTITUTIONAL FUNDS
                               -------------------

OPEN-END INSTITUTIONAL FUNDS

1.   Morgan Stanley Institutional Fund, Inc. ("Institutional Fund Inc.")

     Active Portfolios:
          o    Active International Allocation Portfolio
          o    Emerging Markets Portfolio
          o    Emerging Markets Debt Portfolio
          o    Focus Equity Portfolio
          o    Global Franchise Portfolio
          o    Global Real Estate Portfolio
          o    Global Value Equity Portfolio
          o    International Equity Portfolio
          o    International Growth Equity Portfolio
          o    International Magnum Portfolio
          o    International Real Estate Portfolio
          o    International Small Cap Portfolio
          o    Large Cap Relative Value Portfolio
          o    Money Market Portfolio
          o    Municipal Money Market Portfolio


                                       20


          o    Small Company Growth Portfolio
          o    Systematic Active large Cap Core Portfolio
          o    Systematic Active Small Cap Core Portfolio
          o    Systematic Active Small Cap Growth Portfolio
          o    Systematic Active Small Cap Value Portfolio
          o    U.S. Large Cap Growth Portfolio
          o    U.S. Real Estate Portfolio

     Inactive Portfolios*:
          o    China Growth Portfolio
          o    Gold Portfolio
          o    Large Cap Relative Value Portfolio
          o    MicroCap Portfolio
          o    Mortgage-Backed Securities Portfolio
          o    Municipal Bond Portfolio
          o    U.S. Equity Plus Portfolio

2.   Morgan Stanley Institutional Fund Trust ("Institutional Fund Trust")

     Active Portfolios:
          o    Advisory Portfolio
          o    Advisory Foreign Fixed Income II Portfolio
          o    Advisory Foreign Fixed Income Portfolio
          o    Balanced Portfolio
          o    Core Fixed Income Portfolio
          o    Core Plus Fixed Income Portfolio
          o    Equity Portfolio
          o    Equity Plus Portfolio
          o    High Yield Portfolio
          o    Intermediate Duration Portfolio
          o    International Fixed Income Portfolio
          o    Investment Grade Fixed Income Portfolio
          o    Limited Duration Portfolio
          o    Long Duration Fixed Income Portfolio
          o    Mid-Cap Growth Portfolio
          o    Municipal Portfolio
          o    U.S. Mid-Cap Value Portfolio
          o    U.S. Small-Cap Value Portfolio
          o    Value Portfolio

- --------------------
* Have not commenced or have ceased operations


                                       21


     Inactive Portfolios*:
          o    Balanced Plus Portfolio
          o    Growth Portfolio
          o    Investment Grade Credit Advisory Portfolio
          o    Mortgage Advisory Portfolio
          o    New York Municipal Portfolio
          o    Targeted Duration Portfolio
          o    Value II Portfolio

3.   The Universal Institutional Funds, Inc. ("Universal Funds")

     Active Portfolios:
          o    Core Plus Fixed Income Portfolio
          o    Emerging Markets Debt Portfolio
          o    Emerging Markets Equity Portfolio
          o    Equity and Income Portfolio
          o    Equity Growth Portfolio
          o    Global Franchise Portfolio
          o    Global Real Estate Portfolio
          o    Global Value Equity Portfolio
          o    High Yield Portfolio
          o    International Growth Equity Portfolio
          o    International Magnum Portfolio
          o    Mid-Cap Growth Portfolio
          o    Small Company Growth Portfolio
          o    U.S. Mid-Cap Value Portfolio
          o    U.S. Real Estate Portfolio
          o    Value Portfolio

     Inactive Portfolios*:
          o    Balanced Portfolio
          o    Capital Preservation Portfolio
          o    Core Equity Portfolio
          o    International Fixed Income Portfolio
          o    Investment Grade Fixed Income Portfolio
          o    Latin American Portfolio
          o    Multi-Asset Class Portfolio
          o    Targeted Duration Portfolio

- ----------------
* Have not commenced or have ceased operations


                                       22


4.   Morgan Stanley Institutional Liquidity Funds ("Liquidity Funds")

     Active Portfolios:
          o    Government Portfolio
          o    Money Market Portfolio
          o    Prime Portfolio
          o    Tax-Exempt Portfolio
          o    Treasury Portfolio

          Inactive Portfolios*:
          o    Government Securities Portfolio
          o    Treasury Securities Portfolio

CLOSED-END INSTITUTIONAL FUNDS

5.   Morgan Stanley Asia-Pacific Fund, Inc. ("Asia-Pacific Fund")
6.   Morgan Stanley Eastern Europe Fund, Inc. ("Eastern Europe")
7.   Morgan Stanley Emerging Markets Debt Fund, Inc. ("Emerging Markets Debt")
8.   Morgan Stanley Emerging Markets Fund, Inc. ("Emerging Markets Fund")
9.   Morgan Stanley Global Opportunity Bond Fund, Inc. ("Global Opportunity")
10.  Morgan Stanley High Yield Fund, Inc. ("High Yield Fund")
11.  The Latin American Discovery Fund, Inc. ("Latin American Discovery")
12   The Malaysia Fund, Inc. ("Malaysia Fund")
13.  The Thai Fund, Inc. ("Thai Fund")
14.  The Turkish Investment Fund, Inc. ("Turkish Investment")
15.  India Investment Fund ("India Investment")

CLOSED-END FUND OF HEDGE FUNDS

16.  Morgan Stanley Institutional Fund of Hedge Funds ("Fund of Hedge Funds")


                                 IN REGISTRATION

MORGAN STANLEY RETAIL FUNDS

1.   Morgan Stanley American Franchise Fund

FUNDS OF HEDGE FUNDS

1.   Morgan Stanley Absolute Return Fund
2.   Morgan Stanley Institutional Fund of Hedge Funds II

- ---------------------
* Have not commenced or have ceased operations


                                       23











                                    EXHIBIT B
                                    ---------

                               INSTITUTIONAL FUNDS
                                COVERED OFFICERS
                                ----------------

          Ronald E. Robison -President and Principal Executive Officer

            James W. Garrett - Chief Financial Officer and Treasurer

                                  RETAIL FUNDS
                                COVERED OFFICERS
                                ----------------

          Ronald E. Robison -President and Principal Executive Officer

              Francis Smith - Chief Financial Officer and Treasurer

                   MORGAN STANLEY INDIA INVESTMENT FUND, INC.
                                COVERED OFFICERS
                                ----------------

          Ronald E. Robison - President and Principal Executive Officer

            James W. Garrett - Chief Financial Officer and Treasurer















                                       24











                                    EXHIBIT C
                                    ---------

                                 GENERAL COUNSEL
                                 ---------------

                                 Amy R. Doberman












































                                       25


                                                                   EXHIBIT 12 B1

                  CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

                                 CERTIFICATIONS
                                 --------------

I, Ronald E. Robison, certify that:




1.   I have reviewed this report on Form N-CSR of Morgan Stanley Dividend Growth
     Securities Inc.;

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 financial statements and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations, changes in net
     assets, and cash flows (if the financial statements are required to include
     a statement of cash flows) of the registrant as of, and for, the periods
     presented in this report;

4.   The registrant's other certifying officers 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) and internal
     control over financial reporting (as defined in Rule 30a-3(d) 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)   designed such internal control over financial reporting, or caused
          such internal control over financial reporting to be designed under
          our supervision, to provide reasonable assurance regarding the
          reliability of financial reporting and the preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

     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 second
          fiscal quarter of the period covered by this report 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):

                                       26


     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
          controls over financial reporting.

Date: April 19, 2007

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







































                                       27





                                                                   EXHIBIT 12 B2

                  CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

                                 CERTIFICATIONS
                                 --------------

I, Francis Smith, certify that:

1.   I have reviewed this report on Form N-CSR of Morgan Stanley Dividend Growth
     Securities Inc.;

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 financial statements and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations, changes in net
     assets, and cash flows (if the financial statements are required to include
     a statement of cash flows) of the registrant as of, and for, the periods
     presented in this report;

4.   The registrant's other certifying officers 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) and internal
     control over financial reporting (as defined in Rule 30a-3(d) 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)   designed such internal control over financial reporting, or caused
          such internal control over financial reporting to be designed under
          our supervision, to provide reasonable assurance regarding the
          reliability of financial reporting and the preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

     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 second
          fiscal quarter of the period covered by this report 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):



                                       28


     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
          controls over financial reporting.

Date: April 19, 2007

                                                /s/ Francis Smith
                                                Francis Smith
                                                Principal Financial  Officer

































                                       29



                            SECTION 906 CERTIFICATION

                Certification Pursuant to 18 U.S.C. Section 1350,

                             As Adopted Pursuant to

                  Section 906 of the Sarbanes-Oxley Act of 2002

Morgan Stanley Dividend Growth Securities Inc.

     In connection with the Report on Form N-CSR (the "Report") of the
above-named issuer for the period ended February 28, 2007 that is accompanied by
this certification, the undersigned hereby certifies that:

1.   The Report fully complies with the requirements of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

2.   The information contained in the Report fairly presents, in all material
     respects, the financial condition and results of operations of the Issuer.

Date: April 19, 2007

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

A signed original of this written statement required by Section 906 has been
provided to Morgan Stanley Dividend Growth Securities Inc. and will be retained
by Morgan Stanley Dividend Growth Securities Inc. and furnished to the
Securities and Exchange Commission or its staff upon request.













                                       30






                            SECTION 906 CERTIFICATION

                Certification Pursuant to 18 U.S.C. Section 1350,

                             As Adopted Pursuant to

                  Section 906 of the Sarbanes-Oxley Act of 2002

Morgan Stanley Dividend Growth Securities Inc.

     In connection with the Report on Form N-CSR (the "Report") of the
above-named issuer for the period ended February 28, 2007 that is accompanied by
this certification, the undersigned hereby certifies that:

1.   The Report fully complies with the requirements of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

2.   The information contained in the Report fairly presents, in all material
     respects, the financial condition and results of operations of the Issuer.



Date: April 19, 2007

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

A signed original of this written statement required by Section 906 has been
provided to Morgan Stanley Dividend Growth Securities Inc. and will be retained
by Morgan Stanley Dividend Growth Securities Inc. and furnished to the
Securities and Exchange Commission or its staff upon request.













                                       31
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