PROSPECTUS Dated November 10, 2004                                                         Pricing Supplement No. 89 to
PROSPECTUS SUPPLEMENT                                                             Registration Statement No. 333-117752
Dated November 10, 2004                                                                          Dated October 24, 2005
                                                                                                         Rule 424(b)(3)
                                                       $13,000,000
                                                     Morgan Stanley
                                           GLOBAL MEDIUM-TERM NOTES, SERIES F
                                                 Senior Fixed Rate Notes

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

                                                 PLUS due April 30, 2008
                             Mandatorily Exchangeable for an Amount Payable in U.S. Dollars
                                      Based on the Value of the Nikkei 225(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 Nikkei 225(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
     (i) $10 times (ii) the percent increase in the value of the Nikkei 225 Index times (iii) the upside leverage
     factor. 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.

     o    The percent increase in the value of the Nikkei 225 Index will be equal to (i) the final index value minus the
          initial index value divided by (ii) the initial index value.

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

     o    The initial index value is 13,280.62, the closing value of the Nikkei 225 Index on October 25, 2005, the index
          business day immediately succeeding the day we priced the PLUS for initial sale to the public.

     o    The final index value will equal the closing value of the Nikkei 225 Index on the second scheduled index
          business day prior to the maturity date, which we refer to as the index valuation date.

     o    The upside leverage factor is 165%.

o    Investing in the PLUS is not equivalent to investing in the Nikkei 225 Index or its component stocks.

o    The PLUS have been approved for listing on the American Stock Exchange LLC, which we refer to as the AMEX, subject
     to official notice of issuance. The AMEX listing symbol for the PLUS is "NKP." It is not possible to predict
     whether any secondary market for the PLUS will develop.

o    The CUSIP number for the PLUS is 61747Y832.

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.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved these
securities, or determined if this pricing supplement is truthful or complete. Any representation to the contrary is a
criminal offense.

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

                                                            Price to              Agent's
                                                             Public            Commissions(1)     Proceeds to Company
                                                           ----------          --------------     -------------------
Per PLUS..............................................       $10.00                 $.15                 $9.85
Total.................................................     $13,000,000            $195,000            $12,805,000

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

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

                                                            MORGAN STANLEY

========================================================================================================================



     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
========================================================================================================================


                                              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 Nikkei 225 Index at maturity.

     "Nikkei 225(R) Index" is a trademark of Nikkei and has 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 Securities(SM) due
                                 April 30, 2008, Mandatorily Exchangeable for an Amount Payable in U.S. Dollars
                                 Based on the Value of the Nikkei 225(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 of          Unlike ordinary debt securities, the PLUS do not pay interest and do not guarantee
principal; no interest           any return of principal 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 Nikkei 225 Index.  The initial index value is 13,280.62, the
                                 closing value of the Nikkei 225 Index on October 25, 2005, the index business day
                                 immediately succeeding the day we priced the PLUS for initial sale to the public.
                                 If a market disruption event occurs on such date, the initial index value will be
                                 determined on the next succeeding index business day on which no market disruption
                                 event has occurred.  The final index value will be the closing value of the Nikkei
                                 225 Index on the second scheduled index business 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 an index business day, the maturity date will be postponed until the
                                 second scheduled index business day that is also a trading day following the index
                                 valuation date as postponed.

Payment at maturity based on     At maturity, you will receive for each $10 principal amount of PLUS that you hold
the Nikkei 225 Index             an amount in cash based upon the value of the Nikkei 225 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:


                                                          PS-3
========================================================================================================================



                                        $10    +    leveraged upside payment,

                                      where,

                               leveraged upside payment  =  $10 x  upside leverage factor  x  index percent increase

                                          and where

                                          the upside leverage factor is 165%

                                          and
                                                                     final index value - initial index value
                                          index percent 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 Nikkei 225 Index in the section of this
                                 pricing supplement called "Description of PLUS--Historical Information."  The
                                 payment of dividends on the stocks that underlie the Nikkei 225 Index is not
                                 reflected in the level of the Nikkei 225 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 Nikkei 225 Index or its
                                 component stocks.

MS & Co. will be the             We have appointed our affiliate, Morgan Stanley & Co. Incorporated or its
Calculation Agent                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 Nikkei 225 Index, the
                                 payment to you at maturity and whether a market disruption event has occurred.

Where you can find more          The PLUS are senior notes issued as part of our Series F medium-term note program.
information on the PLUS          You can find a general description of our Series F medium-term note program in the
                                 accompanying prospectus supplement dated November 10, 2004.


                                                          PS-4
========================================================================================================================



                                 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
========================================================================================================================



                                      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 upside leverage factor. The
graph is based on the following terms:

o    Issue Price per PLUS:  $10.00

o    Upside Leverage Factor: 165%

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. Where the final index value is less than 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.

                                                          PS-6
========================================================================================================================



                                                      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 payment at maturity is linked to the
performance of the Nikkei 225 Index. 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 interest or      The terms of the PLUS differ from those of ordinary debt securities in that we will
guarantee return of principal    not pay you interest on 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.  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
                                 Nikkei 225 Index.  See "Hypothetical Payouts on the PLUS at Maturity" on PS-6.

Secondary trading may be         There may be little or no secondary market for the PLUS.  Although the PLUS have
limited                          been approved for listing on the American Stock Exchange LLC, it is not possible to
                                 predict whether the PLUS will trade in the secondary market.  Even if there is a
                                 secondary market, it may not provide significant liquidity.  MS & Co. currently
                                 intends to act as a market maker for the PLUS but is not required to do so.  If at
                                 any time MS & Co. were to cease acting as a market maker, it is likely that there
                                 would be significantly less liquidity in the secondary market, in which case the
                                 price at which you would be able to sell your PLUS would likely be lower than if an
                                 active market existed.  If at any time the PLUS were not listed on any securities
                                 exchange and MS & Co. were to cease acting as a market maker, it is likely that
                                 there would be no secondary market for the PLUS.

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

                                 o    the value of the Nikkei 225 Index at any time

                                 o    the volatility (frequency and magnitude of changes in value) of the Nikkei 225
                                      Index

                                 o    interest and yield rates in the U.S. and Japanese markets

                                 o    the dividend rate on the stocks underlying the Nikkei 225 Index

                                 o    geopolitical conditions and economic, financial, political, regulatory or
                                      judicial events that affect the securities underlying the Nikkei 225 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 Nikkei
                                 225


                                                          PS-7
========================================================================================================================


                                 Index is at or below the initial index value or if market interest rates rise.

                                 You cannot predict the future performance of the Nikkei 225 Index based on its
                                 historical performance.  The value of the Nikkei 225 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 Nikkei 225
                                 Index.  In addition, there can be no assurance that the value of the Nikkei 225
                                 Index will increase so that you will receive at maturity an amount in excess of the
                                 principal amount of the PLUS.

The inclusion of commissions     Assuming no change in market conditions or any other relevant factors, the price,
and projected profit from        if any, at which MS & Co. is willing to purchase PLUS in secondary market
hedging in the original issue    transactions will likely be lower than the original issue price, since the original
price is likely to adversely     issue price included, and secondary market prices are likely to exclude,
affect 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 Nikkei 225    Nihon Keizai Shimbun, Inc., the publisher of the Nikkei 225 Index, ("Nikkei") is
Index could adversely affect     responsible for calculating and maintaining the Nikkei 225 Index.  Nikkei can add,
the value of the PLUS            delete or substitute the stocks underlying the Nikkei 225 Index or make other
                                 methodological changes that could change the value of the Nikkei 225 Index.  Any of
                                 these actions could adversely affect the value of the PLUS.

                                 Nikkei may discontinue or suspend calculation or publication of the Nikkei 225
                                 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 Nikkei 225 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 Nikkei 225 Index at the
                                 time of such discontinuance, without rebalancing or substitution, computed by the
                                 calculation agent in accordance with the formula for calculating the Nikkei 225
                                 Index last in effect prior to discontinuance of the Nikkei 225 Index.

There are risks associated       Investments in securities indexed to the value of Japanese equity securities
with investments in securities   involve risks associated with the Japanese securities market, including volatility,
indexed to the value of          governmental intervention and cross-shareholdings among companies in the Nikkei 225
Japanese equity securities       Index.  Also, there is generally less publicly available information about Japanese
                                 companies than about U.S. companies that are subject to the reporting requirements
                                 of the United States Securities and Exchange Commission, and Japanese companies are
                                 subject to accounting, auditing and financial reporting standards and requirements
                                 different from those applicable to U.S. reporting companies.

The economic interests of the    The economic interests of the calculation agent and other affiliates of ours are
calculation agent and other      potentially adverse to your interests as an investor in the PLUS.
affiliates of ours are
potentially adverse to your      As calculation agent, MS & Co. will determine the initial index value and the final
interests                        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 Nikkei 225 Index, may affect the
                                 payout to you at


                                                          PS-8
========================================================================================================================



                                 maturity.  See the sections of this pricing supplement called "Description of
                                 PLUS--Market Disruption Event" and "--Discontinuance of the Nikkei
                                 225 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 is not     Investing in the PLUS is not equivalent to investing in the Nikkei 225 Index or its
equivalent to investing in the   component stocks.  As an investor in the PLUS, you will not have voting rights or
Nikkei 225 Index                 rights to receive dividends or other distributions or any other rights with respect
                                 to the stocks that underlie the Nikkei 225 Index, nor are you exposed to increases
                                 or decreases in the currency exchange rate between the U.S. dollar and the Japanese
                                 yen, the trading currency of the stocks that underlie the Nikkei 225 Index.

Hedging and trading activity     MS & Co. and other affiliates of ours have carried out, and will continue to carry
by the calculation agent and     out, hedging activities related to the PLUS (and possibly to other instruments
its affiliates could             linked to the Nikkei 225 Index or its component stocks), including trading in the
potentially adversely affect     stocks underlying the Nikkei 225 Index as well as in other instruments related to
the value of the PLUS            the Nikkei 225 Index.  MS & Co. and some of our other subsidiaries also trade the
                                 stocks underlying the Nikkei 225 Index and other financial instruments related to
                                 the Nikkei 225 Index and the stocks underlying the Nikkei 225 Index on a regular
                                 basis as part of their general broker-dealer and other businesses.  Any of these
                                 hedging or trading activities on or prior to October 25, 2005 could potentially
                                 have increased the initial index value and, therefore, the value at which the
                                 Nikkei 225 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 Nikkei 225 Index on the index valuation date and,
                                 accordingly, the amount of cash you will receive at maturity.

Because the characterization     You should also consider the U.S. federal income tax consequences of investing in
of the PLUS for U.S. federal     the PLUS.  There is no direct legal authority as to the proper tax treatment of the
income tax purposes is           PLUS, and consequently our special tax counsel is unable to render an opinion as to
uncertain, the material U.S.     their proper characterization for U.S. federal income tax purposes.  Significant
federal income tax               aspects of the tax treatment of the PLUS are uncertain. Pursuant to the terms of
consequences of an investment    the PLUS, you have agreed with us to treat a PLUS as a single financial contract,
in the PLUS are uncertain        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."

                                 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-9
========================================================================================================================



                                                          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 April 30, 2008, Mandatorily Exchangeable for an Amount
Payable in U.S. Dollars Based on the Value of the Nikkei 225(R) Index. In this pricing supplement, the terms "we," "us"
and "our" refer to Morgan Stanley.

Aggregate Principal Amount....................    $13,000,000

Original Issue Date (Settlement Date).........    October 31, 2005

Maturity Date.................................    April 30, 2008, 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 Index Business Day that is also a 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..................................    61747Y832

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, $10 plus the Leveraged Upside Payment 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
                                                  Nikkei 225 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.


                                                          PS-10
========================================================================================================================



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

Upside Leverage Factor .......................    The Upside Leverage Factor is 165%.

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...........................    13,280.62, the Index Closing Value on October 25, 2005, the Index
                                                  Business Day immediately succeeding the day we priced the PLUS for
                                                  initial sale to the public.

Final Index Value.............................    The Index Closing Value of the Nikkei 225 Index on the Index Valuation
                                                  Date.

Index Closing Value...........................    The Index Closing Value on any Index Business Day will equal the
                                                  closing value (2nd session) of the Nikkei 225 Index or any Successor
                                                  Index (as defined under "--Discontinuance of the Nikkei 225 Index;
                                                  Alteration of Method of Calculation" below) published by Nikkei at the
                                                  regular weekday close of trading on that Index Business Day. In
                                                  certain circumstances, the Index Closing Value will be based on the
                                                  alternate calculation of the Nikkei 225 Index described under
                                                  "--Discontinuance of the Nikkei 225 Index; Alteration of Method of
                                                  Calculation."

Index Valuation Date..........................    The Index Valuation Date will be the second scheduled Index Business
                                                  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 an
                                                  Index Business Day, the Index Valuation Date will be the immediately
                                                  succeeding Index Business Day during which no Market Disruption Event
                                                  shall have occurred.

Index Business Day............................    A day, as determined by the Calculation Agent, on which trading is
                                                  generally conducted on the Tokyo Stock Exchange, Inc. ("TSE") and on
                                                  any exchange on which futures or options contracts related to the
                                                  Nikkei 225 Index are traded, other than a day on which trading on any
                                                  such exchange is scheduled to close prior to its regular final weekday
                                                  closing time.

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


                                                          PS-11
========================================================================================================================



                                                  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 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 Nikkei 225 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 Nikkei 225 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 Nikkei 225 Index (or the


                                                          PS-12
========================================================================================================================



                                                      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 Nikkei 225 Index (or the
                                                      Successor Index) during 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 securities market for trading in
                                                      futures or options contracts or exchange traded funds related to
                                                      the Nikkei 225 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 Nikkei
                                                  225 Index is materially suspended or materially limited at that time,
                                                  then the relevant percentage contribution of that security to the
                                                  level of the Nikkei 225 Index shall be based on a comparison of (x)
                                                  the portion of the value of the Nikkei 225 Index attributable to that
                                                  security relative to (y) the overall value of the Nikkei 225 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 Nikkei
                                                  225 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


                                                          PS-13
========================================================================================================================



                                                  limitation of trading in futures or options contracts related to the
                                                  Nikkei 225 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 Nikkei 225 Index are
                                                  traded will not include any time when such securities market is itself
                                                  closed for trading under ordinary circumstances.

Relevant Exchange.............................    Relevant Exchange means the primary exchange or market of trading for
                                                  any security then included in the Nikkei 225 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 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 Nikkei 225 Index..........................    We have derived all information regarding the Nikkei 225 Index
                                                  contained in this pricing supplement, 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, the Nihon Keizai Shimbun, Inc., which
                                                  is commonly referred to as Nikkei. Nikkei has no obligation to
                                                  continue to publish, and may discontinue publication of, the Nikkei
                                                  225 Index.

                                                  The Nikkei 225 Index is a stock index calculated, published and
                                                  disseminated by Nikkei that measures the composite price performance
                                                  of selected Japanese stocks. The Nikkei 225 Index currently is based
                                                  on 225 underlying stocks (the "Underlying Stocks") trading on the
                                                  Tokyo Stock Exchange (the "TSE") representing a broad cross-section of
                                                  Japanese industries. Stocks listed in the First Section of the TSE are
                                                  among the most actively traded stocks on the TSE. All 225 Underlying
                                                  Stocks are stocks listed in the First Section of the TSE. Nikkei rules
                                                  require that the 75 most liquid issues (one-third of the component
                                                  count of the Nikkei 225 Index) be included in the Nikkei 225 Index.

                                                  The 225 companies included in the Nikkei 225 Index are divided into
                                                  six sector categories: Technology, Financials, Consumer Goods,
                                                  Materials, Capital Goods/Others and Transportation and Utilities.
                                                  These six sector categories are further divided into 36 industrial
                                                  classifications as follows:


                                                          PS-14
========================================================================================================================



                                                  o   Technology -- Pharmaceuticals, Electrical machinery, Automobiles,
                                                      Precision machinery, Telecommunications

                                                  o   Financials -- Banks, Miscellaneous finance, Securities, Insurance

                                                  o   Consumer Goods -- Marine products, Food, Retail, Services

                                                  o   Materials -- Mining, Textiles, Paper & pulp, Chemicals, Oil,
                                                      Rubber, Ceramics, Steel, Nonferrous metals, Trading House

                                                  o   Capital Goods/Others -- Construction, Machinery, Shipbuilding,
                                                      Transportation equipment, Miscellaneous manufacturing, Real estate

                                                  o   Transportation and Utilities -- Railroads & Buses, Trucking,
                                                      Shipping, Airlines, Warehousing, Electric power, Gas

                                                  The Nikkei 225 Index is a modified, price-weighted index (i.e., an
                                                  Underlying Stock's weight in the index is based on its price per share
                                                  rather than the total market capitalization of the issuer) which is
                                                  calculated by (i) multiplying the per share price of each Underlying
                                                  Stock by the corresponding weighting factor for such Underlying Stock
                                                  (a "Weight Factor"), (ii) calculating the sum of all these products
                                                  and (iii) dividing such sum by a divisor (the "Divisor"). The Divisor
                                                  was initially set at 225 for the date of May 16, 1949 using historical
                                                  numbers from May 16, 1949, the date on which the Tokyo Stock Exchange
                                                  was reopened. The Divisor was 23.947 as of October 1, 2004 and is
                                                  subject to periodic adjustments as set forth below. Each Weight Factor
                                                  is computed by dividing (Y)50 by the par value of the relevant
                                                  Underlying Stock, so that the share price of each Underlying Stock
                                                  when multiplied by its Weight Factor corresponds to a share price
                                                  based on a uniform par value of (Y)50. The stock prices used in the
                                                  calculation of the Nikkei 225 Index are those reported by a primary
                                                  market for the Underlying Stocks (currently the TSE). The level of the
                                                  Nikkei 225 Index is calculated once per minute during TSE trading
                                                  hours.

                                                  In order to maintain continuity in the Nikkei 225 Index in the event
                                                  of certain changes due to non-market factors affecting the Underlying
                                                  Stocks, such as the addition or deletion of stocks, substitution of
                                                  stocks, stock splits or distributions of assets to stockholders, the
                                                  Divisor used in calculating the Nikkei 225 Index is adjusted in a
                                                  manner designed to prevent any instantaneous change or discontinuity
                                                  in the level of the Nikkei 225 Index. Thereafter, the Divisor remains
                                                  at the new value until a further adjustment is necessary as the result
                                                  of another change. As a result of such change affecting any Underlying
                                                  Stock, the Divisor is adjusted in such a way that the sum of all share
                                                  prices immediately after such change multiplied by the applicable
                                                  Weight Factor and divided by the new Divisor (i.e., the level of the
                                                  Nikkei 225 Index immediately after such change) will equal the level
                                                  of the Nikkei 225 Index immediately prior to the change.


                                                          PS-15
========================================================================================================================



                                                  An Underlying Stock may be deleted or added by Nikkei. Any stock
                                                  becoming ineligible for listing in the First Section of the TSE due to
                                                  any of the following reasons will be deleted from the Underlying
                                                  Stocks: (i) bankruptcy of the issuer, (ii) merger of the issuer with,
                                                  or acquisition of the issuer by, another company, (iii) delisting of
                                                  such stock, (iv) transfer of such stock to the "Seiri-Post" because of
                                                  excess debt of the issuer or because of any other reason or (v)
                                                  transfer of such stock to the Second Section. In addition, a component
                                                  stock transferred to the "Kanri-Post" (Posts for stocks under
                                                  supervision) is in principle a candidate for deletion. Underlying
                                                  Stocks with relatively low liquidity, based on trading value and rate
                                                  of price fluctuation over the past five years, may be deleted by
                                                  Nikkei. Upon deletion of a stock from the Underlying Stocks, Nikkei
                                                  will select a replacement for such deleted Underlying Stock in
                                                  accordance with certain criteria. In an exceptional case, a newly
                                                  listed stock in the First Section of the TSE that is recognized by
                                                  Nikkei to be representative of a market may be added to the Underlying
                                                  Stocks. In such a case, an existing Underlying Stock with low trading
                                                  volume and deemed not to be representative of a market will be deleted
                                                  by Nikkei.

                                                  A list of the issuers of the Underlying Stocks constituting Nikkei 225
                                                  Index is available from the Nikkei Economic Electronic Databank System
                                                  and from the Stock Market Indices Data Book published by Nikkei.
                                                  Nikkei may delete, add or substitute any stock underlying the Nikkei
                                                  225 Index. Nikkei first calculated and published the Nikkei 225 Index
                                                  in 1970.

Discontinuance of the Nikkei 225 Index;
  Alteration of Method of Calculation.........    If Nikkei discontinues publication of the Nikkei 225 Index and Nikkei
                                                  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 Nikkei 225 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
                                                  Relevant Exchange on the Index Business 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 Nikkei discontinues publication of the Nikkei 225 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


                                                          PS-16
========================================================================================================================



                                                  by the Calculation Agent in accordance with the formula for
                                                  calculating the Nikkei 225 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 Nikkei 225 Index without
                                                  any rebalancing or substitution of such securities following such
                                                  discontinuance. Notwithstanding these alternative arrangements,
                                                  discontinuance of the publication of the Nikkei 225 Index may
                                                  adversely affect the value of the PLUS.

                                                  If at any time the method of calculating the Nikkei 225 Index or a
                                                  Successor Index, or the value thereof, is changed in a material
                                                  respect, or if the Nikkei 225 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
                                                  Nikkei 225 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
                                                  each 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 Nikkei 225 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 Nikkei 225 Index or such Successor Index,
                                                  as adjusted. Accordingly, if the method of calculating the Nikkei 225
                                                  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 Nikkei 225
                                                  Index or such Successor Index as if it had not been modified (e.g., as
                                                  if such split had not occurred).

Historical Information........................    The following table sets forth the published high and low Index
                                                  Closing Values, as well as end-of-quarter Index Closing Values, of the
                                                  Nikkei 225 Index for each quarter in the period from January 1, 2000
                                                  through October 25, 2005. The Index Closing Value on October 25, 2005
                                                  was 13,280.62. We obtained the information in the table below from
                                                  Bloomberg Financial Markets, without independent verification. The
                                                  historical values of the Nikkei 225 Index should not be taken as an
                                                  indication of future performance, and no assurance can be given as to
                                                  the level of the Nikkei 225 Index on the Index Valuation Date. The
                                                  level of the Nikkei 225 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 Nikkei
                                                  225 Index will increase so that at maturity you will receive a payment
                                                  in excess of the principal amount of the PLUS. Because your return is
                                                  linked to the level of the Nikkei 225 Index at maturity, there is no
                                                  guaranteed return of principal.


                                                          PS-17
========================================================================================================================



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

                                                                                   High          Low       Period End
                                                                                 ---------    ---------    ----------
                                                  2000
                                                  First Quarter...........       20,706.65    18,168.27    20,337.32
                                                  Second Quarter..........       20,833.21    16,008.14    17,411.05
                                                  Third Quarter...........       17,614.66    15,626.96    15,747.26
                                                  Fourth Quarter..........       16,149.08    13,423.21    13,785.69

                                                  2001
                                                  First Quarter...........       14,032.42    11,819.70    12,999.70
                                                  Second Quarter..........       14,529.41    12,574.26    12,969.05
                                                  Third Quarter...........       12,817.41     9,504.41     9,774.68
                                                  Fourth Quarter..........       11,064.30     9,924.23    10,542.62

                                                  2002
                                                  First Quarter...........       11,919.30     9,420.85    11,024.94
                                                  Second Quarter .........       11,979.85    10,074.56    10,621.84
                                                  Third Quarter...........       10,960.25     9,075.09     9,383.29
                                                  Fourth Quarter..........        9,215.56     8,303.39     8,578.95

                                                  2003
                                                  First Quarter...........        8,790.92     7,862.43     7,972.71
                                                  Second Quarter .........        9,137.14     7,607.88     9,083.11
                                                  Third Quarter...........       11,033.32     9,265.56    10,219.05
                                                  Fourth Quarter..........       11,161.71     9,614.60    10,676.64

                                                  2004
                                                  First Quarter                  11,770.65    10,365.40    11,715.39
                                                  Second Quarter .........       12,163.89    10,505.05    11,858.87
                                                  Third Quarter...........       11,896.01    10,687.81    10,823.57
                                                  Fourth Quarter..........       11,488.76    10,659.15    11,488.76

                                                  2005
                                                  First Quarter...........       11,966.69    11,238.37    11,668.95
                                                  Second Quarter..........       11,874.75    10,825.39    11,584.01
                                                  Third Quarter...........       13,617.24    11,565.99    13,574.30
                                                  Fourth Quarter
                                                    (through October 25,
                                                    2005).................       13,738.84    13,106.18    13,280.62


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 October 25, 2005, we, through our subsidiaries or others, hedged
                                                  our anticipated exposure in connection with the PLUS by taking
                                                  positions in futures and options contracts on the Nikkei 225 Index.
                                                  Such purchase activity could potentially have increased the value of
                                                  the Nikkei 225 Index, and therefore effectively have


                                                          PS-18
========================================================================================================================



                                                  increased the level at which the Nikkei 225 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 Nikkei 225 Index,
                                                  futures or options contracts on the Nikkei 225 Index or any stocks
                                                  underlying the Nikkei 225 Index 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 Nikkei 225 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. After
                                                  the initial offering of the PLUS, the Agent may vary the offering
                                                  price and other selling terms from time to time.

                                                  We expect to deliver the PLUS against payment therefor in New York,
                                                  New York on October 31, 2005, which will be the fifth scheduled
                                                  Business Day following the date of this pricing supplement and of the
                                                  pricing of the PLUS. Under Rule 15c6-1 of the Exchange Act, trades in
                                                  the secondary market generally are required to settle in three
                                                  Business Days, unless the parties to any such trade expressly agree
                                                  otherwise. Accordingly, purchasers who wish to trade PLUS on the date
                                                  of pricing or the next succeeding Business Day will be required, by
                                                  virtue of the fact that the PLUS initially will settle in five
                                                  Business Days (T+5), to specify alternative settlement arrangements to
                                                  prevent a failed settlement.

                                                  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 Nikkei 225 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 Nikkei 225 Index it does not own, creating a naked short position
                                                  in the PLUS or the individual stocks underlying the Nikkei 225 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 Nikkei 225 Index in the open market. A naked short
                                                  position is


                                                          PS-19
========================================================================================================================



                                                  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 Nikkei 225 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 Nikkei 225
                                                  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.

                                                  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.


                                                          PS-20
========================================================================================================================



                                                  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 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 NIKKEI and
  Morgan Stanley..............................    As of the Settlement Date, we will have received the consent of
                                                  Nikkei, the publisher of the Nikkei 225 Index, to use and refer to


                                                          PS-21
========================================================================================================================



                                                  the Nikkei 225 Index in connection with the PLUS. Nikkei has the
                                                  copyright to the Nikkei 225 Index. All rights to the Nikkei 225 Index
                                                  are owned by Nikkei. We, the Calculation Agent and the Trustee
                                                  disclaim all responsibility for the calculation or other maintenance
                                                  of or any adjustments to the Nikkei 225 Index. Nikkei has the right to
                                                  change the contents of the Nikkei 225 Index and to cease compilation
                                                  and publication of the Nikkei 225 Index. In addition, Nikkei has no
                                                  relationship to us or the PLUS; it does not sponsor, endorse,
                                                  authorize, sell or promote the PLUS, and has no obligation or
                                                  liability in connection with the administration, marketing or trading
                                                  of the PLUS or with the calculation of the Payment at Maturity, as
                                                  described above.

ERISA Matters for Pension Plans and
   Insurance 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 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).


                                                          PS-22
========================================================================================================================



                                                  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).

                                                  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


                                                          PS-23
========================================================================================================================



                                                  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;

                                                  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 of the Nikkei 225 Index.

                                                  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 Nikkei 225 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 Nikkei 225 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


                                                          PS-24
========================================================================================================================



                                                  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:

                                                  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    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").


                                                          PS-25
========================================================================================================================



                                                  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 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


                                                          PS-26
========================================================================================================================



                                                  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), should note
                                                  that, absent an applicable treaty benefit, the PLUS are 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-27
========================================================================================================================