Morgan Stanley – ‘424B3’ on 7/26/05

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 1: 424B3       Prospectus                                            30    135K 

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PROSPECTUS Dated November 10, 2004                  Pricing Supplement No. 63 to
PROSPECTUS SUPPLEMENT                      Registration Statement No. 333-117752
Dated November 10, 2004                                      Dated July 21, 2005
                                                                  Rule 424(b)(3)
$4,800,000
 [MORGAN STANLEY LOGO]
GLOBAL MEDIUM-TERM NOTES, SERIES F
 Senior Fixed Rate Notes
 ---------------
 PLUS due January 25, 2007
Mandatorily Exchangeable for an Amount Payable in U.S. Dollars
  Based on the Value of the S&P 500(R) Index
   Performance Leveraged Upside Securities(SM)
("PLUS(SM)")

Unlike ordinary debt securities, the PLUS do not pay interest and do not        
guarantee any return of principal at maturity. Instead, at maturity you will    
receive for each $10 principal amount of PLUS that you hold an amount in cash   
based upon the closing value of the S&P 500(R) Index at maturity.               

o    The principal amount and issue price of each PLUS is $10.                  

o    We will not pay interest on the PLUS.                                      

o    At maturity, if the final index value is greater than the initial index    
     value, you will receive for each $10 principal amount of PLUS that you hold
     a payment equal to $10 plus the leveraged upside payment, which is equal to
    $10 multiplied by 200% of the percent increase in the value of the S&P 500
   Index, subject to a maximum payment at maturity of $11.50, or 115% of the
    issue price. If the final index value is less than or equal to the initial
  index value, you will receive for each $10 principal amount of PLUS that
you hold a payment at maturity equal to $10 multiplied by the index   
performance factor, which will be less than or equal to 1.0.          

   0    The percent increase in the value of the S&P 500 Index will be equal
         to (i) the final index value minus the initial index value divided by
(ii) the initial index value.                               

0    The index performance factor will be equal to (i) the final index
value divided by (ii) the initial index value.              

    0    The initial index value is 1,227.04, the closing value of the S&P 500
          Index on July 21, 2005, the day we priced the PLUS for initial sale to
the public.                                                 

0    The final index value will equal the closing value of the S&P 500
         Index on the second scheduled trading day prior to the maturity date,
which we refer to as the index valuation date.              

o    Investing in the PLUS is not equivalent to investing in the S&P 500 Index  
or its component stocks.                                              

o    The PLUS will not be listed on any securities exchange.                    

o    The CUSIP number for the PLUS is 61746Y189.                                

You should read the more detailed description of the PLUS in this pricing       
supplement. In particular, you should review and understand the descriptions in 
"Summary of Pricing Supplement" and "Description of PLUS."                      

The PLUS are riskier than ordinary debt securities. See "Risk Factors" beginning
on PS-7.                                                                        

------------------
PRICE $10 PER PLUS
------------------

                                         Price to       Agent's      Proceeds to
                                        Public     Commissions(1)    Company
                                        ----------   --------------  -----------
Per PLUS..............................    $10.00          $.15           $9.85  
Total.................................  $4,800,000       $72,000      $4,728,000

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

(1) For additional  information see "Supplemental  Information  Concerning Plan 
of Distribution" in this pricing supplement.                              

MORGAN STANLEY

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  For a description of certain restrictions on offers, sales and deliveries of
the PLUS and on the distribution of this pricing supplement and the accompanying
prospectus supplement and prospectus relating to the PLUS, see the section of   
this pricing supplement called "Description of PLUS--Supplemental Information   
Concerning Plan of Distribution."                                               

   No action has been or will be taken by us, the Agent or any dealer that would
permit a public offering of the PLUS or possession or distribution of this      
pricing supplement or the accompanying prospectus supplement or prospectus in   
any jurisdiction, other than the United States, where action for that purpose is
required. Neither this pricing supplement nor the accompanying prospectus       
supplement and prospectus may be used for the purpose of an offer or            
solicitation by anyone in any jurisdiction in which such offer or solicitation  
is not authorized or to any person to whom it is unlawful to make such an offer 
or solicitation.                                                                

   The PLUS may not be offered or sold to the public in Brazil. Accordingly, the
offering of the PLUS has not been submitted to the Comissao de Valores          
Mobiliarios for approval. Documents relating to this offering, as well as the   
information contained herein and therein, may not be supplied to the public as a
public offering in Brazil or be used in connection with any offer for           
subscription or sale to the public in Brazil.                                   

The PLUS have not been registered with the Superintendencia de Valores y  
Seguros in Chile and may not be offered or sold publicly in Chile. No offer,    
sales or deliveries of the PLUS, or distribution of this pricing supplement or  
the accompanying prospectus supplement or prospectus, may be made in or from    
Chile except in circumstances which will result in compliance with any          
applicable Chilean laws and regulations.                                        

 The PLUS may not be offered or sold in Hong Kong, by means of any document,
other than to persons whose ordinary business it is to buy or sell shares or    
debentures, whether as principal or agent, or in circumstances which do not     
constitute an offer to the public within the meaning of the Companies Ordinance 
(Cap. 32) of Hong Kong. The Agent has not issued and will not issue any         
advertisement, invitation or document relating to the PLUS, whether in Hong Kong
or elsewhere, which is directed at, or the contents of which are likely to be   
accessed or read by, the public in Hong Kong (except if permitted to do so under
the securities laws of Hong Kong) other than with respect to PLUS which are     
intended to be disposed of only to persons outside Hong Kong or only to         
"professional investors" within the meaning of the Securities and Futures       
Ordinance (Cap. 571) of Hong Kong and any rules made thereunder.                

The PLUS have not been registered with the National Registry of Securities
maintained by the Mexican National Banking and Securities Commission and may not
be offered or sold publicly in Mexico. This pricing supplement and the          
accompanying prospectus supplement and prospectus may not be publicly           
distributed in Mexico.                                                          

This pricing supplement and the accompanying prospectus supplement and    
prospectus have not been registered as a prospectus with the Monetary Authority 
of Singapore. Accordingly, this pricing supplement and the accompanying         
prospectus supplement and prospectus used in connection with the offer or sale, 
or invitation for subscription or purchase, of the PLUS may not be circulated or
distributed, nor may the PLUS be offered or sold, or be made the subject of an  
invitation for subscription or purchase, whether directly or indirectly, to     
persons in Singapore other than under circumstances in which such offer, sale or
invitation does not constitute an offer or sale, or invitation for subscription 
or purchase, of the PLUS to the public in Singapore.                            

PS-2

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 SUMMARY OF PRICING SUPPLEMENT

The following summary describes the PLUS(SM) we are offering to you in
general terms only. You should read the summary together with the more detailed 
information that is contained in the rest of this pricing supplement and in the 
accompanying prospectus and prospectus supplement. You should carefully         
consider, among other things, the matters set forth in "Risk Factors."          

 The PLUS offered are medium-term debt securities of Morgan Stanley. The
return on the PLUS at maturity is based on the value of the S&P 500 Index.      

  "Standard &Poor's(R)," "S&P(R)", "S&P 500(R)" and "S&P 500(R) Index" are
trademarks of Standard & Poor's Corporation and have been licensed for use by   
Morgan Stanley. "Performance Leveraged Upside Securities" and "PLUS" are our    
service marks.                                                                  

Each PLUS costs $10      We, Morgan Stanley, are offering Performance Leveraged 
                       Upside SecuritiesSM due January 25, 2007, Mandatorily
                    Exchangeable for an Amount Payable in U.S. Dollars
                      Based on the Value of the S&P 500(R) Index, which we
                      refer to as the PLUS. The principal amount and issue
price of each PLUS is $10.    

                   The original issue price of the PLUS includes the
                       agent's commissions paid with respect to the PLUS and
                         the cost of hedging our obligations under the PLUS. The
                        cost of hedging includes the projected profit that our
                        subsidiaries may realize in consideration for assuming
            the risks inherent in managing the hedging
                         transactions. The fact that the original issue price of
                       the PLUS includes these commissions and hedging costs
                      is expected to adversely affect the secondary market
                         prices of the PLUS. See "Risk Factors--The inclusion of
                      commissions and projected profit from hedging in the
                    original issue price is likely to adversely affect
                        secondary market prices" and "Description of PLUS--Use
of Proceeds and Hedging."     

No guaranteed return     Unlike ordinary debt securities, the PLUS do not pay   
of principal; no         interest and do not guarantee any return of principal  
interest                 at maturity. If the final index value is less than the 
                      initial index value, we will pay to you an amount in
                        cash per PLUS that is less than the $10 issue price of
                         each PLUS by an amount proportionate to the decrease in
                         the value of the S&P 500 Index. The initial index value
                        is 1,227.04, the closing value of the S&P 500 Index on
                    the day we priced the PLUS for initial sale to the
                         public. The final index value will be the closing value
                      of the S&P 500 Index on the second scheduled trading
                      day prior to the maturity date, which we refer to as
                        the index valuation date. If a market disruption event
                     occurs on the scheduled index valuation date or the
                   scheduled index valuation date is not otherwise a
                        trading day, the maturity date will be postponed until
                      the second scheduled trading day following the index
valuation date as postponed.  

Payment at maturity      At maturity, you will receive for each $10 principal   
based on the S&P         amount of PLUS that you hold an amount in cash based   
500 Index                upon the value of the S&P 500 Index, determined as     
follows:                      

                 o  If the final index value is greater than the
                          initial index value, you will receive for each $10
                        principal amount of PLUS that you hold a payment
at maturity equal to:   

             $10 + leveraged upside payment,

PS-3    

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             subject to a maximum payment at maturity of
     $11.50, or 115% of the issue price,

where,                        

                                                                [Download Table]
                                                                    
  leveraged upside  payment = ($10  x 200% x index percent increase)

and                                                                 

  index percent          final index value - initial index value    
    increase        =   ----------------------------------------    
                                    initial index value             

                        o    If the final index value is less than or equal to
                              the initial index value, you will receive for each
                        $10 principal amount of PLUS that you hold a
         payment at maturity equal to:

              $10 x index performance factor

where,              

                                                             final index value
                                 index performance factor =  -------------------
                                                             initial index value

                             Because the index performance factor will be less
                           than or equal to 1.0, this payment will be less
 than or equal to $10.

                        On PS-6, we have provided a graph titled "Hypothetical
                         Payouts on the PLUS at Maturity," which illustrates the
                     performance of the PLUS at maturity over a range of
                         hypothetical percentage changes in the index. The graph
               does not show every situation that may occur.

                     You can review the historical values of the S&P 500
                        Index in the section of this pricing supplement called
                    "Description of PLUS--Historical Information." The
                      payment of dividends on the stocks that underlie the
                        S&P 500 Index is not reflected in the level of the S&P
                500 Index and, therefore, has no effect on the
         calculation of the payment at maturity.

                         Investing in the PLUS is not equivalent to investing in
            the S&P 500 Index or its component stocks.

Your return on the PLUS  The return investors realize on the PLUS is limited by 
is limited by the        the maximum payment at maturity. The maximum payment at
maximum payment at       maturity of each PLUS is $11.50, or 115% of the issue  
maturity                 price. Although the leverage factor provides 200%      
                        exposure to any increase in value of the S&P 500 Index
                      at maturity, because the payment at maturity will be
                     limited to 115% of the issue price of the PLUS, the
                        percentage exposure provided by the leverage factor is
                        progressively reduced as the final index value exceeds
                      107.5% of the initial index value. See "Hypothetical
           Payouts on the PLUS at Maturity" on PS-6.

MS & Co. will be the     We have appointed our affiliate, Morgan Stanley & Co.  
Calculation Agent        Incorporated or its successors, which we refer to as MS
                       & Co., to act as calculation agent for JPMorgan Chase
                         Bank, N.A. (formerly known as JPMorgan Chase Bank), the
                        trustee for our senior notes. As calculation agent, MS
                         & Co. will determine the initial index value, the final
                   index value, the percentage change in the S&P 500
                     Index, the payment to you at maturity and whether a
       market disruption event has occurred.

PS-4

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Where you can find more  The PLUS are senior notes issued as part of our Series 
information on the PLUS  F medium-term note program. You can find a general     
                         description of our Series F medium-term note program in
                       the accompanying prospectus supplement dated November
                       10, 2004. We describe the basic features of this type
                      of note in the sections of the prospectus supplement
                     called "Description of Notes--Fixed Rate Notes" and
"--Exchangeable Notes."       

                       Because this is a summary, it does not contain all of
                     the information that may be important to you. For a
                    detailed description of the terms of the PLUS, you
                       should read the "Description of PLUS" section in this
                        pricing supplement. You should also read about some of
                        the risks involved in investing in PLUS in the section
                         called "Risk Factors." The tax treatment of investments
                         in index-linked notes such as these differ from that of
                  investments in ordinary debt securities. See the
                        section of this pricing supplement called "Description
                     of PLUS--United States Federal Income Taxation." We
                       urge you to consult with your investment, legal, tax,
                  accounting and other advisors with regard to any
            proposed or actual investment in the PLUS.

How to reach us          You may contact your local Morgan Stanley branch office
                      or our principal executive offices at 1585 Broadway,
                  New York, New York 10036 (telephone number (212)
761-4000).                    

PS-5

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HYPOTHETICAL PAYOUTS ON THE PLUS AT MATURITY

   For each PLUS, the following graph illustrates the payment at maturity on the
PLUS for a range of hypothetical percentage changes in the index. The PLUS Zone 
illustrates the leveraging effect of the leverage factor taking into account the
maximum payment at maturity. The graph is based on the following terms:         

o    Issue Price per PLUS: $10.00                                     

o    Initial Index Value:  1,227.04                                   

o    Leverage Factor:      200%                                       

o    Maximum Payment at Maturity: $11.50 (115% of the Issue Price)    

Where the final index value is greater than the initial index value, the  
payment at maturity on the PLUS reflected in the graph below is greater than the
$10 principal amount per PLUS, but in all cases is subject to the maximum       
payment at maturity. Where the final index value is less than or equal to the   
initial index value, the payment at maturity on the PLUS reflected in the graph 
below is less than the $10 principal amount per PLUS.                           

You will realize the maximum payment at maturity at a final index value of
approximately 107.5% of the initial index value, or approximately 1,319.07. In  
addition, you will not share in the performance of the index at final index     
values above 115% of the initial index value, or approximately 1,411.10.        

[GRAPHIC OMITTED] 

PS-6

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RISK FACTORS

   The PLUS are not secured debt, are riskier than ordinary debt securities and,
unlike ordinary debt securities, the PLUS do not pay interest or guarantee any  
return of principal at maturity. The return investors realize on the PLUS is    
limited by the maximum payment at maturity. This section describes the most     
significant risks relating to the PLUS. You should carefully consider whether   
the PLUS are suited to your particular circumstances before you decide to       
purchase them.                                                                  

PLUS do not pay          The terms of the PLUS differ from those of ordinary    
interest or guarantee    debt securities in that we will not pay you interest on
return of principal      the PLUS or guarantee to pay you the principal amount  
                        of the PLUS at maturity. Instead, at maturity you will
                        receive for each $10 principal amount of PLUS that you
                   hold an amount in cash based upon the final index
                     value. If the final index value is greater than the
                         initial index value, you will receive an amount in cash
                         equal to $10 plus the leveraged upside payment, subject
                        to a maximum payment at maturity of $11.50, or 115% of
                        the issue price. If the final index value is less than
                      the initial index value, you will lose money on your
                        investment; you will receive an amount in cash that is
                         less than the $10 issue price of each PLUS by an amount
                       proportionate to the decrease in the value of the S&P
                     500 Index. See "Hypothetical Payouts on the PLUS at
Maturity" on PS-6.            

Your appreciation        The appreciation potential of the PLUS is limited by   
potential is limited     the maximum payment at maturity of $11.50, or 115% of  
                         the issue price. As a result, you will not share in any
                     appreciation of the S&P 500 Index above 115% of the
                         value of the S&P 500 Index on July 21, 2005, the day we
                 priced the PLUS for initial sale to the public.
                        Although the leverage factor provides 200% exposure to
                   any increase in the value of the S&P 500 Index at
                   maturity, because the payment at maturity will be
                       limited to 115% of the issue price for each PLUS, the
                        percentage exposure provided by the leverage factor is
                        progressively reduced as the final index value exceeds
                      107.5% of the initial index value. See "Hypothetical
           Payouts on the PLUS at Maturity" on PS-6.

The PLUS will not be     The PLUS will not be listed on any exchange. There may 
listed                   be little or no secondary market for the PLUS. Even if 
                        there is a secondary market, it may not provide enough
                  liquidity to allow you to trade or sell the PLUS
                       easily. MS & Co. currently intends to act as a market
                  maker for the PLUS but is not required to do so.
                        Because we do not expect that other market makers will
                       participate significantly in the secondary market for
                       the PLUS, the price at which you may be able to trade
                        your PLUS is likely to depend on the price, if any, at
                       which MS & Co. is willing to transact. If at any time
                        MS & Co. were to cease acting as a market maker, it is
                   likely that there would be little or no secondary
market for the PLUS.          

Market price of the      Several factors, many of which are beyond our control, 
PLUS may be influenced   will influence the value of the PLUS in the secondary  
by manyunpredictable     market and the price at which MS & Co. may be willing  
factors                  to purchase or sell the PLUS in the secondary market,  
including:                    

                o   the value of the S&P 500 Index at any time

                        o   the volatility (frequency and magnitude of changes
        in value) of the S&P 500 Index

            o   interest and yield rates in the market

                        o   the dividend rate on the stocks underlying the S&P
500 Index             

                      o   geopolitical conditions and economic, financial,
           political, regulatory or judicial

PS-7

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                          events that affect the securities underlying the
                            S&P 500 Index or stock markets generally and which
          may affect the final index value

              o   the time remaining until the PLUS mature

o   our creditworthiness      

                       Some or all of these factors will influence the price
                 you will receive if you sell your PLUS prior to
                       maturity. For example, you may have to sell your PLUS
                        at a substantial discount from the principal amount if
                      at the time of sale the S&P 500 Index is at or below
                     the initial index value or if market interest rates
rise.                         

                      You cannot predict the future performance of the S&P
                    500 Index based on its historical performance. The
                     value of the S&P 500 Index may decrease so that you
                      will receive at maturity a payment that is less than
               the principal amount of the PLUS by an amount
                       proportionate to the decrease in the value of the S&P
                        500 Index. In addition, there can be no assurance that
                      the value of the S&P 500 Index will increase so that
                         you will receive at maturity an amount in excess of the
                    principal amount of the PLUS. Nor can there be any
                        assurance that the value of the S&P 500 Index will not
                     increase beyond 115% of the initial index value, in
                         which case you will only receive the maximum payment at
                       maturity. You will no longer share in the performance
                        of the S&P 500 Index at index values above 115% of the
initial index value.          

The inclusion of         Assuming no change in market conditions or any other   
commissions and          relevant factors, the price, if any, at which MS & Co. 
projected profit from    is willing to purchase PLUS in secondary market        
hedging in the original  transactions will likely be lower than the original    
issue price is likely    issue price, since the original issue price included,  
to adversely affect      and secondary market prices are likely to exclude,     
secondary market prices  commissions paid with respect to the PLUS, as well as  
                      the projected profit included in the cost of hedging
                       our obligations under the PLUS. In addition, any such
                     prices may differ from values determined by pricing
                models used by MS & Co., as a result of dealer
                 discounts, mark-ups or other transaction costs.

Adjustments to the S&P   Standard & Poor's Corporation, or S&P(R), is           
500 Index could          responsible for calculating and maintaining the S&P 500
adversely affect         Index. S&P can add, delete or substitute the stocks    
the value of the PLUS    underlying the S&P 500 Index or make other             
                       methodological changes that could change the value of
                         the S&P 500 Index. Any of these actions could adversely
affect the value of the PLUS. 

               S&P may discontinue or suspend calculation or
                        publication of the S&P 500 Index at any time. In these
                         circumstances, MS & Co., as the calculation agent, will
                    have the sole discretion to substitute a successor
                      index that is comparable to the discontinued S&P 500
                         Index. MS & Co. could have an economic interest that is
                      different than that of investors in the PLUS insofar
                 as, for example, MS & Co. is not precluded from
                       considering indices that are calculated and published
                   by MS & Co. or any of its affiliates. If MS & Co.
                   determines that there is no appropriate successor
                      index, at maturity the payout on the PLUS will be an
                       amount based on the closing prices at maturity of the
                         stocks underlying the S&P 500 Index at the time of such
                      discontinuance, without rebalancing or substitution,
                      computed by the calculation agent in accordance with
                       the formula for calculating the S&P 500 Index last in
                      effect prior to discontinuance of the S&P 500 Index.

PS-8

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The economic interests   The economic interests of the calculation agent and    
of the calculation       other affiliates of ours are potentially adverse to    
agent and other          your interests as an investor in the PLUS.             
affiliates of ours are                                                          
potentially adverse to   As calculation agent, MS & Co. will determine the      
your interests           initial index value and the final index value, and     
                        calculate the amount of cash, if any, you will receive
                      at maturity. Determinations made by MS & Co., in its
                       capacity as calculation agent, including with respect
               to the occurrence or non-occurrence of market
                    disruption events and the selection of a successor
                        index or calculation of any index closing value in the
                     event of a discontinuance of the S&P 500 Index, may
                        affect the payout to you at maturity. See the sections
                   of this pricing supplement called "Description of
                         PLUS--Market Disruption Event" and "--Discontinuance of
            the S&P 500 Index; Alteration of Method of
Calculation."                 

                   The original issue price of the PLUS includes the
                      agent's commissions and certain costs of hedging our
                      obligations under the PLUS. The subsidiaries through
                         which we hedge our obligations under the PLUS expect to
                      make a profit. Since hedging our obligations entails
                        risk and may be influenced by market forces beyond our
                       or our subsidiaries' control, such hedging may result
                 in a profit that is more or less than initially
projected.                    

Investing in the PLUS    Investing in the PLUS is not equivalent to investing in
is not equivalent to     the S&P 500 Index or its component stocks. As an       
investing in the S&P     investor in the PLUS, you will not have voting rights  
500 Index                or rights to receive dividends or other distributions  
                     or any other rights with respect to the stocks that
underlie the S&P 500 Index.   

Hedging and trading      MS & Co. and other affiliates of ours have carried out,
activity by the          and will continue to carry out, hedging activities     
calculation agent and    related to the PLUS (and possibly to other instruments 
its affiliates could     linked to the S&P 500 Index or its component stocks),  
potentially adversely    including trading in the stocks underlying the S&P 500 
affect the value of the  Index as well as in other instruments related to the   
PLUS                     S&P 500 Index. MS & Co. and some of our other          
                       subsidiaries also trade the stocks underlying the S&P
                      500 Index and other financial instruments related to
                         the S&P 500 Index and the stocks underlying the S&P 500
                   Index on a regular basis as part of their general
                  broker-dealer and other businesses. Any of these
                      hedging or trading activities as of the date of this
                         pricing supplement could potentially have increased the
                        initial index value and, therefore, the value at which
                     the S&P 500 Index must close on the index valuation
                    date before you receive a payment at maturity that
                         exceeds the principal amount of the PLUS. Additionally,
                       such hedging or trading activities during the term of
                        the PLUS could potentially affect the value of the S&P
                         500 Index on the index valuation date and, accordingly,
                  the amount of cash you will receive at maturity.

Because the              You should also consider the U.S. federal income tax   
characterization of the  consequences of investing in the PLUS. There is no     
PLUS for U.S. federal    direct legal authority as to the proper tax treatment  
income tax purposes is   of the PLUS, and consequently our special tax counsel  
uncertain, the material  is unable to render an opinion as to their proper      
U.S. federal income tax  characterization for U.S. federal income tax purposes. 
consequences of an       Significant aspects of the tax treatment of the PLUS   
investment in the PLUS   are uncertain. Pursuant to the terms of the PLUS, you  
are uncertain            have agreed with us to treat a PLUS as a single        
                         financial contract, as described in the section of this
                        pricing supplement called "Description of PLUS--United
                  States Federal Income Taxation--General." If the
                         Internal Revenue Service (the "IRS") were successful in
                         asserting an alternative characterization for the PLUS,
                         the timing and character of income or loss with respect
                     to the PLUS may differ. We do not plan to request a
                        ruling from the IRS regarding the tax treatment of the
                         PLUS, and the IRS or a court may not agree with the tax
                        treatment described in this pricing supplement. Please
                       read carefully the section of this pricing supplement
                    called "Description of PLUS--United States Federal
Income Taxation."             

PS-9

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                      If you are a non-U.S. investor, please also read the
                        section of this pricing supplement called "Description
       of PLUS--United States Federal Income
Taxation--Non-U.S. Holders."  

                         You are urged to consult your own tax advisor regarding
                         all aspects of the U.S. federal income tax consequences
             of investing in the PLUS as well as any tax
                         consequences arising under the laws of any state, local
 or foreign taxing jurisdiction.

PS-10 

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 DESCRIPTION OF PLUS

Terms not defined herein have the meanings given to such terms in the     
accompanying prospectus supplement. The term "PLUS" refers to each $10 principal
amount of our PLUS due January 25, 2007, Mandatorily Exchangeable for an Amount 
Payable in U.S. Dollars Based on the Value of the S&P 500(R) Index. In this     
pricing supplement, the terms "we," "us" and "our" refer to Morgan Stanley.     

Aggregate Principal Amount..  $4,800,000                                        

Original Issue Date                                                             
(Settlement Date)...........  July 26, 2005                                     

Maturity Date...............  January  25,  2007,  subject  to  extension  in   
                          accordance with the following paragraph in the
                     event of a Market Disruption Event on the
           scheduled Index Valuation Date.

                  If due to a Market Disruption Event or
                  otherwise, the Index Valuation Date is
                    postponed so that it falls less than two
                         scheduled Trading Days prior to the scheduled
                        Maturity Date, the Maturity Date will be the
                      second scheduled Trading Day following the
                  Index Valuation Date as postponed. See
           "--Index Valuation Date" below.

Issue Price.................  $10 per PLUS                                      

Denominations...............  $10 and integral multiples thereof                

CUSIP Number................  61746Y189                                         

Interest Rate...............  None                                              

Specified Currency..........  U.S. dollars                                      

Payment at Maturity...........At maturity, upon delivery of the PLUS to the     
                        Trustee, we will pay with respect to the $10
                           principal amount of each PLUS an amount in cash
                            equal to (i) if the Final Index Value is greater
                           than the Initial Index Value, the lesser of (a)
                             $10 plus the Leveraged Upside Payment and (b) the
                            Maximum Payment at Maturity or (ii) if the Final
                            Index Value is less than or equal to the Initial
                        Index Value, $10 times the Index Performance
                        Factor. See "--Discontinuance of the S&P 500
                              Index; Alteration of Method of Calculation" below.

                              We shall, or shall cause the Calculation Agent to,
                            (i) provide written notice to the Trustee and to
                              The Depository Trust Company, which we refer to as
                           DTC, of the amount of cash to be delivered with
                             respect to the $10 principal amount of each PLUS,
                        on or prior to 10:30 a.m. on the Trading Day
                            preceding the Maturity Date (but if such Trading
                            Day is not a Business Day, prior to the close of
                      business on the Business Day preceding the
                          Maturity Date), and (ii) deliver the aggregate
                           cash amount due with respect to the PLUS to the
                         Trustee for delivery to DTC, as holder of the
                             PLUS, on the Maturity Date. We expect such amount
                           of cash will be distributed to investors on the
                         Maturity Date in accordance with the standard
                          rules and procedures of DTC and its direct and
                            indirect participants. See "--Book Entry Note or
                              Certificated Note" below, and see "The Depositary"
                      in the accompanying prospectus supplement.

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Maximum Payment at                                                              
Maturity..................  $11.50.                                         

Leveraged Upside Payment....  The product of (i) $10 and (ii) 200% and (iii) the
   Index Percent Increase.

Index Percent Increase......  A fraction, the numerator of which is the Final   
                             Index Value minus the Initial Index Value and the
                            denominator of which is the Initial Index Value.

Index Performance Factor....  A fraction, the numerator of which is the Final   
                           Index Value and the denominator of which is the
Initial Index Value.

Initial Index Value.........  1,227.04,  which is the Index  Closing Value on   
                           July 21,  2005,  the day we priced the PLUS for
       initial sale to the public.

Index Closing Value.........  The Index Closing Value on any Trading Day will   
                           equal the closing value of the S&P 500 Index or
                 any Successor Index (as defined under
                              "--Discontinuance of the S&P 500 Index; Alteration
                             of Method of Calculation" below) published at the
                            regular weekday close of trading on that Trading
                            Day. In certain circumstances, the Index Closing
                            Value will be based on the alternate calculation
                of the S&P 500 Index described under
                              "--Discontinuance of the S&P 500 Index; Alteration
      of Method of Calculation."

Final Index Value...........  The Index Closing Value of the S&P 500 Index on   
     the Index Valuation Date.

Index Valuation Date........  The Index Valuation Date will be the second       
                             scheduled Trading Day prior to the Maturity Date,
                              subject to adjustment for Market Disruption Events
                    as described in the following paragraph.

                        If there is a Market Disruption Event on the
                    scheduled Index Valuation Date or if the
                 scheduled Index Valuation Date is not
                        otherwise a Trading Day, the Index Valuation
                   Date will be the immediately succeeding
                         Trading Day during which no Market Disruption
      Event shall have occurred.

Trading Day.................  A day, as determined by the Calculation Agent, on 
                           which trading is generally conducted on the New
                            York Stock Exchange, Inc. ("NYSE"), the American
                            Stock Exchange LLC ("AMEX"), the Nasdaq National
                           Market, the Chicago Mercantile Exchange and the
                        Chicago Board of Options Exchange and in the
                            over-the-counter market for equity securities in
the United States.  

Book Entry Note or                                                              
Certificated Note...........  Book Entry. The PLUS will be issued in the form of
                          one or more fully registered global securities
                              which will be deposited with, or on behalf of, DTC
                              and will be registered in the name of a nominee of
                          DTC. DTC's nominee will be the only registered
                           holder of the PLUS. Your beneficial interest in
                           the PLUS will be evidenced solely by entries on
                              the books of the securities intermediary acting on
                              your behalf as a direct or indirect participant in
                              DTC. In this pricing supplement, all references to
                            payments or notices to you will mean payments or
                           notices to DTC, as the registered holder of the
                     PLUS, for distribution to participants in
                      accordance with DTC's procedures. For more
         information regarding DTC and

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                             book entry notes, please read "The Depositary" in
                            the accompanying prospectus supplement and "Form
                        of Securities--Global Securities--Registered
                              Global Securities" in the accompanying prospectus.

Senior Note or Subordinated                                                     
Note......................  Senior                                          

Trustee.....................  JPMorgan Chase Bank, N.A. (formerly known as      
        JPMorgan Chase Bank)

Agent.......................  Morgan Stanley & Co. Incorporated and its         
   successors ("MS & Co.")

Calculation Agent...........  MS & Co.                                          

                            All determinations made by the Calculation Agent
                             will be at the sole discretion of the Calculation
                             Agent and will, in the absence of manifest error,
                              be conclusive for all purposes and binding on you,
the Trustee and us. 

                           All calculations with respect to the Payment at
                            Maturity, if any, will be rounded to the nearest
                            one hundred-thousandth, with five one-millionths
                             rounded upward (e.g., .876545 would be rounded to
                  .87655); all dollar amounts related to
                           determination of the amount of cash payable per
               PLUS will be rounded to the nearest
                             ten-thousandth, with five one hundred-thousandths
                            rounded upward (e.g., .76545 would be rounded up
                         to .7655); and all dollar amounts paid on the
                           aggregate number of PLUS will be rounded to the
                            nearest cent, with one-half cent rounded upward.

                            Because the Calculation Agent is our subsidiary,
                           the economic interests of the Calculation Agent
                     and its affiliates may be adverse to your
                           interests as an investor in the PLUS, including
                      with respect to certain determinations and
                             judgments that the Calculation Agent must make in
                          determining the Initial Index Value, the Final
                            Index Value or whether a Market Disruption Event
                              has occurred. See "--Discontinuance of the S&P 500
                           Index; Alteration of Method of Calculation" and
                          "--Market Disruption Event" below. MS & Co. is
                              obligated to carry out its duties and functions as
                         Calculation Agent in good faith and using its
reasonable judgment.

Market Disruption Event.....  Market Disruption Event means, with respect to the
S&P 500 Index:      

                        (i) the occurrence or existence of a
                                 suspension, absence or material limitation of
                                  trading of stocks then constituting 20 percent
                                 or more of the level of the S&P 500 Index (or
                                  the Successor Index) on the Relevant Exchanges
                                  for such securities for more than two hours of
                              trading or during the one-half hour period
                                preceding the close of the principal trading
                           session on such Relevant Exchange; or a
                               breakdown or failure in the price and trade
                                 reporting systems of any Relevant Exchange as
                                 a result of which the reported trading prices
                              for stocks then constituting 20 percent or
                                  more of the level of the S&P 500 Index (or the
           Successor Index) during

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                                 the last one-half hour preceding the close of
                                  the principal trading session on such Relevant
                              Exchange are materially inaccurate; or the
                                 suspension, material limitation or absence of
                               trading on any major U.S. securities market
                                  for trading in futures or options contracts or
                                exchange traded funds related to the S&P 500
                                Index (or the Successor Index) for more than
                               two hours of trading or during the one-half
                          hour period preceding the close of the
                                principal trading session on such market, in
                              each case as determined by the Calculation
                     Agent in its sole discretion; and

                                 (ii) a determination by the Calculation Agent
                         in its sole discretion that any event
                            described in clause (i) above materially
                                 interfered with our ability or the ability of
                                 any of our affiliates to unwind or adjust all
                               or a material portion of the hedge position
             with respect to the PLUS.

                           For the purpose of determining whether a Market
                              Disruption Event exists at any time, if trading in
                       a security included in the S&P 500 Index is
                              materially suspended or materially limited at that
                              time, then the relevant percentage contribution of
                           that security to the level of the S&P 500 Index
                             shall be based on a comparison of (x) the portion
                             of the value of the S&P 500 Index attributable to
                              that security relative to (y) the overall value of
                              the S&P 500 Index, in each case immediately before
          that suspension or limitation.

                           For the purpose of determining whether a Market
                              Disruption Event has occurred: (1) a limitation on
                           the hours or number of days of trading will not
                              constitute a Market Disruption Event if it results
                            from an announced change in the regular business
                           hours of the relevant exchange or market, (2) a
                              decision to permanently discontinue trading in the
                            relevant futures or options contract or exchange
                    traded fund will not constitute a Market
                             Disruption Event, (3) limitations pursuant to the
                          rules of any Relevant Exchange similar to NYSE
                          Rule 80A (or any applicable rule or regulation
               enacted or promulgated by any other
                          self-regulatory organization or any government
                       agency of scope similar to NYSE Rule 80A as
                           determined by the Calculation Agent) on trading
                       during significant market fluctuations will
                        constitute a suspension, absence or material
                              limitation of trading, (4) a suspension of trading
                          in futures or options contracts on the S&P 500
                             Index by the primary securities market trading in
                          such contracts by reason of (a) a price change
                            exceeding limits set by such securities exchange
                             or market, (b) an imbalance of orders relating to
                            such contracts or (c) a disparity in bid and ask
                             quotes relating to such contracts will constitute
                           a suspension, absence or material limitation of
                              trading in futures or options contracts related to
                            the S&P 500 Index and (5) a "suspension, absence
                              or material limitation of trading" on any Relevant
                              Exchange or on the primary market on which futures
                             or options contracts related to the S&P 500 Index
                          are traded will not include any time when such
                          securities market is itself closed for trading
         under ordinary circumstances.

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Relevant Exchange...........  Relevant Exchange means the primary U.S. organized
                              exchange or market of trading for any security (or
                             any combination thereof) then included in the S&P
             500 Index or any Successor Index.

Alternate Exchange                                                              
Calculation in Case of an                                                       
Event of Default............  In case an event of default with respect to the   
                           the PLUS shall have occurred and be continuing,
                             the amount declared due and payable per PLUS upon
                              any acceleration of the PLUS (an "Event of Default
                     Acceleration") shall be determined by the
                            Calculation Agent and shall be an amount in cash
                             equal to the Payment at Maturity calculated using
                          the Index Closing Value as of the date of such
                  acceleration as the Final Index Value.

                              If the maturity of the PLUS is accelerated because
                         of an event of default as described above, we
                           shall, or shall cause the Calculation Agent to,
                            provide written notice to the Trustee at its New
                        York office, on which notice the Trustee may
                            conclusively rely, and to DTC of the cash amount
                       due with respect to the PLUS as promptly as
                            possible and in no event later than two Business
                Days after the date of acceleration.

The S&P 500 Index...........  We have derived all information contained in this 
                           pricing supplement regarding the S&P 500 Index,
                              including, without limitation, its make-up, method
                              of calculation and changes in its components, from
                            publicly available information. Such information
                              reflects the policies of, and is subject to change
                              by S&P. The S&P 500 Index was developed by S&P and
                              is calculated, maintained and published by S&P. We
                        make no representation or warranty as to the
                         accuracy or completeness of such information.

                      The S&P 500 Index is intended to provide a
                              performance benchmark for the U.S. equity markets.
                             The calculation of the value of the S&P 500 Index
                           (discussed below in further detail) is based on
                            the relative value of the aggregate Market Value
                          (as defined below) of the common stocks of 500
                      companies (the "Component Stocks") as of a
                        particular time as compared to the aggregate
                            average Market Value of the common stocks of 500
                           similar companies during the base period of the
                              years 1941 through 1943. The "Market Value" of any
                              Component Stock is the product of the market price
                            per share and the number of the then outstanding
                             shares of such Component Stock. The 500 companies
                           are not the 500 largest companies listed on the
                             NYSE and not all 500 companies are listed on such
                            exchange. S&P chooses companies for inclusion in
                        the S&P 500 Index with an aim of achieving a
                         distribution by broad industry groupings that
                            approximates the distribution of these groupings
                             in the common stock population of the U.S. equity
                          market. S&P may from time to time, in its sole
                             discretion, add companies to, or delete companies
                             from, the S&P 500 Index to achieve the objectives
                           stated above. Relevant criteria employed by S&P
                            include the viability of the particular company,
                           the extent to which that company represents the
                              industry group to which it is assigned, the extent
                              to which the company's common stock is widely-held
and                 

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                        the Market Value and trading activity of the
         common stock of that company.

                   The S&P 500 Index is calculated using a
                          base-weighted aggregate methodology: the level
                          of the S&P 500 Index reflects the total Market
                         Value of all 500 Component Stocks relative to
                      the S&P 500 Index's base period of 1941-43
(the "Base Period").

                      An indexed number is used to represent the
                        results of this calculation in order to make
                        the value easier to work with and track over
time.               

                          The actual total Market Value of the Component
                      Stocks during the Base Period has been set
                          equal to an indexed value of 10. This is often
                    indicated by the notation 1941-43=10. In
                          practice, the daily calculation of the S&P 500
                          Index is computed by dividing the total Market
                     Value of the Component Stocks by a number
                      called the "Index Divisor." By itself, the
                          Index Divisor is an arbitrary number. However,
                        in the context of the calculation of the S&P
                          500 Index, it is the only link to the original
                       base period value of the S&P 500 Index. The
                 Index Divisor keeps the S&P 500 Index
                        comparable over time and is the manipulation
                          point for all adjustments to the S&P 500 Index
  ("Index Maintenance").

                     Index Maintenance includes monitoring and
                  completing the adjustments for company
                         additions and deletions, share changes, stock
                    splits, stock dividends, and stock price
                        adjustments due to company restructurings or
spinoffs.           

                          To prevent the value of the S&P 500 Index from
                  changing due to corporate actions, all
                    corporate actions which affect the total
                        Market Value of the S&P 500 Index require an
                      Index Divisor adjustment. By adjusting the
                        Index Divisor for the change in total Market
                         Value, the value of the S&P 500 Index remains
                          constant. This helps maintain the value of the
                     S&P 500 Index as an accurate barometer of
                         stock market performance and ensures that the
                          movement of the S&P 500 Index does not reflect
                         the corporate actions of individual companies
                   in the S&P 500 Index. All Index Divisor
                   adjustments are made after the close of
                    trading and after the calculation of the
                    closing value of the S&P 500 Index. Some
                       corporate actions, such as stock splits and
                          stock dividends, require simple changes in the
                          common shares outstanding and the stock prices
                        of the companies in the S&P 500 Index and do
                  not require Index Divisor adjustments.

                       The table below summarizes the types of S&P
                 500 Index maintenance adjustments and
                     indicates whether or not an Index Divisor
   adjustment is required.

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                                                                       Divisor
                                  Type of                             Adjustment
                             Corporate Action    Adjustment Factor    Required
                              ----------------  --------------------  ----------
                      Stock split       Shares Outstanding    No
                 (i.e.,         multiplied by 2;
                 2-for-1)          Stock Price divided
                    by 2

                       Share issuance    Shares Outstanding    Yes
                (i.e., charge    plus newly issued
     greater than     Shares
or = 5%)          

                       Share repurchase  Shares Outstanding    Yes
                (i.e., charge    minus Repurchased
     greater than     Shares
or = 5%)          

                       Special cash      Share Price minus     Yes
              dividends         Special Dividend

                       Company Change    Add new company       Yes
                                  Market Value minus
                                  old company Market
                     Value

                       Rights Offering   Price of parent       Yes
                             company minus
                                 Price of Rights
                                 ---------------
                                 Right Ratio

                        Spin-Off         Price of parent       Yes
                             company minus
                                      Price of Spinoff Co.
                                      --------------------
                                      Share Exchange Ratio

                              Stock splits and stock dividends do not affect the
                       Index Divisor of the S&P 500 Index, because
                              following a split or dividend both the stock price
                            and number of shares outstanding are adjusted by
                              S&P so that there is no change in the Market Value
                       of the Component Stock. All stock split and
                            dividend adjustments are made after the close of
                  trading on the day before the ex-date.

                           Each of the corporate events exemplified in the
                              table requiring an adjustment to the Index Divisor
                              has the effect of altering the Market Value of the
                            Component Stock and consequently of altering the
                          aggregate Market Value of the Component Stocks
                         (the "Post-Event Aggregate Market Value"). In
                          order that the level of the S&P 500 Index (the
                           "Pre-Event Index Value") not be affected by the
                     altered Market Value (whether increase or
                            decrease) of the affected Component Stock, a new
                       Index Divisor ("New Divisor") is derived as
follows:            

                              Post-Event Aggregate  =  Pre-Event Index Value
    Market Value
    --------------------
   New Divisor

                                 New Divisor          =  Post-Event Market Value
                                                         -----------------------
                                                         Pre-Event Index Value

                         A large part of the S&P 500 Index maintenance
                        process involves tracking the changes in the
                           number of shares outstanding of each of the S&P
                        500 Index companies. Four times a year, on a
                             Friday close to the end of each calendar quarter,
                              the share totals of companies in the S&P 500 Index
                         are updated as required by any changes in the
                              number of shares outstanding. After the totals are
                     updated, the Index Divisor is adjusted to
                             compensate for the net change in the total Market
                        Value of the S&P 500 Index. In addition, any
                        changes over 5% in the current common shares
                           outstanding for the S&P 500 Index companies are
                          carefully reviewed on a weekly basis, and when
                           appropriate, an immediate adjustment is made to
the Index Divisor.  

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                          The S&P 500 Index and S&P's other U.S. indices
                          will move to a float adjustment methodology in
                            2005 so that the indices will reflect only those
                            shares that are generally available to investors
                        in the market rather than all of a company's
                         outstanding shares. Float adjustment excludes
                          shares that are closely held by other publicly
                            traded companies, venture capital firms, private
                         equity firms, strategic partners or leveraged
                        buyout groups; government entities; or other
                              control groups, such as a company's own current or
                              former officers, board members, founders, employee
                              stock ownership plans or other investment vehicles
                            controlled by the company or such other persons.
                             In March 2005 the official S&P U.S. indices moved
                              half way to float adjustment and in September 2005
                           the indices will move to full float adjustment.

                          In this pricing supplement, unless the context
                         requires otherwise, references to the S&P 500
                      Index will include any Successor Index and
                           references to S&P will include any successor to
S&P.                

Discontinuance of the S&P                                                       
500 Index; Alteration of                                                    
Method of Calculation.....  If S&P discontinues publication of the S&P 500  
                       Index and S&P or another entity publishes a
                           successor or substitute index that MS & Co., as
                          the Calculation Agent, determines, in its sole
                            discretion, to be comparable to the discontinued
                              S&P 500 Index (such index being referred to herein
                              as a "Successor Index"), then any subsequent Index
                            Closing Value will be determined by reference to
                              the published value of such Successor Index at the
                           regular weekday close of trading on the Trading
                     Day that any Index Closing Value is to be
determined.         

                            Upon any selection by the Calculation Agent of a
                             Successor Index, the Calculation Agent will cause
                         written notice thereof to be furnished to the
                            Trustee, to Morgan Stanley and to DTC, as holder
                          of the PLUS, within three Trading Days of such
                         selection. We expect that such notice will be
                          passed on to you, as a beneficial owner of the
                           PLUS, in accordance with the standard rules and
                         procedures of DTC and its direct and indirect
participants.       

                          If S&P discontinues publication of the S&P 500
                      Index prior to, and such discontinuance is
                            continuing on, the Index Valuation Date and MS &
                             Co., as the Calculation Agent, determines, in its
                       sole discretion, that no Successor Index is
                              available at such time, then the Calculation Agent
                           will determine the Index Closing Value for such
                             date. The Index Closing Value will be computed by
                        the Calculation Agent in accordance with the
                             formula for calculating the S&P 500 Index last in
                          effect prior to such discontinuance, using the
                         closing price (or, if trading in the relevant
                       securities has been materially suspended or
                              materially limited, its good faith estimate of the
                           closing price that would have prevailed but for
                              such suspension or limitation) at the close of the
                              principal trading session of the Relevant Exchange
                       on such date of each security most recently
                      constituting the S&P 500 Index without any
                          rebalancing or substitution of such securities
                          following such discontinuance. Notwithstanding
these alternative   

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                              arrangements, discontinuance of the publication of
                            the S&P 500 Index may adversely affect the value
of the PLUS.        

                            If at any time the method of calculating the S&P
                        500 Index or a Successor Index, or the value
                            thereof, is changed in a material respect, or if
                            the S&P 500 Index or a Successor Index is in any
                              other way modified so that such index does not, in
                              the opinion of MS & Co., as the Calculation Agent,
                              fairly represent the value of the S&P 500 Index or
                    such Successor Index had such changes or
                             modifications not been made, then, from and after
                         such time, the Calculation Agent will, at the
                             close of business in New York City on the date on
                              which the Index Closing Value is to be determined,
                             make such calculations and adjustments as, in the
                             good faith judgment of the Calculation Agent, may
                           be necessary in order to arrive at a value of a
                          stock index comparable to the S&P 500 Index or
                           such Successor Index, as the case may be, as if
                            such changes or modifications had not been made,
                              and the Calculation Agent will calculate the Final
                              Index Value with reference to the S&P 500 Index or
                              such Successor Index, as adjusted. Accordingly, if
                            the method of calculating the S&P 500 Index or a
                            Successor Index is modified so that the value of
                          such index is a fraction of what it would have
                            been if it had not been modified (e.g., due to a
                           split in the index), then the Calculation Agent
                          will adjust such index in order to arrive at a
                              value of the S&P 500 Index or such Successor Index
                            as if it had not been modified (e.g., as if such
    split had not occurred).

HistoricalInformation.......  The following table sets forth the published high 
                    and low Index Closing Values, as well as
                           end-of-quarter Index Closing Values, of the S&P
                         500 Index for each quarter in the period from
                            January 1, 2000 through July 21, 2005. The Index
                           Closing Value on July 21, 2005 was 1,227.04. We
                            obtained the information in the table below from
                            Bloomberg Financial Markets, without independent
                              verification. The historical values of the S&P 500
                         Index should not be taken as an indication of
                             future performance, and no assurance can be given
                             as to the level of the S&P 500 Index on the Index
                              Valuation Date. The level of the S&P 500 Index may
                          decrease so that you will receive a payment at
                              maturity that is less than the principal amount of
                           the PLUS. We cannot give you any assurance that
                           the level of the S&P 500 Index will increase so
                          that at maturity you will receive a payment in
                           excess of the principal amount of the PLUS. Nor
                           can we give you any assurance that the value of
                              the S&P 500 Index will not increase beyond 115% of
                           the Initial Index Value, in which case you will
                         only receive the Maximum Payment at Maturity.
                             Because your return is linked to the level of the
                             S&P 500 Index at maturity, there is no guaranteed
return of principal.

                             If the Final Index Value is less than the Initial
                    Index Value, you will lose money on your
investment.         

                                                                        Period
                                                   High        Low       End
                                                   --------   --------  --------
2000                
                                First Quarter....  1,527.46   1,333.36  1,498.58

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                                                                        Period
                                                   High        Low       End
                                                   --------   --------  --------
                                Second Quarter...  1,516.35   1,356.56  1,454.60
                                Third Quarter....  1,520.77   1,419.89  1,436.51
                                Fourth Quarter...  1,436.51   1,264.74  1,320.28
2001                
                                First Quarter....  1,373.73   1,117.58  1,160.33
                                Second Quarter...  1,312.83   1,103.25  1,224.42
                                Third Quarter....  1,236.72     965.80  1,040.94
                                Fourth Quarter...  1,170.35   1,038.55  1,148.08
2002                
                                First Quarter....  1,172.51   1,080.17  1,147.39
                                Second Quarter...  1,146.54     973.53    989.82
                                Third Quarter....    989.03     797.70    815.28
                                Fourth Quarter...    938.87     776.76    879.82
2003                
                                First Quarter....    931.66     800.73    848.18
                                Second Quarter...  1,011.66     858.48    974.50
                                Third Quarter....  1,039.58     965.46    995.97
                                Fourth Quarter...  1,111.92   1,018.22  1,111.92
2004                
                                First Quarter....  1,157.76   1,091.33  1,126.21
                                Second Quarter...  1,150.57   1,084.10  1,140.84
                                Third Quarter....  1,129.30   1,063.23  1,114.58
                                Fourth Quarter...  1,213.55   1,094.81  1,211.92
2005                
                                First Quarter....  1,225.31   1,163.75  1,180.59
                                Second Quarter...  1,216.96   1,137.50  1,191.33

Third Quarter   
(through      
                                 July 21, 2005)..  1,235.20   1,194.44  1,227.04

Use of Proceeds and                                                             
Hedging...................  The net proceeds we receive from the sale of the
                            PLUS will be used for general corporate purposes
                        and, in part, in connection with hedging our
                             obligations under the PLUS through one or more of
                             our subsidiaries. The original issue price of the
                              PLUS includes the Agent's Commissions (as shown on
                           the cover page of this pricing supplement) paid
                            with respect to the PLUS and the cost of hedging
                       our obligations under the PLUS. The cost of
                          hedging includes the projected profit that our
                           subsidiaries expect to realize in consideration
                           for assuming the risks inherent in managing the
                   hedging transactions. Since hedging our
                             obligations entails risk and may be influenced by
                         market forces beyond our or our subsidiaries'
                             control, such hedging may result in a profit that
                              is more or less than initially projected, or could
                           result in a loss. See also "Use of Proceeds" in
        the accompanying prospectus.

                       On the date of this pricing supplement, we,
                          through our subsidiaries or others, hedged our
                            anticipated exposure in connection with the PLUS
                     by taking positions in futures or options
                         contracts on the S&P 500 Index. Such purchase
                         activity could potentially have increased the
                     value of the S&P 500 Index, and therefore
                            effectively increased the level at which the S&P
                            500 Index must close before you would receive at
                         maturity a payment that exceeds the principal
                        amount of the PLUS. In addition, through our
                           subsidiaries, we are likely to modify our hedge
                       position throughout the life of the PLUS by
                            purchasing and selling the stocks underlying the
                           S&P 500 Index, futures and options contracts on
                    the S&P 500 Index or any Component Stock

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                              listed on major securities markets or positions in
                              any other available securities or instruments that
                              we may wish to use in connection with such hedging
                     activities, including by selling any such
                            securities or instruments on the Index Valuation
                       Date. We cannot give any assurance that our
                             hedging activity will not affect the value of the
                              S&P 500 Index and, therefore, adversely affect the
                             value of the PLUS or the payment you will receive
at maturity.        

Supplemental Information                                                        
Concerning                                                                    
Plan of Distribution.......  Under the terms and subject to the conditions    
                        contained in the U.S. distribution agreement
                          referred to in the prospectus supplement under
                        "Plan of Distribution," the Agent, acting as
                        principal for its own account, has agreed to
                     purchase, and we have agreed to sell, the
                              principal amount of PLUS set forth on the cover of
                       this pricing supplement. The Agent proposes
                              initially to offer the PLUS directly to the public
                         at the public offering price set forth on the
                            cover page of this pricing supplement. The Agent
                            may allow a concession not in excess of $.15 per
                           PLUS to other dealers, which may include Morgan
                        Stanley & Co. International Limited and Bank
                            Morgan Stanley AG. We expect to deliver the PLUS
                             against payment therefor in New York, New York on
                            July 26, 2005. After the initial offering of the
                           PLUS, the Agent may vary the offering price and
                  other selling terms from time to time.

                            In order to facilitate the offering of the PLUS,
                     the Agent may engage in transactions that
                             stabilize, maintain or otherwise affect the price
                          of the PLUS or the level of the S&P 500 Index.
                              Specifically, the Agent may sell more PLUS than it
                           is obligated to purchase in connection with the
                             offering or may sell individual stocks underlying
                         the S&P 500 Index it does not own, creating a
                              naked short position in the PLUS or the individual
                              stocks underlying the S&P 500 Index, respectively,
                             for its own account. The Agent must close out any
                              naked short position by purchasing the PLUS or the
                             individual stocks underlying the S&P 500 Index in
                           the open market. A naked short position is more
                          likely to be created if the Agent is concerned
                            that there may be downward pressure on the price
                           of the PLUS or the individual stocks underlying
                              the S&P 500 Index in the open market after pricing
                              that could adversely affect investors who purchase
                      in the offering. As an additional means of
                             facilitating the offering, the Agent may bid for,
                       and purchase, PLUS or the individual stocks
                              underlying the S&P 500 Index in the open market to
                         stabilize the price of the PLUS. Any of these
                             activities may raise or maintain the market price
                          of the PLUS above independent market levels or
                              prevent or retard a decline in the market price of
                            the PLUS. The Agent is not required to engage in
                      these activities, and may end any of these
                             activities at any time. An affiliate of the Agent
                             has entered into a hedging transaction with us in
                             connection with this offering of PLUS. See "--Use
           of Proceeds and Hedging" above.

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General             

                          No action has been or will be taken by us, the
                          Agent or any dealer that would permit a public
                              offering of the PLUS or possession or distribution
                          of this pricing supplement or the accompanying
                      prospectus supplement or prospectus in any
                             jurisdiction, other than the United States, where
                           action for that purpose is required. No offers,
                            sales or deliveries of the PLUS, or distribution
                          of this pricing supplement or the accompanying
                            prospectus supplement or prospectus, may be made
                 in or from any jurisdiction except in
                              circumstances which will result in compliance with
                            any applicable laws and regulations and will not
                          impose any obligations on us, the Agent or any
dealer.             

                          The Agent has represented and agreed, and each
                          dealer through which we may offer the PLUS has
                           represented and agreed, that it (i) will comply
                             with all applicable laws and regulations in force
                     in each non-U.S. jurisdiction in which it
                            purchases, offers, sells or delivers the PLUS or
                            possesses or distributes this pricing supplement
                          and the accompanying prospectus supplement and
                        prospectus and (ii) will obtain any consent,
                         approval or permission required by it for the
                           purchase, offer or sale by it of the PLUS under
                              the laws and regulations in force in each non-U.S.
                              jurisdiction to which it is subject or in which it
                            makes purchases, offers or sales of the PLUS. We
                            shall not have responsibility for the Agent's or
                            any dealer's compliance with the applicable laws
                              and regulations or obtaining any required consent,
   approval or permission.

Brazil              

                             The PLUS may not be offered or sold to the public
                            in Brazil. Accordingly, the offering of the PLUS
                             has not been submitted to the Comissao de Valores
                           Mobiliarios for approval. Documents relating to
                     this offering, as well as the information
                             contained herein and therein, may not be supplied
                              to the public as a public offering in Brazil or be
                              used in connection with any offer for subscription
            or sale to the public in Brazil.

Chile               

                      The PLUS have not been registered with the
                              Superintendencia de Valores y Seguros in Chile and
                            may not be offered or sold publicly in Chile. No
                      offer, sales or deliveries of the PLUS, or
                          distribution of this pricing supplement or the
                             accompanying prospectus supplement or prospectus,
                  may be made in or from Chile except in
                              circumstances which will result in compliance with
                        any applicable Chilean laws and regulations.

Hong Kong           

                             The PLUS may not be offered or sold in Hong Kong,
                           by means of any document, other than to persons
                        whose ordinary business it is to buy or sell
                         shares or debentures, whether as principal or
                              agent, or in circumstances which do not constitute
                            an offer to the public within the meaning of the
            Companies Ordinance (Cap. 32) of

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                            Hong Kong. The Agent has not issued and will not
                           issue any advertisement, invitation or document
                         relating to the PLUS, whether in Hong Kong or
                            elsewhere, which is directed at, or the contents
                              of which are likely to be accessed or read by, the
                             public in Hong Kong (except if permitted to do so
                              under the securities laws of Hong Kong) other than
                         with respect to PLUS which are intended to be
                            disposed of only to persons outside Hong Kong or
                       only to "professional investors" within the
                           meaning of the Securities and Futures Ordinance
                      (Cap. 571) of Hong Kong and any rules made
thereunder.         

Mexico              

                      The PLUS have not been registered with the
                             National Registry of Securities maintained by the
                              Mexican National Banking and Securities Commission
                              and may not be offered or sold publicly in Mexico.
                        This pricing supplement and the accompanying
                           prospectus supplement and prospectus may not be
           publicly distributed in Mexico.

Singapore           

                        This pricing supplement and the accompanying
                              prospectus supplement and prospectus have not been
                        registered as a prospectus with the Monetary
                             Authority of Singapore. Accordingly, this pricing
                      supplement and the accompanying prospectus
                             supplement and prospectus used in connection with
                             the offer or sale, or invitation for subscription
                             or purchase, of the PLUS may not be circulated or
                             distributed, nor may the PLUS be offered or sold,
                       or be made the subject of an invitation for
                         subscription or purchase, whether directly or
                          indirectly, to persons in Singapore other than
                            under circumstances in which such offer, sale or
                            invitation does not constitute an offer or sale,
                              or invitation for subscription or purchase, of the
            PLUS to the public in Singapore.

License Agreement between                                                       
S&P and Morgan Stanley.....  S&P and Morgan Stanley have entered into a       
                             non-exclusive license agreement providing for the
                         license to Morgan Stanley, and certain of its
                           affiliated or subsidiary companies, in exchange
                             for a fee, of the right to use the S&P 500 Index,
                              which is owned and published by S&P, in connection
                with securities, including the PLUS.

                        The license agreement between S&P and Morgan
                             Stanley provides that the following language must
                    be set forth in this pricing supplement:

                         The PLUS are not sponsored, endorsed, sold or
                             promoted by The S&P Stock Market, Inc. (including
                          its affiliates) (S&P, with its affiliates, are
                   referred to as the "Corporations"). The
                           Corporations have not passed on the legality or
                          suitability of, or the accuracy or adequacy of
                         descriptions and disclosures relating to, the
                            PLUS. The Corporations make no representation or
                           warranty, express or implied, to the holders of
                              the PLUS or any member of the public regarding the
        advisability of investing in

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                             securities generally or in the PLUS particularly,
                           or the ability of the S&P 500 Index(R) to track
                 general stock market performance. The
                      Corporations' only relationship to us (the
                              "Licensee") is in the licensing of the S&P 500(R),
                             S&P 500 Index(R) and S&P(R) trademarks or service
                             marks and certain trade names of the Corporations
                        and the use of the S&P 500 Index(R) which is
                              determined, composed and calculated by S&P without
                          regard to the Licensee or the PLUS. S&P has no
                           obligation to take the needs of the Licensee or
                        the owners of the PLUS into consideration in
                             determining, composing or calculating the S&P 500
                              Index(R). The Corporations are not responsible for
                             and have not participated in the determination of
                            the timing, prices, or quantities of the PLUS to
                            be issued or in the determination or calculation
                       of the equation by which the PLUS are to be
                         converted into cash. The Corporations have no
                            liability in connection with the administration,
             marketing or trading of the PLUS.

                          THE CORPORATIONS DO NOT GUARANTEE THE ACCURACY
                           AND/OR UNINTERRUPTED CALCULATION OF THE S&P 500
                      INDEX(R) OR ANY DATA INCLUDED THEREIN. THE
                              CORPORATIONS MAKE NO WARRANTY, EXPRESS OR IMPLIED,
                         AS TO RESULTS TO BE OBTAINED BY THE LICENSEE,
                              OWNERS OF THE NOTES, OR ANY OTHER PERSON OR ENTITY
                            FROM THE USE OF THE S&P 500 INDEX(R) OR ANY DATA
                              INCLUDED THEREIN. THE CORPORATIONS MAKE NO EXPRESS
                            OR IMPLIED WARRANTIES AND EXPRESSLY DISCLAIM ALL
                          WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
                             PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P
                              500 INDEX(R) OR ANY DATA INCLUDED THEREIN. WITHOUT
                            LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL
                        THE CORPORATIONS HAVE ANY LIABILITY FOR LOST
                              PROFITS OR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT
                             OR CONSEQUENTIAL DAMAGES, EVEN IF NOTIFIED OF THE
        POSSIBILITY OF SUCH DAMAGES.

                             The "S&P(R)," "S&P 500(R)" and "S&P 500 Index(R)"
                            are trademarks of The S&P Stock Market, Inc. and
                             have been licensed for use by Morgan Stanley. The
                            PLUS have not been passed on by the Corporations
                             as to their legality or suitability. The PLUS are
                         not issued, endorsed, sold or promoted by the
                             Corporations. THE CORPORATIONS MAKE NO WARRANTIES
                           AND BEAR NO LIABILITY WITH RESPECT TO THE PLUS.

ERISA Matters for Pension                                                       
Plans andInsurance                                                            
Companies..................  Each fiduciary of a pension, profit-sharing or   
                      other employee benefit plan subject to the
                            Employee Retirement Income Security Act of 1974,
                            as amended ("ERISA") (a "Plan"), should consider
                              the fiduciary standards of ERISA in the context of
                      the Plan's particular circumstances before
                  authorizing an investment in the PLUS.
                           Accordingly, among other factors, the fiduciary
                        should consider whether the investment would
    satisfy the prudence and

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                              diversification requirements of ERISA and would be
                         consistent with the documents and instruments
governing the Plan. 

                           In addition, we and certain of our subsidiaries
                         and affiliates, including MS & Co. and Morgan
                          Stanley DW Inc. (formerly Dean Witter Reynolds
                            Inc.) ("MSDWI"), may be each considered a "party
                          in interest" within the meaning of ERISA, or a
                           "disqualified person" within the meaning of the
                          Internal Revenue Code of 1986, as amended (the
                           "Code"), with respect to many Plans, as well as
                         many individual retirement accounts and Keogh
                         plans (also "Plans"). Prohibited transactions
                         within the meaning of ERISA or the Code would
                      likely arise, for example, if the PLUS are
                         acquired by or with the assets of a Plan with
                            respect to which MS & Co., MSDWI or any of their
                              affiliates is a service provider or other party in
                              interest, unless the PLUS are acquired pursuant to
                          an exemption from the "prohibited transaction"
                              rules. A violation of these prohibited transaction
                        rules could result in an excise tax or other
                              liabilities under ERISA and/or Section 4975 of the
                             Code for such persons, unless exemptive relief is
                      available under an applicable statutory or
     administrative exemption.

                        The U.S. Department of Labor has issued five
                             prohibited transaction class exemptions ("PTCEs")
                           that may provide exemptive relief for direct or
                           indirect prohibited transactions resulting from
                            the purchase or holding of the PLUS. Those class
                  exemptions are PTCE 96-23 (for certain
                     transactions determined by in-house asset
                           managers), PTCE 95-60 (for certain transactions
                          involving insurance company general accounts),
                          PTCE 91-38 (for certain transactions involving
                             bank collective investment funds), PTCE 90-1 (for
                            certain transactions involving insurance company
                           separate accounts), and PTCE 84-14 (for certain
                            transactions determined by independent qualified
asset managers).    

                            Because we may be considered a party in interest
                           with respect to many Plans, the PLUS may not be
                           purchased, held or disposed of by any Plan, any
                        entity whose underlying assets include "plan
                             assets" by reason of any Plan's investment in the
                        entity (a "Plan Asset Entity") or any person
                            investing "plan assets" of any Plan, unless such
                            purchase, holding or disposition is eligible for
                              exemptive relief, including relief available under
                            PTCE 96-23, 95-60, 91-38, 90-1, or 84-14 or such
                             purchase, holding or disposition is otherwise not
                              prohibited. Any purchaser, including any fiduciary
                         purchasing on behalf of a Plan, transferee or
                     holder of the PLUS will be deemed to have
                           represented, in its corporate and its fiduciary
                             capacity, by its purchase and holding of the PLUS
                            that either (a) it is not a Plan or a Plan Asset
                        Entity, is not purchasing such securities on
                           behalf of or with "plan assets" of any Plan, or
                            with any assets of a governmental or church plan
                              that is subject to any federal, state or local law
                              that is substantially similar to the provisions of
                            Section 406 of ERISA or Section 4975 of the Code
                            or (b) its purchase, holding and disposition are
                           eligible for exemptive relief or such purchase,
                         holding and disposition are not prohibited by
                             ERISA or Section 4975 of the Code (or in the case
                 of a governmental or church plan, any
                         substantially similar federal, state or local
law).               

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                            Under ERISA, assets of a Plan may include assets
                       held in the general account of an insurance
                           company which has issued an insurance policy to
                              such plan or assets of an entity in which the Plan
                        has invested. Accordingly, insurance company
                          general accounts that include assets of a Plan
                            must ensure that one of the foregoing exemptions
                              is available. Due to the complexity of these rules
                              and the penalties that may be imposed upon persons
                              involved in non-exempt prohibited transactions, it
                         is particularly important that fiduciaries or
                            other persons considering purchasing the PLUS on
                       behalf of or with "plan assets" of any Plan
                    consult with their counsel regarding the
                        availability of exemptive relief under PTCEs
               96-23, 95-60, 91-38, 90-1 or 84-14.

                 Purchasers of the PLUS have exclusive
                            responsibility for ensuring that their purchase,
                              holding and disposition of the PLUS do not violate
                            the prohibited transaction rules of ERISA or the
                     Code or similar regulations applicable to
                             governmental or church plans, as described above.

United States Federal Income                                                    
Taxation...................  The following summary is based on the advice of  
                          Davis Polk & Wardwell, our special tax counsel
                           ("Tax Counsel"), and is a general discussion of
                           the principal potential U.S. federal income tax
                              consequences to initial investors in the PLUS that
                          (i) purchase the PLUS at their Issue Price and
                            (ii) will hold the PLUS as capital assets within
                         the meaning of Section 1221 of the Code. This
                        summary is based on the Code, administrative
                            pronouncements, judicial decisions and currently
                        effective and proposed Treasury regulations,
                             changes to any of which subsequent to the date of
                      this pricing supplement may affect the tax
                            consequences described herein. This summary does
                          not address all aspects of U.S. federal income
                         taxation that may be relevant to a particular
                          investor in light of the investor's individual
                            circumstances or to investors subject to special
                             treatment under the U.S. federal income tax laws,
such as:            

               o   certain financial institutions;
         o   tax-exempt organizations;
                            o   dealers and certain traders in securities or
       foreign currencies;
                       o   investors holding the PLUS as part of a
                                hedging transaction, straddle, conversion or
                 other integrated transaction;
                     o   U.S. Holders, as defined below, whose
                               functional currency is not the U.S. dollar;
o   partnerships;   
                           o   nonresident alien individuals who have lost
                               their United States citizenship or who have
                                ceased to be taxed as United States resident
aliens;     
                           o   corporations that are treated as controlled
                           foreign corporations or passive foreign
         investment companies;
                            o   Non-U.S. Holders, as defined below, that are
                                  owned or controlled by persons subject to U.S.
       federal income tax;
                           o   Non-U.S. Holders for whom income or gain in
                                respect of the PLUS is effectively connected
                                  with a trade or business in the United States;

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                             o   Non-U.S. Holders who are individuals having a
                                  "tax home" (as defined in Section 911(d)(3) of
                       the Code) in the United States; and
                         o   Non-U.S. Holders that hold, or will hold,
                               actually or constructively, more than 5% of
                             the PLUS or more than 5% of any Component
Stock.      

                            As the law applicable to the U.S. federal income
                       taxation of instruments such as the PLUS is
                       technical and complex, the discussion below
                          necessarily represents only a general summary.
                         Moreover, the effect of any applicable state,
                       local or foreign tax laws is not discussed.

                           If you are considering purchasing the PLUS, you
                          are urged to consult your own tax advisor with
                         regard to the application of the U.S. federal
                           income tax laws to your particular situation as
                          well as any tax consequences arising under any
                        state, local or foreign taxing jurisdiction.

General             

                           Pursuant to the terms of the PLUS, we and every
                            investor in the PLUS agree (in the absence of an
                              administrative determination or judicial ruling to
                            the contrary) to characterize a PLUS for all tax
                        purposes as a single financial contract with
                              respect to the S&P 500 Index that (i) requires the
                              investor to pay us at inception an amount equal to
                            the purchase price of the PLUS and (ii) entitles
                            the investor to receive at maturity an amount in
                          cash based upon the performance of the S&P 500
                             Index. The characterization of the PLUS described
                            above is not, however, binding on the IRS or the
                            courts. No statutory, judicial or administrative
                             authority directly addresses the characterization
                            of the PLUS (or of similar instruments) for U.S.
                         federal income tax purposes, and no ruling is
                              being requested from the IRS with respect to their
                             proper characterization and treatment. Due to the
                            absence of authorities that directly address the
                         PLUS (or similar instruments), Tax Counsel is
                              unable to render an opinion as to whether the U.S.
                           federal income tax characterization of the PLUS
                         stated above should be respected. Significant
                  aspects of the U.S. federal income tax
                         consequences of an investment in the PLUS are
                             uncertain, and no assurance can be given that the
                 IRS or the courts will agree with the
                        characterization and tax treatment described
                              herein. Accordingly, you are urged to consult your
                             own tax advisor regarding the U.S. federal income
                         tax consequences of an investment in the PLUS
                             (including possible alternative characterizations
                           of the PLUS) and regarding any tax consequences
                         arising under the laws of any state, local or
                         foreign taxing jurisdiction. Unless otherwise
                            stated, the following discussion is based on the
             characterization described above.

U.S. Holders        

                          As used herein, the term "U.S. Holder" means a
                            beneficial owner of a PLUS that for U.S. federal
   income tax purposes is:

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                           o   a citizen or resident of the United States;
                           o   a corporation, or other entity taxable as a
                               corporation, created or organized under the
                              laws of the United States or any political
           subdivision thereof; or
o                             o   an estate or trust the income of which is     
                           subject to United States federal income
                      taxation regardless of its source.

     Tax Treatment of the PLUS

                            Tax basis. A U.S. Holder's tax basis in the PLUS
                            will equal the amount paid by the U.S. Holder to
acquire the PLUS.   

                            Settlement of the PLUS at maturity. Upon receipt
                             of cash at maturity, a U.S. Holder generally will
                             recognize long-term capital gain or loss equal to
                              the difference between the amount of cash received
                        and the U.S. Holder's tax basis in the PLUS.

                        Sale or exchange of the PLUS. Upon a sale or
                           exchange of the PLUS prior to their maturity, a
                             U.S. Holder will generally recognize capital gain
                              or loss equal to the difference between the amount
                         realized on the sale or exchange and the U.S.
                             Holder's tax basis in the PLUS sold or exchanged.
                         This gain or loss will generally be long-term
                            capital gain or loss if the U.S. Holder held the
                      PLUS for more than one year at the time of
disposition.        

                     Possible Alternative Tax Treatments of an
  Investment in the PLUS

                           Due to the absence of authorities that directly
                            address the proper tax treatment of the PLUS, no
                            assurance can be given that the IRS will accept,
                             or that a court will uphold, the characterization
                             and treatment described above. In particular, the
                             IRS could seek to analyze the U.S. federal income
                              tax consequences of owning the PLUS under Treasury
                         regulations governing contingent payment debt
                instruments (the "Contingent Payment
Regulations").      

                            If the IRS were successful in asserting that the
                         Contingent Payment Regulations applied to the
                            PLUS, the timing and character of income thereon
                        would be significantly affected. Among other
                             things, a U.S. Holder would be required to accrue
                             original issue discount on the PLUS every year at
                          a "comparable yield" determined at the time of
                             their issuance. Furthermore, any gain realized by
                             a U.S. Holder at maturity or upon a sale or other
                              disposition of the PLUS would generally be treated
                        as ordinary income, and any loss realized at
                             maturity would be treated as ordinary loss to the
                         extent of the U.S. Holder's prior accruals of
                        original issue discount, and as capital loss
thereafter.         

                             Even if the Contingent Payment Regulations do not
                        apply to the PLUS, other alternative federal
                        income tax characterizations of the PLUS are
                             possible which, if applied, could also affect the
                          timing and the character of the income or loss
                         with respect to the PLUS. It is possible, for
                           example, that a PLUS could be treated as a unit
                           consisting of a loan and a forward contract, in
                         which case a U.S. Holder would be required to
                         accrue original issue discount as income on a
                             current basis. Accordingly, prospective investors

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                       are urged to consult their own tax advisors
                            regarding all aspects of the U.S. federal income
                          tax consequences of an investment in the PLUS.

                        Backup Withholding and Information Reporting

                              A U.S. Holder of the PLUS may be subject to backup
                              withholding in respect of amounts paid to the U.S.
                            Holder, unless the U.S. Holder provides proof of
                         an applicable exemption or a correct taxpayer
                             identification number, or otherwise complies with
                             applicable requirements of the backup withholding
                        rules. The amounts withheld under the backup
                           withholding rules are not an additional tax and
                         may be refunded, or credited against the U.S.
                       Holder's U.S. federal income tax liability,
                             provided the required information is furnished to
                           the IRS. In addition, a U.S. Holder of the PLUS
                        may also be subject to information reporting
                         requirements, unless the U.S. Holder provides
                     proof of an applicable exemption from the
        information reporting rules.

Non-U.S. Holders    

                            The discussion under this heading applies to you
                           only if you are a "Non-U.S. Holder." A Non-U.S.
                           Holder is a beneficial owner of a PLUS that for
                U.S. federal income tax purposes is:

               o   a nonresident alien individual;
         o   a foreign corporation; or
          o   a foreign trust or estate.

                          Tax Treatment upon Maturity, Sale, Exchange or
                           Disposition of a PLUS. A Non-U.S. Holder of the
                              PLUS will not be subject to U.S. federal income or
                             withholding tax in respect of amounts paid to the
                              Non-U.S. Holder, except that gain from the sale or
                       exchange of the PLUS or their settlement at
                              maturity may be subject to U.S. federal income tax
                           if such Non-U.S. Holder is a non-resident alien
                              individual and is present in the United States for
                           183 days or more during the taxable year of the
                            sale or exchange (or settlement at maturity) and
                   certain other conditions are satisfied.

                If all or any portion of a PLUS were
                             recharacterized as a debt instrument, any payment
                              made to a Non-U.S. Holder with respect to the PLUS
                            would not be subject to U.S. federal withholding
                  tax, provided that the IRS Form W-8BEN
                            certification requirements described below under
                            "--Information Reporting and Backup Withholding"
                           were satisfied and such Non-U.S. Holder did not
                          own, actually or constructively, 10 percent or
                          more of the total combined voting power of all
                          classes of stock of Morgan Stanley entitled to
                      vote and was not a bank receiving interest
                          described in Section 881(c)(3)(A) of the Code.

                             Estate Tax. Non-U.S. Holders who are individuals,
                             and entities the property of which is potentially
                        includible in the gross estate of a non-U.S.
                           individual for U.S. federal estate tax purposes
                              (for example, a trust funded by such an individual
                        and with respect to which the individual has
                  retained certain interests or powers),

PS-29 

424B3
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                         should note that, absent an applicable treaty
                             benefit, the PLUS is likely to be treated as U.S.
                              situs property subject to U.S. federal estate tax.
                   Prospective investors that are non-U.S.
                              individuals, or are entities of the type described
                              above, are urged to consult their own tax advisors
                              regarding the U.S. federal estate tax consequences
     of investing in the PLUS.

                         Information Reporting and Backup Withholding.
                            Information returns may be filed with the IRS in
                      connection with the payment on the PLUS at
                      maturity as well as in connection with the
                   proceeds from a sale, exchange or other
                             disposition. A Non-U.S. Holder will be subject to
                            backup withholding in respect of amounts paid to
                            the Non-U.S. Holder, unless such Non-U.S. Holder
                          complies with certain certification procedures
                              establishing that it is not a U.S. person for U.S.
                             federal income tax purposes (e.g., by providing a
                       completed IRS Form W-8BEN certifying, under
                              penalties of perjury, that such Non-U.S. Holder is
                          not a U.S. person) or otherwise establishes an
                           exemption. The amount of any backup withholding
                       from a payment to a Non-U.S. Holder will be
                             allowed as a credit against the Non-U.S. Holder's
                             U.S. federal income tax liability and may entitle
                              the Non-U.S. Holder to a refund, provided that the
                         required information is furnished to the IRS.

PS-30 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘424B3’ Filing		Date		First		Last			Other Filings
		1/25/07		1		11			424B2,  8-A12B,  FWP
Filed on:		7/26/05		11		21			424B3
		7/21/05		1		20			424B3
		11/10/04		1		5			8-K,  S-3/A,  SC 13G/A
		1/1/00		19
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