SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* MORGAN STANLEY (Last) (First) (Middle) 1585 BROADWAY (Street) NEW YORK NY 10036 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/01/2007	3. Issuer Name and Ticker or Trading Symbol DISTRIBUTED ENERGY SYSTEMS CORP [ DESC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	400	I	By Subsidiary

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant (right to buy)(1)	03/07/2007	03/07/2009(1)	Common Stock	4,555,311	$2.1	I	By Subsidiary

Explanation of Responses:

1. Represents rights to purchase common stock under a warrant entitling Morgan Stanley Wind LLC ("MS Wind") to purchase up to 8% of the common stock of Distributed Energy Systems Corp. ("DESC") on a fully diluted basis from time to time, including shares of common stock issuable upon the exercise of stock options, warrants and other convertible or exchangeable securities. MS Wind is not entitled to exercise the warrant if immediately following such exercise MS Wind's beneficial ownership (as calculated pursuant to Rule 13d-3) would exceed 19.9% of the outstanding shares of DESC. The expiration date of the warrant is March 7, 2009 unless the fair market value of the common stock on that date is below a certain threshold in which case the expiration date will be extended out until March 7, 2010.

	By: Morgan Stanley, /s/ Dennine Bullard, Authorized Signatory	03/03/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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