SC 13D/A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No. 1)

Viatel Holding (Bermuda) Limited

(Name of Issuer)

COMMON STOCK,

PAR VALUE $.01 PER SHARE

 (Title of Class of Securities)

G93447103

(CUSIP Number)

James Panella

Morgan Stanley

1585 Broadway

NY, NY 10036

Tel: (212) 762-6942

 (Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)

April 13, 2004

(Date of Event which Requires Filing of this Statement)

__________

     If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

     Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

CUSIP No. G93447103 13D Page 2 of 10 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Morgan Stanley
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER -0-
		8	SHARED VOTING POWER 1,329,689
		9	SOLE DISPOSITIVE POWER -0-
		10	SHARED DISPOSITIVE POWER 1,329,689
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,329,689
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.5%
14	TYPE OF REPORTING PERSON* CO

CUSIP No. G93447103 13D Page 3 of 10 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Morgan Stanley & Co. Incorporated
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER -0-
		8	SHARED VOTING POWER 1,329,689
		9	SOLE DISPOSITIVE POWER -0-
		10	SHARED DISPOSITIVE POWER 1,329,689
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,329,689
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.5%
14	TYPE OF REPORTING PERSON* CO

AMENDMENT NO. 1 TO SCHEDULE 13D

     This Amendment No. 1 amends the Report on Schedule 13D, originally filed on February 9, 2004 (the “Schedule 13D”). Unless indicated otherwise, all items left blank remain unchanged and any items which are reported are deemed to amend and supplement the existing items in the Schedule 13D. Capitalized terms used without definitions in this Amendment No. 1 shall have the respective meanings ascribed to them in the Schedule 13D.

Item 1. Security and Issuer.

Item 2. Identity and Background.

Item 3. Source and Amount of Funds or Other Consideration.

Item 4. Purpose of Transaction.

     Item 4 of Schedule 13D is hereby amended and supplemented by adding the following as the seventh paragraph under the heading “Term Sheet for Convertible Securities”:

     On April 13, 2004, the Company entered into a letter agreement pursuant to which it agreed, notwithstanding anything to the contrary in the Term Sheet and regardless of whether the transaction contemplated by the Term Sheet is consummated, to reimburse the Investors for all of their reasonable expenses and fees in connection with the Investors’ consideration, negotiation and consummation of the investment contemplated by the Term Sheet; provided, however, that (a) the Company shall be required to pay no more than an aggregate of US$2.5 million for expenses and fees incurred prior to April 8, 2004 and (b) the Company shall be required to pay no more than an aggregate of US$1.0 million for expenses and fees incurred from and after April 8, 2004.

Item 5. Interest in Securities of the Issuer.

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Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

      Exhibit 4:   Joint Filing Agreement

     Exhibit 5:   Letter Agreement, dated April 13, 2004, by Viatel Holding (Bermuda) Limited.*
________
      * Previously filed as an exhibit to the Company’s Report on Form 6-K filed April 13, 2004.

Page 5 of 10

SIGNATURE

     After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify the information set forth in this statement is true, complete and correct.

Date: April 15, 2004

Morgan Stanley
By:	/s/ Dennine Bullard
	Name:  Dennine Bullard
	Title:    Authorized Signatory
Morgan Stanley & Co. Incorporated
By:	/s/ Dennine Bullard
	Name:  Dennine Bullard
	Title:    Authorized Signatory

Page 6 of 10

SCHEDULE A

EXECUTIVE OFFICERS AND DIRECTORS
OF
MORGAN STANLEY

       The names of the Directors and the names and titles of the Executive Officers of Morgan Stanley (“MS”) and their principal occupations are set forth below. The business address of each of the Directors or Executive Officers is that of MS at 1585 Broadway, New York, New York 10036. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to MS and each individual is a United States citizen.

Name	Title
Philip J. Purcell	Chairman of the Board and Chief Executive Officer
Stephan F. Newhouse	President
Robert P. Bauman	Retired; former Chief Executive Officer of Smithkline Beecham plc
John E. Jacob	Executive Vice President - Global Communications of Anheuser-Busch Companies, Inc.
C. Robert Kidder	Chairman of Borden Chemical, Inc.
Charles F. Knight	Chairman of Emerson Electric Co.
John W. Madigan	Retired; former Chairman of Tribune Company
Miles L. Marsh	Former Chairman of the Board and Chief Executive Officer of Fort James Corporation
Robert G. Scott	Retired; former President and COO of Morgan Stanley
Michael A. Miles	Special Limited Partner in Forstmann Little and Co.
Laura D’Andrea Tyson	Dean of the London Business School
Klaus Zumwinkel*	Chairman of the Board, Deutsche Post AG
Stephen S. Crawford	Executive Vice President and Chief Administrative Officer
David Sidwell	Chief Financial Officer
Donald G. Kempf, Jr.	Executive Vice President, Chief Legal Officer and Secretary
Tarek F. Abdel-Meguid	Head of Worldwide Investment Banking Division
Zoe Cruz	Head of Worldwide Fixed Income Division
John P. Havens	Head of Worldwide Institutional Equity Division
Roger C. Hochschild	President and COO, Discover Financial Services
Mitchell M. Merin	President and COO, Investment Management
David W. Nelms	Chairman and CEO, Discover Financial Services
Vikram S. Pandit	President and COO, Institutional Securities Group
Joseph R. Perella	Chairman of Institutional Securities Group
* Klaus Zumwinkel is a German citizen and not a United States citizen.

Page 7 of 10

Name	Title
John H. Schaefer	President and COO, Individual Investor Group

Page 8 of 10

SCHEDULE B

EXECUTIVE OFFICERS AND DIRECTORS
OF
MORGAN STANLEY & CO. INCORPORATED

     The names of the Directors and the names and titles of the Executive Officers of Morgan Stanley & Co. Incorporated (“MS&Co.”) and their business addresses and principal occupations are set forth below. If no address is given, the Director’s or Executive Officer’s business address if that of MS&Co. at 1585 Broadway, New York, New York 10036. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to MS&Co. and each individual is a United States citizen.

Name, Business Address	Present Principal Occupation
Zoe Cruz	Managing Director of MS&Co. and Head of Worldwide Fixed Income Division of MS
John P. Havens	Managing Director of MS&Co. and Head of Worldwide Institutional Equity Division of MS
Donald G. Kempf, Jr.	Managing Director of MS&Co. and Executive Vice President, Chief Legal Officer and Secretary of MS
Tarek F. Abdel-Meguid	Managing Director of MS&Co. and Head of Worldwide Investment Banking Division of MS
Alasdair G. Morrison	Managing Director of MS&Co. and Chairman of Morgan Stanley Asia
Stephan F. Newhouse	Managing Director of MS&Co. and President of MS
Vikram S. Pandit	Managing Director, President and COO of MS&Co. and President and COO of Institutional Securities of MS
Joseph R. Perella	Managing Director, Chairman and CEO of MS&Co. and Chairman of Institutional Securities of MS
Philip J. Purcell	Managing Director of MS&Co. and Chairman of the Board and Chief Executive Officer of MS
Robin Roger	Managing Director, General Counsel and Secretary of MS&Co.
Executive Officers
Joseph R. Perella	Managing Director, Chairman and CEO of MS&Co. and Chairman of Institutional Securities of MS
Vikram S. Pandit	Managing Director, President and COO of MS&Co. and President and COO of Institutional Securities of MS
Robin Roger	Managing Director, General Counsel and Secretary of MS&Co.
Eileen S. Wallace	Managing Director and Treasurer of MS&Co.
Alexander C. Frank	Managing Director and CFO of MS&Co. and Controller of MS

Page 9 of 10

EX-99.4

EXHIBIT 4

JOINT FILING AGREEMENT

     In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $.01, of Viatel Holding (Bermuda) Limited, a Bermuda corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.

Dated as of April 15, 2004.

MORGAN STANLEY
By:	/s/ Dennine Bullard
	Name: Dennine Bullard
	Title: Authorized Signatory
MORGAN STANLEY& CO. INCORPORATED
By:	/s/ Dennine Bullard
	Name: Dennine Bullard
	Title: Authorized Signatory

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