Subject to completion, Pricing Supplement dated April 24, 2006

PROSPECTUS Dated January 25, 2005                                                          Pricing Supplement No. 52 to
PROSPECTUS SUPPLEMENT                                                             Registration Statement No. 333-131266
Dated January 25, 2005                                                                          Dated            , 2006
                                                                                                         Rule 424(b)(2)
                                                       $
                                                     Morgan Stanley
                                           GLOBAL MEDIUM-TERM NOTES, SERIES F
                                                 Senior Fixed Rate Notes
                                                   -------------------
                                                   PLUS due November 20, 2007
                                 Mandatorily Exchangeable for an Amount Payable in U.S. Dollars
                                        Based on the Performance of a Basket Composed of
                                          the AMEX China Index(SM) and Metals Commodities
                                      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 performance, as determined at maturity, of a weighted basket composed of the AMEX China Index(SM) and physical
metals commodities (aluminum, copper and zinc), each of which we refer to as a basket component.

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

o    We will not pay interest on the PLUS.

o    At maturity, you will receive an amount per PLUS based on the performance of the basket as measured by the basket
     performance factor.

     o    If the basket performance factor is greater than 0%, you will receive for each $10 principal amount of PLUS
          that you hold a payment at maturity equal to $10 plus the leveraged upside payment. The leveraged upside
          payment will equal the product of (i) $10, (ii) the basket performance factor and (iii) the leverage factor.
          The leverage factor is expected to be 145% to 155% and will be determined on the day we price the PLUS for
          initial sale to the public.

     o    If the basket performance factor is less than or equal to 0%, you will receive for each $10 principal amount
          of PLUS that you hold a payment at maturity equal to the product of (i) $10 and (ii) 1 plus the basket
          performance factor, which will be an amount that is less than or equal to the $10 principal amount of PLUS
          that you hold, and which could be significantly less than $10.

o    The basket performance factor will equal the sum of (i) the AMEX China Index performance value, (ii) the aluminum
     performance value, (iii) the copper performance value and (iv) the zinc performance value, each as measured over 23
     applicable trading days for such component beginning October 17, 2007 and ending on and including November 16,
     2007, which we refer to as the averaging period.

     o    The performance value for each basket component will equal (i) the percentage change in the basket component's
          final average value from such basket component's initial value, whether positive or negative, times (ii) the
          basket weighting for such basket component, as set forth in this pricing supplement.

          >    The initial value for each basket component will equal (x) in the case of the AMEX China Index, the
               closing value of the AMEX China Index and (y) in the case of aluminum, copper and zinc, each of which we
               refer to as a basket commodity, the per unit closing cash bid price of such basket commodity (as
               described in this pricing supplement and displayed on the relevant Reuters page) on the day we price the
               PLUS for initial sale to the public.

          >    The final average value for each basket component will equal (i) in the case of the AMEX China Index, the
               arithmetic average of the daily closing values of the AMEX China Index over the averaging period and (ii)
               in the case of each basket commodity, the arithmetic average of the daily per unit closing cash bid
               prices (as described in this pricing supplement and displayed on the relevant Reuters page) of such
               basket commodities over the averaging period, as calculated on the final averaging date.

o    Investing in the PLUS is not equivalent to investing in the basket or its components.

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

o    The CUSIP number for the PLUS is 61748U508.

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-8.

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.......................................             $                  $                          $
Total..........................................             $                  $                          $

(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 have not been and will not be registered with the Comissao de Calores Mobiliarios (The Brazilian
Securities Commission). The PLUS may not be offered or sold in the Federative Republic of Brazil ("Brazil") except in
circumstances which do not constitute a public offering or distribution under Brazilian laws and regulations.

     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.

     No action has been taken to permit an offering of the PLUS to the public in Hong Kong as the PLUS have not been
authorized by the Securities and Futures Commission of Hong Kong and, accordingly, no advertisement, invitation or
document relating to the PLUS, whether in Hong Kong or elsewhere, shall be issued, circulated or distributed which is
directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong other than (i) with
respect to the PLUS which are or 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 ("SFO") and
any rules made thereunder or (ii) in circumstances that do not constitute an invitation to the public for the purposes
of the SFO.

     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.

     The Agent and each dealer represent and agree that they will not offer or sell the PLUS nor make the PLUS the
subject of an invitation for subscription or purchase, nor will they circulate or distribute the Information Memorandum
or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of
the PLUS, whether directly or indirectly, to persons in Singapore other than:

          (a) an institutional investor (as defined in section 4A of the Securities and Futures Act (Chapter 289 of
     Singapore (the "SFA"));

          (b) an accredited investor (as defined in section 4A of the SFA), and in accordance with the conditions,
     specified in Section 275 of the SFA;

          (c) a person who acquires the PLUS for an aggregate consideration of not less than Singapore dollars Two
     Hundred Thousand (S$200,000) (or its equivalent in a foreign currency) for each transaction, whether such amount is
     paid for in cash, by exchange of shares or other assets, unless otherwise permitted by law; or

          (d) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the
     SFA.


                                                          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 performance, as determined at maturity, of a weighted basket composed of the AMEX China Index(SM) and physical
metals commodities (aluminum, copper and zinc), each of which we refer to as a basket component.

     "Performance Leveraged Upside Securities" and "PLUS" are our service marks.

     "AMEX China Index (CZH)" is a service mark of the American Stock Exchange LLC 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
                                   November 20, 2007, Mandatorily Exchangeable for an Amount Payable in U.S. Dollars
                                   Based on the Performance of a Basket Composed of the AMEX China Index and Metals
                                   Commodities, 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 basket performance factor is less than
                                   0%, 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
                                   basket. The basket performance factor is the sum of the performance values of each of
                                   the basket components, which may be positive or negative, as measured over 23
                                   applicable trading days for such component beginning October 17, 2007 to and
                                   including November 16, 2007, which we refer to as the averaging period. See
                                   "Description of PLUS--Determination Dates." The scheduled final averaging date may be
                                   postponed in the event of a market disruption event as described in "Description of
                                   PLUS--Averaging Dates and Determination of Closing Values."

The basket                         We have designed the PLUS to provide investors with exposure to the AMEX China Index
                                   and to a group of metals commodities which, we believe, are highly correlated to the
                                   Chinese economy because China is a large importer of such commodities. The following
                                   table sets forth the basket components, the initial value of the AMEX China Index and
                                   the per unit closing cash bid prices (as described below) for each of aluminum,
                                   copper and zinc, each of which we refer to as a basket commodity, the Reuters Page
                                   for each basket commodity and the percentage weighting of each basket component
                                   within the basket:


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




                                                                                   Reuters       Percentage Weight
                         Basket Component                      Initial Value         Page         of Basket Value
             ---------------------------------------------   -----------------   -----------   ---------------------
             AMEX China Index ("AMEX China Index")                                   N/A               50.000%
             High-Grade Primary Aluminum ("aluminum")                                MTLE              16.667%
             Copper-Grade A ("copper")                                               MTLE              16.667%
             Special High-Grade Zinc ("zinc")                                        MTLE              16.667%

Payment at maturity based on       At maturity, you will receive for each $10 principal amount of PLUS that you hold an
the performance of the basket      amount in cash based upon the performance of the weighted basket, as measured by the
                                   basket performance factor. The basket performance factor will equal the sum of the
                                   basket components' performance values, whether positive or negative. The payment at
                                   maturity will be determined on the final determination date as follows:

                                   o    If the basket performance factor is greater than 0%, you will receive for each
                                        $10 principal amount of PLUS that you hold a payment at maturity equal to:

                                          $10   +   the leveraged upside payment,

                                        where,

                                          leveraged upside payment = ($10 x basket performance factor x leverage factor)

                                        and

                                        basket performance factor = the sum of (i) the AMEX China Index performance
                                        value, (ii) the aluminum performance value, (iii) the copper performance value
                                        and (iv) the zinc performance value,

                                        and

                                        leverage factor = 145% to 155%, to be determined on the day we price the PLUS
                                        for initial sale to the public

                                        and where

                                                                                                            Basket
                                            Basket Component Performance Value                            Weighting
                          ------------------------------------------------------------------------      ---------------

AMEX China Index       =   final average AMEX China Index value - initial AMEX China Index value   x        .50000
performance value          ---------------------------------------------------------------------
                                              initial AMEX China Index value

aluminum               =           final average aluminum value - initial aluminum value           x        .16667
performance value                  -----------------------------------------------------
                                                  initial aluminum value

copper performance     =             final average copper value - initial copper value             x        .16667
value                                -------------------------------------------------
                                                   initial copper value

zinc performance       =               final average zinc value - initial zinc value               x        .16667
value                                  ---------------------------------------------
                                                    initial zinc value


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



                                   The performance value for each basket component will equal the percentage change,
                                   whether positive or negative, in the final average value for such basket component
                                   over its respective initial value times the basket weighting for such basket
                                   component.

                                   The initial value for each basket component will be determined on the day we price
                                   the PLUS for initial sale to the public and will be equal to, in the case of the AMEX
                                   China Index, the closing value of the AMEX China Index and, in the case of each
                                   basket commodity, the per unit closing cash bid price for the basket commodity as
                                   displayed on the relevant Reuters page on such date. The final average values for the
                                   basket components will be measured during the averaging period on each of 23
                                   scheduled New York or London trading days, as applicable, and determined on the final
                                   averaging date and will equal:

                                        (i)  in the case of the AMEX China Index, the arithmetic average of the closing
                                             values of the AMEX China Index on each New York trading day during the
                                             averaging period on which no applicable market disruption event occurs; and

                                        (ii) in the case of aluminum, copper and zinc, the arithmetic average of the per
                                             unit closing cash bid prices, respectively, as displayed on the relevant
                                             Reuters page on each London trading day during the averaging period on
                                             which no applicable market disruption event occurs.

                                   Because the performance of the basket components may not be highly correlated,
                                   negative or insufficient performance values by any one or more of the basket
                                   components could wholly offset positive performance values by other basket
                                   components.

                                   o    If the basket performance factor is less than or equal to 0%, you will receive
                                        for each $10 principal amount of PLUS that you hold a payment at maturity equal
                                        to:

                                          $10   x   one plus the basket performance factor

                                        Because the basket performance factor will be less than or equal to 0%, this
                                        payment will be less than or equal to $10.

                                   On PS-7, we have provided a graph titled "Hypothetical Payouts on the PLUS at
                                   Maturity," which illustrates the performance of the PLUS at maturity assuming a range
                                   of hypothetical basket performance factors. The graph does not show every situation
                                   that may occur.

                                   You can review a table of the historical values and related graphs of (i) the AMEX
                                   China Index for each calendar quarter in the period from March 21, 2003 through April
                                   20, 2006 and (ii) each of the Basket Commodities for each calendar quarter in the
                                   period from January 1, 2001 through April 20, 2006, and a graph of the historical
                                   performance of the basket for the period from March 21, 2003 through April 20, 2006
                                   (assuming that each of the basket components is weighted in the basket as described
                                   above) in this pricing supplement under "Description of PLUS--Historical Information"
                                   and "--Historical Graph." You cannot predict the future performance of the basket
                                   components based on their historical performance.

                                   Investing in the PLUS is not equivalent to investing in the basket or any of its
                                   components.


                                                          PS-5
========================================================================================================================



AMEX China Index                   The AMEX China Index is a stock index calculated, published and disseminated by the
                                   American Stock Exchange LLC, or AMEX, and is comprised of selected publicly traded
                                   stocks and American Depositary Receipts ("ADRs") of companies with significant
                                   exposure to the Chinese economy. The ADRs, which are quoted and traded in U.S.
                                   dollars, may trade differently than the stocks underlying the ADRs, which are quoted
                                   and traded in foreign currencies. Accordingly, investors in the PLUS will be exposed
                                   to currency exchange rate risk with respect to each of the currencies in which the
                                   underlying securities trade. For further information regarding the AMEX China Index
                                   and currency exchange rate risk, see "Risk Factors--The PLUS are subject to currency
                                   exchange risk" and "Description of PLUS--The AMEX China Index."

You may revoke your offer          We are using this pricing supplement to solicit from you an offer to purchase the
to purchase the PLUS prior         PLUS. You may revoke your offer to purchase the PLUS at any time prior to the time at
to our acceptance                  which we accept such offer by notifying the relevant agent. We reserve the right to
                                   change the terms of, or reject any offer to purchase, the PLUS prior to their
                                   issuance. In the event of any material changes to the terms of the PLUS, we will
                                   notify you.

MS & Co. will be the               We have appointed our affiliate, Morgan Stanley & Co. Incorporated or its successors,
Calculation Agent                  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 calculate the basket value on each determination
                                   date, the final average basket value, the percentage change in the basket and the
                                   payment to you at maturity, whether a market disruption event has occurred and, under
                                   certain circumstances, will calculate the closing values of the basket components.

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 January 25, 2006 and prospectus dated
                                   January 25, 2006. We describe the basic features of this type of note in the sections
                                   of the prospectus supplement called "Description of Notes" and in the section of the
                                   prospectus called "Description of Securities."

                                   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 equity-linked notes such as these
                                   may differ from that of investments in ordinary debt securities or common stock. 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-6
========================================================================================================================



                                      HYPOTHETICAL PAYOUTS ON THE PLUS AT MATURITY

     For each PLUS, the following graph illustrates the payout on the PLUS at maturity for a range of hypothetical
percentage changes in the basket performance factor. The PLUS Zone illustrates the leveraging effect of the leverage
factor. The graph is based on the following hypothetical terms:

     o    Issue Price per PLUS: $10.00

     o    Hypothetical Leverage Factor: 150%

     Where the basket performance factor is greater than 0%, the payouts on the PLUS at maturity reflected in the graph
below are equal to $10 plus the leveraged upside payment. Where the basket performance factor is less than or equal to
0%, the payouts on the PLUS at maturity reflected in the graph below are equal to $10 multiplied by 1 plus the basket
performance factor and are consequently amounts less than the $10 principal amount of each PLUS.

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



                                                      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. 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 basket performance factor,
                                   which is equal to the sum of the performance values of each of the basket components.
                                   If the basket performance factor is greater than 0%, you will receive an amount in
                                   cash equal to $10 plus the leveraged upside payment. If the basket performance factor
                                   is exactly 0%, you will receive $10. If the basket performance factor is less than
                                   0%, you will receive an amount in cash at maturity that is less than the $10 issue
                                   price of each PLUS by an amount proportionate to the decrease in the value of the
                                   basket. See "Hypothetical Payouts on the PLUS at Maturity" on PS-7.

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

                                        o    the volatility (frequency and magnitude of changes in value) of each of the
                                             basket components

                                        o    trends of supply and demand for each of the basket commodities

                                        o    interest and yield rates in the market

                                        o    geopolitical conditions and economic, financial, political, regulatory or
                                             judicial events that affect the basket components or stock and commodities
                                             markets generally and which may affect the final values of the basket
                                             components

                                        o    the time remaining until the PLUS mature

                                        o    our creditworthiness

                                   Some or all of these factors will influence the price that 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 issue price if the values of the basket components at
                                   the time of sale are at or below their initial values or if market interest rates
                                   rise. You


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



                                   cannot predict the future performance of any of the basket components based on their
                                   historical performance. The basket performance factor may be negative so that you
                                   will receive at maturity an amount that is less than the $10 principal amount of each
                                   PLUS by an amount proportionate to the decrease in the basket performance factor. In
                                   addition, there can be no assurance that the basket performance factor 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, if
and projected profit from          any, at which MS & Co. is willing to purchase PLUS in secondary market transactions
hedging in the original issue      will likely be lower than the original issue price, since the original issue price
price is likely to adversely       included, and secondary market prices are likely to exclude, commissions paid with
affect secondary market prices     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.

Potential risks of investing       The underlying stocks that constitute the AMEX China Index have been issued by
in a security linked to            companies in various Asian countries. Investments in securities indexed to the value
foreign shares                     of such foreign equity securities involve risks associated with the securities market
                                   in those countries, including risks of volatility in those markets, governmental
                                   intervention in those markets and cross-shareholdings in companies in certain
                                   countries. Also, there is less publicly available information about companies in some
                                   of these jurisdictions than about U.S. companies that are subject to the reporting
                                   requirements of the United States Securities and Exchange Commission, and generally
                                   foreign companies are subject to accounting, auditing and financial reporting
                                   standards and requirements and securities trading rules different from those
                                   applicable to U.S. reporting companies.

                                   The prices of securities in Asia may be affected by political, economic, financial
                                   and social factors in such jurisdictions, including changes in a country's
                                   government, economic and fiscal policies and currency exchange laws. Moreover, the
                                   economies in such countries may differ favorably or unfavorably from the economy in
                                   the United States in such respects as growth of gross national product, rate of
                                   inflation, capital reinvestment, resources and self-sufficiency. Such countries may
                                   be subjected to different and, in some cases, more adverse economic environments,
                                   like the recession experienced in the recent past by the Japanese economy and certain
                                   other Asian economies.

The PLUS are subject to            The AMEX China Index is comprised of selected publicly traded stocks and ADRs. ADRs,
currency exchange risk             which are quoted and traded in U.S. dollars, may trade differently from their
                                   underlying common stock, which is quoted and traded in foreign currencies.
                                   Fluctuations in the exchange rate between these foreign currencies and the U.S.
                                   dollar may affect the U.S. dollar equivalent of the foreign currency prices of the
                                   common stock underlying these ADRs on their respective stock exchanges and, as a
                                   result, may affect the market price of the ADRs underlying the AMEX China Index,
                                   which may consequently affect the market value of the PLUS and the supplemental
                                   redemption amount, if any, you may receive at maturity of the PLUS.

                                   Of particular importance to potential currency exchange risk are:

                                   o    existing and expected rates of inflation

                                   o    existing and expected interest rate levels

                                   o    the balance of payments

                                   o    the extent of governmental surpluses or deficits in the relevant foreign
                                        countries and the United States of America


                                                          PS-9
========================================================================================================================



                                   All of these factors are in turn sensitive to the monetary, fiscal and trade policies
                                   pursued by the governments of various foreign countries and the United States and
                                   other countries important to international trade and finance.

There are risks associated         Because of less developed financial markets and economies, the risk of investments
with investments linked to         linked to foreign securities can be intensified in the case of investments linked to
companies doing business in        issuers domiciled or doing substantial business in emerging market countries. These
emerging markets                   risks include: high concentration of market capitalization and trading volume in a
                                   small number of issuers representing a limited number of industries, as well as a
                                   high concentration of investors and financial intermediaries; political and social
                                   uncertainties; over-dependence on exports, especially with respect to primary
                                   commodities, making these economies vulnerable to changes in commodity prices;
                                   over-burdened infrastructure and obsolete or unseasoned financial systems;
                                   environmental problems; and less reliable custodial services and settlement
                                   practices.

Adjustments to the AMEX China      The American Stock Exchange LLC, or AMEX, is responsible for calculating and
Index could adversely affect       maintaining the AMEX China Index. AMEX can add, delete or substitute the stocks
the value of the PLUS              underlying the AMEX China Index or make other methodological changes that could
                                   change the value of the AMEX China Index. Any of these actions could adversely affect
                                   the value of the PLUS.

                                   AMEX may discontinue or suspend calculation or publication of the AMEX China 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 AMEX China 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 over the averaging period of the stocks underlying the AMEX China Index at the
                                   time of such discontinuance, without rebalancing or substitution, computed by the
                                   calculation agent in accordance with the formula for calculating the AMEX China Index
                                   last in effect prior to discontinuance of the AMEX China Index.

Prices for the basket              Prices for the basket commodities are affected by a variety of factors, including
commodities may change             changes in supply and demand relationships, governmental programs and policies,
unpredictably and affect           national and international political and economic events, wars and acts of terror,
the value of the PLUS in           changes in interest and exchange rates, trading activities in commodities and related
unforeseeable ways                 contracts, weather, and agricultural, trade fiscal, monetary and exchange control
                                   policies. The price volatility of each basket commodity also affects the value of the
                                   futures and forward contracts related to that basket commodity and therefore its
                                   price at any such time. These factors may affect the prices for the basket
                                   commodities and the value of your PLUS in varying ways and may cause the prices of
                                   the basket commodities to move in inconsistent directions and at inconsistent rates.

Commodities prices are             The prices of aluminum, copper and zinc are primarily affected by the global demand
volatile and are affected by       for and supply for such metals, but are also influenced significantly from time to
numerous factors specific to       time by speculative actions and by currency exchange rates. Demand for metals is
each market                        significantly influenced by the level of global industrial economic activity. An
                                   additional, but highly volatile, component of demand is adjustments to inventory in
                                   response to changes in economic activity and/or pricing levels. There may be
                                   substitutes for various metals, including those within the basket, in various
                                   applications. Their availability and price will also affect demand for the metals.


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



                                   High-Grade Primary Aluminum

                                   Industrial sectors which are particularly important to demand for aluminum include
                                   the automobile, packaging and construction sectors. The supply of aluminum is widely
                                   spread around the world, and the principal factor dictating the smelting of such
                                   aluminum is the ready availability of inexpensive power. The supply of aluminum is
                                   also affected by current and previous price levels, which will influence investment
                                   decisions in new smelters. Other factors influencing supply include droughts,
                                   transportation problems and shortages of power and raw materials.

                                   Copper-Grade A

                                   Industrial sectors which are particularly important to demand for copper include the
                                   electrical and construction sectors. In recent years demand has been supported by
                                   strong consumption from newly industrializing countries due to their copper-intensive
                                   economic growth and infrastructure development. Apart from the United States, Canada
                                   and Australia, the majority of copper concentrate supply (the raw material) comes
                                   from outside the Organization for Economic Cooperation and Development countries. In
                                   previous years, copper supply has been affected by strikes, financial problems and
                                   terrorist activity.

                                   Special High-Grade Zinc

                                   The galvanized steel industrial sector is particularly important to demand for zinc
                                   given that the use of zinc in the manufacture of galvanized steel accounts for a
                                   significant percentage of world-wide zinc demand. The galvanized steel sector is in
                                   turn heavily dependent on the automobile and construction sectors. Growth in the
                                   production of galvanized steel will drive zinc demand. The supply of zinc concentrate
                                   (the raw material) is dominated by Australia, North America and Latin America. The
                                   supply of zinc is also affected by current and previous price levels, which will
                                   influence investment decisions in new mines and smelters. Low prices for zinc in the
                                   early 1990s tended to discourage such investments.

Changes in the value of one        Value movements in the basket components may not correlate with each other. At a time
or more of the basket              when the value of one basket component increases, the value of the other basket
components may offset each         components may not increase as much, or may even decline in value. Therefore, in
other                              calculating the basket components' performance values and the basket performance
                                   factor on the final averaging date, increases in the value of one basket component
                                   may be moderated, or wholly offset, by lesser increases or declines in the value of
                                   other basket components. Furthermore, the basket is not equally weighted among the
                                   basket components. Significant decreases in the value of a more heavily weighted
                                   basket component could moderate or wholly offset increases in the values of the less
                                   heavily weighted basket components.

                                   You can review a table of the historical values and related graphs of (i) the AMEX
                                   China Index for each calendar quarter in the period from March 21, 2003 through April
                                   20, 2006 and (ii) each of the Basket Commodities for each calendar quarter in the
                                   period from January 1, 2001 through April 20, 2006, and a graph of the historical
                                   performance of the basket for the period from March 21, 2003 through April 20, 2006
                                   (assuming that each of the basket components is weighted in the basket as described
                                   above) in this pricing supplement under "Description of PLUS--Historical Information"
                                   and "--Historical Graph." You cannot predict the future performance of any of the
                                   basket components or of the basket as a whole based on historical performance. In
                                   addition, there can be no assurance that the basket performance factor will be
                                   greater than 0% so that you will receive at maturity an amount in excess of the
                                   principal amount of the PLUS. If the basket performance factor is less than 0%, you
                                   will receive at maturity an amount that is less than the amount of your original
                                   investment in the PLUS, and which could be significantly less.


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



Suspension or disruptions of       The commodities markets are subject to temporary distortions or other disruptions due
market trading in the basket       to various factors, including the lack of liquidity in the markets, the participation
commodities and related            of speculators and government regulation and intervention. These circumstances could
futures markets may adversely      adversely affect the prices of the basket commodities and, therefore, the value of
affect the value of the PLUS       the PLUS.

There are risks relating to        The closing cash bid prices of the three basket commodities--copper, aluminum and
trading of commodities on          zinc--will be determined by reference to the per unit U.S. dollar cash bid prices of
the London Metal Exchange          contracts traded on the London Metal Exchange, which we refer to as the LME. The LME
                                   is a principals' market which operates in a manner more closely analogous to the
                                   over-the-counter physical commodity markets than regulated futures markets. For
                                   example, there are no daily price limits on the LME, which would otherwise restrict
                                   the extent of daily fluctuations in the prices of LME contracts. In a declining
                                   market, therefore, it is possible that prices would continue to decline without
                                   limitation within a trading day or over a period of trading days. In addition, a
                                   contract may be entered into on the LME calling for delivery on any day from one day
                                   to three months following the date of such contract and for monthly delivery in any
                                   of the next 16 to 24 months (depending on the commodity) following such third month,
                                   in contrast to trading on futures exchanges, which call for delivery in stated
                                   delivery months. As a result, there may be a greater risk of a concentration of
                                   positions in LME contracts on particular delivery dates, which in turn could cause
                                   temporary aberrations in the prices of LME contracts for certain delivery dates.

                                   If such aberrations occur on the averaging dates, the per unit closing bid prices
                                   used to determine the final average values of the basket commodities and,
                                   consequently, any payment at maturity, could be adversely affected.

The economic interests of          The economic interests of the calculation agent and other of our affiliates are
the calculation agent and          potentially adverse to your interests as an investor in the PLUS.
other of our affiliates
are potentially adverse            As calculation agent, MS & Co. will determine the initial value and final average
to your interests                  value of each basket component, the performance values of each basket component and
                                   the basket performance factor 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
                                   closing value in the event of a market disruption event, may affect the payout to you
                                   at maturity. See the sections of this pricing supplement called "Description of
                                   PLUS--Market Disruption Event" and "--Discontinuance of the AMEX China 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           As a holder of the PLUS, you will not have rights that holders of exchange-traded
not equivalent to investing        futures on the basket commodities may have. Furthermore, investing in the PLUS is not
in the basket components           equivalent to investing in the AMEX China Index or its component stocks. As an
                                   investor in the PLUS, you will not have voting rights or rights to receive dividends
                                   or other distributions or any other rights with respect to the stocks that underlie
                                   the AMEX China Index.


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



Hedging and trading activity       MS & Co. and other affiliates of ours will carry out hedging activities related to
by the calculation agent and       the PLUS (and to other instruments linked to the AMEX China Index or its component
its affiliates could               stocks or to the basket commodities), including trading in the stocks and ADRs
potentially affect the             underlying the AMEX China Index as well as in other instruments related to the AMEX
value of the PLUS                  China Index and futures and options contracts on the basket commodities as well as
                                   other instruments related to the basket commodities. MS & Co. and some of our other
                                   subsidiaries also trade the stocks and ADRs underlying the AMEX China Index, other
                                   financial instruments related to the AMEX China Index, the basket commodities, and
                                   other instruments related to the basket commodities 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 the day we price the PLUS for initial sale to the public
                                   could potentially increase the initial values of the basket components and,
                                   therefore, the values at which the basket components must close during the averaging
                                   period 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 values of the basket components during the
                                   averaging period and, accordingly, the amount of cash you will receive at maturity.

Although the U.S. federal          Although the U.S. federal income tax consequences of an investment in the PLUS are
income tax consequences of an      uncertain, the PLUS generally should be treated as a single financial contract that
investment in the PLUS are         is an "open transaction" for U.S. federal income tax purposes.
uncertain, the PLUS generally
should be treated as a single      Please read the discussion under "United States Federal Income Taxation" in this
financial contract that is an      pricing supplement concerning the U.S. federal tax consequences of investing in the
"open transaction" for U.S.        PLUS. If the Internal Revenue Service (the "IRS") were successful in asserting an
federal income tax purposes.       alternative characterization for the PLUS, the timing and character of income on the
                                   PLUS might 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.

                                   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 advisors regarding all aspects of the U.S.
                                   federal 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-13
========================================================================================================================



                                                   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 November 20, 2007, Mandatorily Exchangeable for an Amount
Payable in U.S. Dollars Based on the Performance of a Basket Composed of the AMEX China Index and Metals Commodities. In
this pricing supplement, the terms "we," "us" and "our" refer to Morgan Stanley.

Aggregate Principal Amount........ $

Original Issue Date
  (Settlement Date)............... May   , 2006

Maturity Date..................... November 20, 2007

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

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

CUSIP Number...................... 61748U508

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

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

Basket............................ The following table sets forth the Basket Components, the Reuters Page for each
                                   Basket Commodity and the Basket Weighting of each Basket Component in the Basket:

                                                                                                     Basket
                                         Basket Components                            Reuters Page  Weighting
                             -------------------------------------------------------  ------------  ---------
                             AMEX China Index ("AMEX China Index")                         N/A       50.000%
                             High-Grade Primary Aluminum ("Aluminum")                      MTLE      16.667%
                             Copper-Grade A ("Copper")                                     MTLE      16.667%
                             Special High-Grade Zinc ("Zinc")                              MTLE      16.667%

Basket Commodity.................. Any of the following Basket Components: Aluminum, Copper and Zinc.

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 Basket
                                   Performance Factor is greater than 0%, $10 plus the Leveraged Upside Payment or (ii)
                                   if the Basket Performance Factor is less than or equal to 0%, $10 times 1 plus the
                                   Basket Performance Factor.

                                   We shall, or shall cause the Calculation Agent to, (i) provide written notice to the
                                   Trustee and to The Depositary 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-14
========================================================================================================================



Leveraged Upside Payment ......... The product of (i) $10 and (ii) the Basket Performance Factor and (iii) the Leverage
                                   Factor.

Leverage Factor .................. The Leverage Factor is expected to be 145% to 155% and will be determined on the day
                                   we price the PLUS for initial sale to the public.

Basket Performance Factor..........The Basket Performance Factor is a percentage that is the sum of the Performance
                                   Values for each of the Basket Components. The Basket Performance Factor is described
                                   by the following formula:

                                                      AMEX China Index Performance Value
                                                                       +
                                                          Aluminum Performance Value
                                                                       +
                                                           Copper Performance Value
                                                                       +
                                                            Zinc Performance Value

                                   In certain circumstances, the Basket Performance Factor will be based on an alternate
                                   calculations of the Final Average Values for the Basket Components, as described
                                   under "--Fallback Reference Dealer Determination" and "--Discontinuance of the AMEX
                                   China Index; Alteration of Method of Calculation."

AMEX China Index
  Performance Value............... The AMEX China Index Performance Value is (i) a fraction, the numerator of which will
                                   be the Final Average AMEX China Index Value minus the Initial AMEX China Index Value
                                   and the denominator of which will be the Initial AMEX China Index Value, times (ii)
                                   the AMEX China Basket Weighting. The AMEX China Index Performance Value is described
                                   by the following formula, and will be determined on the applicable final Averaging
                                   Date:

                               (Final Average AMEX China Index Value - Initial AMEX China Index
                               ----------------------------------------------------------------   x  .50000 Value)
                                               Initial AMEX China Index Value

Initial AMEX China Index Value....              , the AMEX China Closing Value on the day we price the PLUS for initial
                                   sale to the public.

Final Average AMEX China
  Index Value..................... The arithmetic average of the AMEX China Closing Values or the closing values for any
                                   Successor Index (as defined under "--Discontinuance of the AMEX China Index;
                                   Alteration of Method of Calculation" below) on each of the Averaging Dates, as
                                   calculated by the Calculation Agent on the applicable final Averaging Date, subject
                                   to the occurrence of a Market Disruption Event as described below in "--Averaging
                                   Dates and Determination of Closing Values." In certain circumstances, such closing
                                   values will be based on the alternate calculation of the AMEX China Index described
                                   under "--Discontinuance of the AMEX China Index; Alteration of Method of
                                   Calculation."

AMEX China Closing Value.......... The closing value of the AMEX China Index or any Successor Index published at the
                                   regular weekday close of trading on any New York Trading Day.


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



Aluminum Performance Value........ The Aluminum Performance Value is (i) a fraction, the numerator of which will be the
                                   Final Average Aluminum Value minus the Initial Aluminum Value and the denominator of
                                   which will be the Initial Aluminum Value, times (ii) the Aluminum Basket Weighting.
                                   The Aluminum Performance Value is described by the following formula, and will be
                                   determined on the applicable final Averaging Date:

                                     (Final Average Aluminum Value - Initial Aluminum Value)
                                   -----------------------------------------------------------   x    .16667
                                                     Initial Aluminum Value

Initial Aluminum Value............        , the official closing cash bid price per metric ton of High-Grade Primary
                                   Aluminum on the London Metal Exchange ("LME"), stated in U.S. dollars, as determined
                                   by the LME and displayed on the applicable Reuters Page under the heading "LME Daily
                                   Official Prices" on the day we price the PLUS for initial sale to the public.

Final Average Aluminum Value...... The arithmetic average of the official closing cash bid prices per metric ton of
                                   High-Grade Primary Aluminum on the LME, stated in U.S. dollars, as determined by the
                                   LME and displayed on the applicable Reuters Page under the heading "LME Daily
                                   Official Prices" (each, an "Aluminum Closing Value") on each of the Averaging Dates,
                                   as calculated by the Calculation Agent on the applicable final Averaging Date,
                                   subject to the occurrence of a Market Disruption Event as described below in
                                   "--Averaging Dates and Determination of Closing Values."

Copper Performance Value.......... The Copper Performance Value is (i) a fraction, the numerator of which will be the
                                   Final Average Copper Value minus the Initial Copper Value and the denominator of
                                   which will be the Initial Copper Value, times (ii) the Copper Basket Weighting. The
                                   Copper Performance Value is described by the following formula, and will be
                                   determined on the applicable final Averaging Date:

                                       (Final Average Copper Value - Initial Copper Value)
                                     -------------------------------------------------------  x  .16667
                                                       Initial Copper Value

Initial Copper Value..............           , the official closing cash bid price per metric ton of Copper-Grade A on
                                   the LME, stated in U.S. dollars, as determined by the LME and displayed on the
                                   applicable Reuters Page under the heading "LME Daily Official Prices" on the day we
                                   price the PLUS for initial sale to the public.

Final Average Copper Value........ The arithmetic average of the official closing cash bid prices per metric ton of
                                   Copper-Grade A on the LME, stated in U.S. dollars, as determined by the LME and
                                   displayed on the applicable Reuters Page under the heading "LME Daily Official
                                   Prices" (each, a "Copper Closing Value") on each of the Averaging Dates, as
                                   calculated by the Calculation Agent on the final applicable Averaging Date, subject
                                   to the occurrence of a Market Disruption Event as described below in "--Averaging
                                   Dates and Determination of Closing Values."


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



Zinc Performance Value............ The Zinc Performance Value is (i) a fraction, the numerator of which will be the
                                   Final Average Zinc Value minus the Initial Zinc Value and the denominator of which
                                   will be the Initial Zinc Value, times (ii) the Zinc Basket Weighting. The Zinc
                                   Performance Value is described by the following formula, and will be determined on
                                   the final applicable Averaging Date:

                                       (Final Average Zinc Value - Initial Zinc Value)
                                     ---------------------------------------------------  x  .16667
                                                  Initial Zinc Strike Value

Initial Zinc Value................         , the official closing cash bid price per metric ton of Special High-Grade
                                   Zinc on the LME, stated in U.S. dollars, as determined by the LME and displayed on
                                   the applicable Reuters Page under the heading "LME Daily Official Prices" on the day
                                   we price the PLUS for initial sale to the public.

Final Average Zinc Value.......... The arithmetic average of the official cash bid prices per metric ton of Special
                                   High-Grade Zinc on the LME, stated in U.S. dollars, as determined by the LME and
                                   displayed on the applicable Reuters Page under the heading "LME Daily Official
                                   Prices" (each, a "Zinc Closing Value") on each of the Averaging Dates, as calculated
                                   by the Calculation Agent on the final applicable Averaging Date, subject to the
                                   occurrence of a Market Disruption Event as described below in "--Averaging Dates and
                                   Determination of Closing Values."

Closing Values.................... The AMEX China Closing Value, the Aluminum Closing Value, the Copper Closing Value
                                   and the Zinc Closing Value, each as determined on any Averaging Date.

Averaging Dates and
  Determination of Closing
  Values.......................... With respect to each Basket Component separately, each of 23 Component Trading Days
                                   during the Averaging Period on which no Market Disruption Event occurs; provided
                                   that, if a Market Disruption Event occurs on any Averaging Date with respect to any
                                   Basket Component (a "Component Non-averaging Date"), then no Closing Value with
                                   respect to such Basket Component shall be determined for such date and the
                                   Calculation Agent will instead determine the Closing Value for such Component
                                   Non-averaging Date on the next succeeding Averaging Date for such Basket Component on
                                   which no Market Disruption Event occurs; provided further that if five successive
                                   Component Non-averaging Dates occur, the Calculation Agent shall determine a Closing
                                   Value on the next succeeding Component Trading Day notwithstanding the occurrence of
                                   a Market Disruption Event on such Component Trading Day. If the Calculation Agent
                                   must determine a Closing Value on such Component Trading Day notwithstanding the
                                   occurrence of a Market Disruption Event, it shall do so in accordance with the third
                                   paragraph of "--Discontinuance of the AMEX China Index; Alteration of Method of
                                   Calculation" below, in the case of the AMEX China Index, and in accordance with
                                   "--Fallback Reference Dealer Determination" below, in the case of the Basket
                                   Commodities, and such Closing Value as so determined shall be the Closing Value for
                                   the purposes of each of the five preceding Component Non-averaging


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



                                   Dates. With respect to any Basket Component, in the event fewer than the remaining
                                   required Averaging Dates for such Basket Component remain before and including the
                                   final Averaging Date due to Market Disruption Events or otherwise, the final
                                   Averaging Date for such Basket Component will be postponed by up to five scheduled
                                   Component Trading Days, as applicable.

Averaging Period.................. The period beginning on and including October 17, 2007 to and including November 16,
                                   2007.

Component Trading Day............. In the case of (i) the AMEX China Index, each New York Trading day and (ii) in the
                                   case of Aluminum, Copper and Zinc, each London Trading Day.

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

London Trading Day ............... A day, as determined by the Calculation Agent, on which trading is generally
                                   conducted on the London Stock Exchange and the LME.

Fallback Reference Dealer
  Determination................... The Calculation Agent will determine the relevant Basket Commodity Closing Value by
                                   requesting the principal office of each of the four leading dealers in the relevant
                                   Basket Commodity market, selected by the Calculation Agent, to provide a quotation
                                   for the relevant Basket Commodity Closing Value. If at least three such quotations
                                   are provided as requested, the relevant Basket Commodity Closing Value shall be the
                                   arithmetic mean of such quotations. If fewer than three quotations are provided as
                                   requested, the relevant Basket Commodity Closing Value shall be determined by the
                                   Calculation Agent in its sole and absolute discretion (acting in good faith) taking
                                   into account any information that it deems relevant. If any relevant Basket Commodity
                                   Closing Value as quoted on its respective Reuters Page is modified so that such
                                   Closing Value is a fraction of what it would have been if it had not been modified
                                   (e.g., if the per unit closing price is adjusted to account for a different per unit
                                   size), then the Calculation Agent will adjust such Closing Value in order to arrive
                                   at a Closing Value as if it had not been modified (e.g., as if such unit size had not
                                   changed).

Market Disruption Event........... Market Disruption Event means:

                                   (a)  with respect to the AMEX China Index:

                                             (i) the occurrence or existence of a suspension, absence or material
                                             limitation of trading of securities then constituting 20 percent or more of
                                             the level of the AMEX China Index (or the Successor Index) on the Relevant
                                             Exchanges for such securities for more than two hours of trading or during
                                             the one-half hour period preceding the close of the principal trading
                                             session on such Relevant Exchange; or a breakdown


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



                                             or failure in the price and trade reporting systems of any Relevant
                                             Exchange as a result of which the reported trading prices for securities
                                             then constituting 20 percent or more of the level of the AMEX China 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 AMEX China 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 (a)(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; and

                                   (b)  with respect to any Basket Commodity:

                                             (i) any of Price Source Disruption, Trading Suspension, Disappearance of
                                             Basket Commodity Reference Price and Tax Disruption; and

                                             (ii) a determination by the Calculation Agent in its sole discretion that
                                             any event described in clause (b)(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 with respect
                                   to the AMEX China Index at any time, if trading in a security included in the AMEX
                                   China Index is materially suspended or materially limited at that time, then the
                                   relevant percentage contribution of that security to the level of the AMEX China
                                   Index shall be based on a comparison of (x) the portion of the value of the AMEX
                                   China Index attributable to that security relative to (y) the overall value of the
                                   AMEX China Index, in each case immediately before that suspension or limitation.

                                   For the purpose of determining whether a Market Disruption Event with respect to the
                                   AMEX China Index 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


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



                                   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 AMEX China Index
                                   by the primary securities market trading in such contracts by reason of (a) a price
                                   change exceeding limits set by such securities exchange or market, (b) an imbalance
                                   of orders relating to such contracts or (c) a disparity in bid and ask quotes
                                   relating to such contracts will constitute a suspension, absence or material
                                   limitation of trading in futures or options contracts related to the AMEX China 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 AMEX China 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:

                                   (a) with respect to the AMEX China Index, the primary exchange or market of trading
                                   for any security (or any combination thereof) then included in the AMEX China Index
                                   or any Successor Index; and

                                   (b) with respect to any Basket Commodity, the exchange or principal trading market
                                   which serves as the source of prices for such Basket Commodity and any principal
                                   exchanges where options or futures contracts on such commodities are traded.

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


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



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 billionth, with five ten-billionths rounded upward (e.g., .8765432105
                                   would be rounded to .876543211); 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 values, final average values
                                   and performance values of the basket components and the basket performance factor, or
                                   whether a Market Disruption Event has occurred. See "--Market Disruption Event" and
                                   "--Adjustments to the Exchange Ratios" below. MS & Co. is obligated to carry out its
                                   duties and functions as Calculation Agent in good faith and using its reasonable
                                   judgment.

Reuters Page...................... The display page so designated on the Reuters Monitor Money Rates Service ("Reuters")
                                   as designated in "--Basket" above or any other display page that may replace that
                                   display page on Reuters and any successor service thereto. If any Closing Value for
                                   any Basket Commodity as displayed on its respective Reuters Page is modified so that
                                   such Closing Value is a fraction of what it would have been if it had not been
                                   modified (e.g., if the Closing Value is adjusted to account for a different per unit
                                   size), then the Calculation Agent will adjust such Closing Value in order to arrive
                                   at a Closing Value as if it had not been modified (e.g., as if such unit size had not
                                   changed).

Price Source Disruption........... Price Source Disruption means either (i) the failure of Reuters to announce or
                                   publish the relevant price specified in this pricing supplement for the relevant
                                   Basket Commodity or (ii) the failure of the LME to publish the relevant price
                                   specified in this pricing supplement or (iii) the temporary or permanent
                                   discontinuance or unavailability of the Reuters Page.

Trading Suspension................ Trading Suspension means the material suspension of trading in a Basket Commodity or
                                   futures contracts related to such Basket Commodity on the Relevant Exchange for such
                                   Basket Commodity.


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



Disappearance of Basket
  Commodity Reference Price....... Disappearance of Basket Commodity Reference Price means either (i) the failure of
                                   trading to commence, or the permanent discontinuance of trading, in a Basket
                                   Commodity or futures contracts related to such Basket Commodity on the Relevant
                                   Exchange for such Basket Commodity or (ii) the disappearance of, or of trading in,
                                   the relevant Basket Commodity.

Tax Disruption.................... Tax Disruption means the imposition of, change in or removal of an excise, severance,
                                   sales, use, value-added, transfer, stamp, documentary, recording or similar tax on,
                                   or measured by reference to, a Basket Commodity (other than a tax on, or measured by
                                   reference to overall gross or net income) by any government or taxation authority
                                   after the date of this pricing supplement, if the direct effect of such imposition,
                                   change or removal is to raise or lower the price on any day that would otherwise be a
                                   Determination Date from what it would have been without that imposition, change or
                                   removal.

Discontinuance of the AMEX
  China Index; Alteration of
  Method of Calculation........... If AMEX discontinues publication of the AMEX China Index and AMEX or another entity
                                   (including MS & Co.) publishes a successor or substitute index that MS & Co., as the
                                   Calculation Agent, determines, in its sole discretion, to be comparable to the
                                   discontinued AMEX China Index (such index being referred to herein as a "Successor
                                   Index"), then any subsequent AMEX China Closing Value will be determined by reference
                                   to the published value of such Successor Index at the regular weekday close of
                                   trading on the New York Trading Day that any AMEX China 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 AMEX discontinues publication of the AMEX China Index prior to, and such
                                   discontinuance is continuing on, any Averaging 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 AMEX China Closing Value for
                                   such date and any succeeding Averaging Date(s). The AMEX China Closing Value will be
                                   computed by the Calculation Agent in accordance with the formula for calculating the
                                   AMEX China 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 AMEX China


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



                                   Index without any rebalancing or substitution of such securities following such
                                   discontinuance. Notwithstanding these alternative arrangements, discontinuance of the
                                   publication of the AMEX China Index may adversely affect the value of the PLUS.

                                   If at any time the method of calculating the AMEX China Index or a Successor Index,
                                   or the value thereof, is changed in a material respect, or if the AMEX China 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 AMEX
                                   China 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 AMEX China 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 AMEX China 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 AMEX China Index Performance Value with reference to the AMEX
                                   China Index or such Successor Index, as adjusted. Accordingly, if the method of
                                   calculating the AMEX China 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 AMEX China Index or such Successor Index
                                   as if it had not been modified (e.g., as if such split had not occurred).

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 as
                                   though the Closing Values of the Basket Components for any Averaging Date(s)
                                   scheduled to occur on or after such date of acceleration were the Closing Values of
                                   the Basket Components on the date of acceleration.

                                   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 AMEX China Index.............. We have derived all information contained in this pricing supplement regarding the
                                   AMEX China Index, which we refer to as the "Index," including, without limitation,
                                   its make-up, method of calculation and changes in its components, from publicly
                                   available information. Such information reflects the policies of, and is subject to
                                   change by the AMEX. The Index was developed

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



                                   by AMEX and is calculated, maintained and published by the AMEX. We make no
                                   representation or warranty as to the accuracy or completeness of such information.

                                   The Index is a modified equal weighted index comprised of selected publicly traded
                                   stocks and American Depositary Receipts ("ADRs") of companies with significant
                                   exposure to the Chinese economy. The Index divisor was initially determined to yield
                                   a benchmark value of 100.00 at the close of trading on December 19, 2003. The Index
                                   is calculated and maintained by the AMEX. Similar to other stock indices calculated
                                   by the AMEX, the value of the Index will be disseminated every 15 seconds over the
                                   Consolidated Tape Association's Network B between the hours of approximately 9:30am
                                   and 4:15pm.

                                   The following is a list of companies currently included in the Index as of April 18,
                                   2006, their approximate weightings in the Index as of such date and their trading
                                   symbols:

                                                     Company                     Weight        Ticker
                                                     -------                     ------        ------
                                     CNOOC Ltd.                                   8.70%         CEO
                                     China Telecom CP Ltd.                        8.37%         CHA
                                     Chinadotcom Corp.                            1.89%        CHINA
                                     China Mobile HGK Ltd.                       16.82%         CHL
                                     China Unicom Ltd.                            6.34%         CHU
                                     China Yuchai Intl. Lt.                       2.25%         CYD
                                     Huaneng Power International Inc.             6.81%         HNP
                                     Nam Tai Electronics                          1.92%         NTE
                                     Netease.com                                  5.93%         NTES
                                     PetroChina Co. Ltd.                         15.91%         PTR
                                     Sina Corporation                             6.13%         SINA
                                     Shanda Interactive Entertainment Ltd         5.88%         SNDA
                                     China Petroleum and Chemical Corp.           8.97%         SNP
                                     Sohu.com Inc.                                2.10%         SOHU
                                     Utstarcom Inc.                               1.97%         UTSI

                                   Eligibility Criteria for Index Components

                                   The Index includes companies whose business is focused in the People's Republic of
                                   China and are listed for trading on the New York Stock Exchange, American Stock
                                   Exchange, or quoted on the NASDAQ National Market. To be included in the Index
                                   companies must have a market capitalization greater than $75 million and have at
                                   least 1,000,000 traded volume over each of the last six months.

                                   Index Calculation

                                   The Index is calculated using a modified equal weight methodology. Each security is
                                   placed in to one of three tiers, top five and bottom five by market capitalization
                                   and those securities that are between the top and bottom. The top five securities are
                                   weighted such that the two with the largest market capitalization are set to fifteen
                                   percent (15%) and the next three are set to nine percent (9%), representing a
                                   combined fifty-seven percent (57%)


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



                                   of the Index. The bottom five securities are equally weighted to represent ten
                                   percent (10%) of the Index or two percent each (2%). The securities not in the top
                                   five or bottom five are equally weighted to represent thirty-three percent (33%) of
                                   the Index.

                                   Quarterly Updates to the Index

                                   Changes to the Index compositions and/or the component share weights in the Index
                                   typically take effect after the close of trading on third Friday of each calendar
                                   quarter month in connection with the quarterly index rebalance. At the time of the
                                   Index quarterly rebalance, the weights for the components stocks (taking into account
                                   expected component changes and share adjustments), are modified in accordance with
                                   the following procedures. The Index is reviewed quarterly to ensure that at least 90%
                                   of the Index weight is accounted for by components that continue to represent the
                                   universe of stocks that meet the initial Index requirements. The AMEX may at any time
                                   and from time to time change the number of stocks comprising the group by adding or
                                   deleting one or more stocks, or replace one or more stocks contained in the group
                                   with one or more substitute stocks of its choice, if in the Exchange's discretion
                                   such addition, deletion or substitution is necessary or appropriate to maintain the
                                   quality and/or character of the index to which the group relates. In conjunction with
                                   the quarterly review, the share weights used in the calculation of the Index are
                                   determined based upon current shares outstanding modified, if necessary, to provide
                                   greater Index diversification, as described in the Index Calculation section above.
                                   The Index components and their share weights are determined on the Wednesday prior to
                                   the third Friday of March, June, September, and December. The share weight of each
                                   component stock in the Index portfolio remains fixed between quarterly reviews except
                                   in the event of certain types of corporate actions such as stock splits, reverse
                                   stock splits, stock dividends, or similar events. The share weights used in the Index
                                   calculation are not typically adjusted for shares issued or repurchased between
                                   quarterly reviews.

                                   Maintenance of the Index

                                   In the event of a merger between two components, the share weight of the surviving
                                   entity may be adjusted to account for any stock issued in the acquisition. The AMEX
                                   may substitute stocks or change the number of stocks included in the index, based on
                                   changing conditions in the industry or in the event of certain types of corporate
                                   actions, including mergers, acquisitions, spin-offs, and reorganizations. In the
                                   event of component or share weight changes to the Index portfolio, the payment of
                                   dividends other than ordinary cash dividends, spin-offs, rights offerings,
                                   re-capitalization, or other corporate actions affecting a component stock of the
                                   Index; the Index divisor may be adjusted to ensure that there are no changes to the
                                   Index level as a result of non-market forces.

Historical Information............ The following tables set forth the published high, low and end of quarter closing
                                   prices for (i) the AMEX China Index for each calendar quarter from March 21, 2003 to
                                   April 20, 2006 and (ii)


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



                                   each of the Basket Commodities for each calendar quarter from January 1, 2001 to
                                   April 20, 2006. The graphs following each Basket Component's value table set forth
                                   the historical performance of each respective Basket Component for the periods
                                   indicated. The closing value for the AMEX China Index, and the closing prices for
                                   Aluminum, Copper and Zinc, on April 20, 2006 were 131.11, 2,673.00, 6,475.00 and
                                   3,204.00, respectively. We obtained the information in the tables and graphs from
                                   Bloomberg Financial Markets, without independent verification. The historical prices
                                   and historical performance of the Basket Components should not be taken as an
                                   indication of future performance. We cannot give you any assurance that the Basket
                                   Performance Factor at maturity will be greater than zero so that you will receive a
                                   payment in excess of the principal amount of the PLUS. Because your return is linked
                                   to the performance of the Basket at maturity, there is no guaranteed return of
                                   principal.

                                   If the Basket Performance Factor at maturity is less then 0%, you will lose money on
                                   your investment.

                                                               AMEX China Index
                                              Historical High, Low and Period End Closing Values
                                                     March 21, 2003 through April 20, 2006

                                        AMEX China Index          High          Low       Period End
                                   -----------------------      --------      --------  --------------
                                   2003
                                   First Quarter..........       35.57         31.45        32.81
                                   Second Quarter.........       73.24         33.17        71.27
                                   Third Quarter..........       94.07         72.95        85.17
                                   Fourth Quarter.........       107.01        85.79        107.01
                                   2004
                                   First Quarter..........       117.88        99.12        101.50
                                   Second Quarter.........       105.35        82.23        96.05
                                   Third Quarter..........       94.87         83.05        94.85
                                   Fourth Quarter.........       105.15        92.01        100.77
                                   2005
                                   First Quarter..........       103.05        91.19        97.47
                                   Second Quarter.........       102.13        92.58        101.31
                                   Third Quarter..........       118.53        101.76       115.88
                                   Fourth Quarter.........       115.97        101.83       106.22
                                   2006
                                   First Quarter..........       122.73        108.13       122.66
                                   Second Quarter (through
                                     April 20, 2006)......       131.38        124.13       131.11


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

                                                          High-Grade Primary Aluminum
                                              Historical High, Low and Period End Closing Prices
                                                    January 1, 2001 through April 20, 2006

                                            Aluminum              High          Low       Period End
                                   -----------------------      --------     --------     ----------
                                   2001
                                   First Quarter..........      1,737.00     1,469.00      1,469.00
                                   Second Quarter.........      1,593.00     1,437.00      1,437.00
                                   Third Quarter..........      1,452.50     1,319.50      1,319.50
                                   Fourth Quarter.........      1,430.00     1,243.00      1,335.00
                                   2002
                                   First Quarter..........      1,438.00     1,313.00      1,386.00
                                   Second Quarter.........      1,398.00     1,318.00      1,364.50
                                   Third Quarter..........      1,370.00     1,279.00      1,280.50
                                   Fourth Quarter.........      1,399.00     1,275.50      1,344.50
                                   2003
                                   First Quarter..........      1,459.00     1,340.50      1,350.00
                                   Second Quarter.........      1,440.50     1,314.50      1,389.00
                                   Third Quarter..........      1,505.00     1,378.00      1,407.50
                                   Fourth Quarter.........      1,592.50     1,415.00      1,592.50
                                   2004
                                   First Quarter..........      1,754.00     1,578.50      1,688.50
                                   Second Quarter.........      1,826.00     1,575.00      1,698.50
                                   Third Quarter..........      1,823.00     1,647.00      1,823.00
                                   Fourth Quarter.........      1,964.00     1,748.00      1,964.00
                                   2005
                                   First Quarter..........      2,031.50     1,809.00      1,973.00
                                   Second Quarter.........      1,991.00     1,694.00      1,716.00
                                   Third Quarter..........      1,909.00     1,675.00      1,857.00
                                   Fourth Quarter.........      2,289.00     1,831.00      2,285.00
                                   2006
                                   First Quarter..........      2,634.00     2,267.00      2,496.00
                                   Second Quarter (through
                                     April 20, 2006)......      2,698.00     2,462.50      2,673.00


                                                         PS-27
========================================================================================================================

                                                                 Copper-Grade A
                                               Historical High, Low and Period End Closing Prices
                                                     January 1, 2001 through April 20, 2006

                                             Copper               High          Low       Period End
                                   -----------------------      --------      --------    ----------
                                   2001
                                   First Quarter..........      1,837.00      1,664.50     1,666.00
                                   Second Quarter.........      1,730.00      1,550.50     1,550.50
                                   Third Quarter..........      1,573.00      1,403.00     1,424.00
                                   Fourth Quarter.........      1,540.50      1,319.00     1,462.00
                                   2002
                                   First Quarter..........      1,650.50      1,421.00     1,623.00
                                   Second Quarter.........      1,689.50      1,551.00     1,654.00
                                   Third Quarter..........      1,667.50      1,434.50     1,434.50
                                   Fourth Quarter.........      1,649.50      1,429.00     1,536.00
                                   2003
                                   First Quarter..........      1,728.00      1,544.50     1,587.50
                                   Second Quarter.........      1,711.50      1,564.00     1,644.00
                                   Third Quarter..........      1,824.50      1,638.00     1,794.00
                                   Fourth Quarter.........      2,321.00      1,790.50     2,321.00
                                   2004
                                   First Quarter..........      3,105.50      2,337.00     3,067.50
                                   Second Quarter.........      3,170.00      2,554.00     2,664.50
                                   Third Quarter..........      3,140.00      2,700.00     3,140.00
                                   Fourth Quarter.........      3,287.00      2,835.00     3,279.50
                                   2005
                                   First Quarter..........      3,424.50      3,072.00     3,408.00
                                   Second Quarter.........      3,670.00      3,113.00     3,597.00
                                   Third Quarter..........      3,978.00      3,444.00     3,949.00
                                   Fourth Quarter.........      4,650.00      3,905.00     4,584.50
                                   2006
                                   First Quarter..........      5,527.50      4,537.00     5,340.00
                                   Second Quarter (through
                                     April 20, 2006)......      6,635.00      5,561.00     6,475.00


                                                         PS-28
========================================================================================================================

                                                             Special High-Grade Zinc
                                               Historical High, Low and Period End Closing Prices
                                                     January 1, 2001 through April 20, 2006

                                              Zinc                High          Low       Period End
                                   -----------------------      --------      --------    ----------
                                   2001
                                   First Quarter..........      1,053.00       977.00       977.00
                                   Second Quarter.........       988.50        870.00       870.00
                                   Third Quarter..........       869.00        767.50       782.00
                                   Fourth Quarter.........       810.50        732.50       767.50
                                   2002
                                   First Quarter..........       842.50        759.00       825.50
                                   Second Quarter.........       829.00        745.50       796.50
                                   Third Quarter..........       829.00        725.50       735.50
                                   Fourth Quarter.........       823.50        737.50       749.50
                                   2003
                                   First Quarter..........       810.50        755.00       763.00
                                   Second Quarter.........       809.00        741.00       783.50
                                   Third Quarter..........       863.00        781.00       825.00
                                   Fourth Quarter.........      1,008.00       834.00      1,008.00
                                   2004
                                   First Quarter..........      1,155.50      1,002.00     1,086.50
                                   Second Quarter.........      1,125.00       967.00       967.00
                                   Third Quarter..........      1,079.00       943.00      1,079.00
                                   Fourth Quarter.........      1,270.00      1,004.50     1,270.00
                                   2005
                                   First Quarter..........      1,430.00      1,197.50     1,349.00
                                   Second Quarter.........      1,365.50      1,216.00     1,223.00
                                   Third Quarter..........      1,439.00      1,165.00     1,411.00
                                   Fourth Quarter.........      1,915.00      1,405.00     1,915.00
                                   2006
                                   First Quarter..........      2,690.50      1,912.00     2,601.00
                                   Second Quarter (through
                                     April 20, 2006)......      3,215.00      2,710.00     3,204.00


                                                         PS-29
========================================================================================================================

Historical Graph.................. The following graph sets forth the historical performance of the Basket (assuming
                                   that each of the Basket Components is weighted as described in "--Basket" above at
                                   April 20, 2006). The graph covers the period from March 21, 2003 through April 20,
                                   2006. The graph does not attempt to show your expected return on an investment in the
                                   PLUS. The historical performance of the Basket and the Basket Components should not
                                   be taken as an indication of their future performance.

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, by us or by one or more of our affiliates in
                                   connection with hedging our obligations under the PLUS. 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


                                                         PS-30
========================================================================================================================



                                   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 or prior to the day we price the PLUS for initial sale to the public, we, through
                                   our subsidiaries or others, expect to hedge our anticipated exposure in connection
                                   with the PLUS by taking positions in stocks underlying the AMEX China Index and in
                                   the Basket Commodities, in futures or options contracts on the AMEX China Index or
                                   any Component Stocks and the Basket Commodities 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. Such purchase activity could potentially increase the
                                   values of the Basket Components, and, therefore, increase the values at which the
                                   AMEX China Index and the Basket Commodities must close on the Averaging Dates before
                                   you will 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
                                   AMEX China Index, the Basket Commodities, futures or options contracts on the stocks
                                   underlying the AMEX China Index and/or Basket Commodities 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 Averaging Dates. We cannot give any assurance that
                                   our hedging activities will not affect the value of the Basket Components 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 $ per PLUS to other dealers, which may
                                   include Morgan Stanley DW Inc., Morgan Stanley & Co. International Limited and Bank
                                   Morgan Stanley AG. We expect to deliver the PLUS against payment therefor in New
                                   York, New York on                    . After the initial offering of the
                                   PLUS, the Agent may vary the offering price and other selling terms from time to
                                   time.

                                   In order to facilitate the offering of the PLUS, the Agent may engage in transactions
                                   that stabilize, maintain or otherwise affect the price of the PLUS. Specifically, the
                                   Agent may sell more PLUS than it is obligated to purchase in connection with the
                                   offering, creating a naked short position in the PLUS, for its own


                                                         PS-31
========================================================================================================================



                                   account. The Agent must close out any naked short position by purchasing the PLUS in
                                   the open market. A naked short position is more likely to be created if the Agent is
                                   concerned that there may be downward pressure on the price of the PLUS 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 its component stocks 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 or any other
                                   offering material relating to the PLUS, 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 have not been and will not be registered with the Comissao de Calores
                                   Mobiliarios (The Brazilian Securities Commission). The PLUS may not be offered or
                                   sold in the Federative Republic of Brazil ("Brazil") except in circumstances which do
                                   not constitute a public offering or distribution under Brazilian laws and
                                   regulations.


                                                         PS-32
========================================================================================================================



                                   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

                                   No action has been taken to permit an offering of the PLUS to the public in Hong Kong
                                   as the PLUS have not been authorized by the Securities and Futures Commission of Hong
                                   Kong and, accordingly, no advertisement, invitation or document relating to the PLUS,
                                   whether in Hong Kong or elsewhere, shall be issued, circulated or distributed which
                                   is directed at, or the contents of which are likely to be accessed or read by, the
                                   public in Hong Kong other than (i) with respect to the PLUS which are or 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
                                   ("SFO") and any rules made thereunder or (ii) in circumstances that do not constitute
                                   an invitation to the public for the purposes of the SFO.

                                   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

                                   The Agent and each dealer represent and agree that they will not offer or sell the
                                   PLUS nor make the PLUS the subject of an invitation for subscription or purchase, nor
                                   will they circulate or distribute the Information Memorandum or any other document or
                                   material in connection with the offer or sale, or invitation for subscription or
                                   purchase, of the PLUS, whether directly or indirectly, to persons in Singapore other
                                   than:

                                   (a) an institutional investor (as defined in section 4A of the Securities and Futures
                                   Act (Chapter 289 of Singapore (the "SFA"));

                                   (b) an accredited investor (as defined in section 4A of the SFA), and in accordance
                                   with the conditions, specified in Section 275 of the SFA;

                                   (c) a person who acquires the PLUS for an aggregate consideration of not less than
                                   Singapore dollars Two Hundred Thousand (S$200,000) (or its equivalent in a foreign
                                   currency) for


                                                         PS-33
========================================================================================================================



                                   each transaction, whether such amount is paid for in cash, by exchange of shares or
                                   other assets, unless otherwise permitted by law; or

                                   (d) otherwise pursuant to, and in accordance with the conditions of, any other
                                   applicable provision of the SFA.

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

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

                                        The AMEX China Index (CZH) ("Index") is sponsored by, and is a service mark of,
                                        the American Stock Exchange LLC (the "Exchange"). The Index is being used with
                                        the permission of the Exchange.

                                        The American Stock Exchange LLC (the "Exchange") in no way sponsors, endorses or
                                        is otherwise involved in the transactions specified and described in this
                                        document (the "Transaction") and the Exchange disclaims any liability to any
                                        party for any inaccuracy in the data on which the AMEX China Index (CZH)
                                        ("Index") is based, for any mistakes, errors, or omissions in the calculation
                                        and/or dissemination of the Index, or for the manner in which it is applied in
                                        connection with the Transaction.

                                   "AMEX China Index (CZH)" is a service mark of AMEX and has been licensed for use by
                                   Morgan Stanley.

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


                                                         PS-34
========================================================================================================================



                                   of ERISA or the Code would likely arise, for example, if the PLUS are acquired by or
                                   with the assets of a Plan with respect to which MS & Co., MSDWI or any of their
                                   affiliates is a service provider or other party in interest, unless the PLUS are
                                   acquired pursuant to an exemption from the "prohibited transaction" rules. A
                                   violation of these "prohibited transaction" rules could result in an excise tax or
                                   other liabilities under ERISA and/or Section 4975 of the Code for such persons,
                                   unless exemptive relief is available under an applicable statutory or administrative
                                   exemption.

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

                                   Because we may be considered a party in interest with respect to many Plans, the PLUS
                                   may not be purchased, held or disposed of by any Plan, any entity whose underlying
                                   assets include "plan assets" by reason of any Plan's investment in the entity (a
                                   "Plan Asset Entity") or any person investing "plan assets" of any Plan, unless such
                                   purchase, holding or disposition is eligible for exemptive relief, including relief
                                   available under PTCEs 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 and 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 of 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


                                                         PS-35
========================================================================================================================



                                   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................. In the opinion of Davis Polk & Wardwell, our counsel ("Tax Counsel"), the following
                                   are the material U.S. federal tax consequences of ownership and disposition of the
                                   PLUS.

                                   This discussion only applies to initial investors in the PLUS who:

                                   o    purchase the PLUS at their "issue price"; and
                                   o    will hold the PLUS as capital assets within the meaning of Section 1221 of the
                                        Internal Revenue Code of 1986, as amended (the "Code").

                                   This discussion does not describe all of the tax consequences that may be relevant to
                                   a particular holder in light of the holder's particular circumstances or to holders
                                   subject to special rules, such as:

                                   o    certain financial institutions;
                                   o    insurance companies;
                                   o    dealers in securities or foreign currencies;
                                   o    investors holding the PLUS as part of a hedge or any similar transaction;
                                   o    U.S. Holders, as defined below, whose functional currency is not the U.S.
                                        dollar;
                                   o    partnerships or other entities classified as partnerships for U.S. federal
                                        income tax purposes;
                                   o    regulated investment companies;
                                   o    real estate investment trusts;
                                   o    tax exempt entities, including an "individual retirement account" or "Roth IRA"
                                        as defined in Section 408 or 408A of the Code, respectively;
                                   o    persons subject to the alternative minimum tax;
                                   o    nonresident alien individuals who have lost their U.S. citizenship or who have
                                        ceased to be taxed as U.S. resident aliens; and
                                   o    Non-U.S. Holders, as defined below, for whom income or gain in respect of the
                                        PLUS is effectively connected with a trade or business in the United States.

                                   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.


                                                         PS-36
========================================================================================================================



                                   This discussion is based on the Code, administrative pronouncements, judicial
                                   decisions and final, temporary and proposed Treasury regulations, all as of the date
                                   hereof, changes to any of which subsequent to the date of this pricing supplement may
                                   affect the tax consequences described herein. Persons considering the purchase of the
                                   PLUS are urged to consult their tax advisors with regard to the application of the
                                   U.S. federal tax laws to their particular situations as well as any tax consequences
                                   arising under the laws of any state, local or foreign taxing jurisdiction.

                                   General

                                   The PLUS should be treated as a single financial contract that is an "open
                                   transaction" for U.S. federal income tax purposes. Due to the absence of statutory,
                                   judicial or administrative authorities that directly address the characterization or
                                   treatment of the PLUS or instruments that are similar to the PLUS for U.S. federal
                                   income tax purposes, 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 advisors regarding all aspects of the U.S. federal tax
                                   consequences of an investment in the PLUS (including alternative characterizations of
                                   the PLUS) and with respect to 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 and treatment of the PLUS described
                                   above.

                                   Tax Consequences to U.S. Holders

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

                                   o    a citizen or resident of the United States;
                                   o    a corporation, or other entity taxable as a corporation for U.S. federal income
                                        tax purposes, created or organized in or 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 U.S. federal income
                                        taxation regardless of its source.

                                   The term U.S. Holder also includes certain former citizens and residents of the
                                   United States.

                                   Tax Treatment of the PLUS

                                   Assuming the characterization and treatment of the PLUS as set forth above is
                                   respected, Tax Counsel believes that the following U.S. federal income tax
                                   consequences should result.

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


                                                         PS-37
========================================================================================================================



                                   Settlement of the PLUS at maturity. Upon receipt of cash at maturity, a U.S. Holder
                                   generally would 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 its
                                   maturity, a U.S. Holder would 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 would 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 characterization
                                   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 a PLUS under
                                   Treasury regulations governing contingent payment debt instruments (the "Contingent
                                   Debt Regulations").

                                   If the IRS were successful in asserting that the Contingent Debt 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 Debt Regulations do not apply to the PLUS, other alternative
                                   federal income tax characterizations of the PLUS are also possible, which if applied
                                   could also affect the timing and 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

                                   Backup withholding may apply in respect of the amounts paid to a U.S. Holder, unless
                                   such 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


                                                         PS-38
========================================================================================================================



                                   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 that the required
                                   information is furnished to the IRS. In addition, information returns will be filed
                                   with the IRS in connection with payments on the PLUS and the proceeds from a sale or
                                   other disposition of the PLUS, unless the U.S. Holder provides proof of an applicable
                                   exemption from the information reporting rules.

                                   Tax Consequences to Non-U.S. Holders

                                   This section only applies to you if you are a Non-U.S. Holder. As used herein, the
                                   term "Non-U.S. Holder" means, for U.S. federal income tax purposes, a beneficial
                                   owner of a PLUS that is:

                                   o    an individual who is classified as a nonresident alien;
                                   o    a foreign corporation; or
                                   o    a foreign trust or estate.

                                   "Non-U.S. Holder" does not include a holder who is an individual present in the
                                   United States for 183 days or more in the taxable year of disposition and who is not
                                   otherwise a resident of the United States for U.S. federal income tax purposes. Such
                                   a holder is urged to consult his or her own tax advisors regarding the U.S. federal
                                   income tax consequences of the sale, exchange or other disposition of a PLUS.

                                   Tax Treatment upon Sale, Exchange or Settlement of the PLUS

                                   In general. Assuming the characterization and treatment of the PLUS as set forth
                                   above is respected, 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.

                                   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:

                                   o    the Non-U.S. Holder does not own, directly or by attribution, ten percent or
                                        more of the total combined voting power of all classes of our stock entitled to
                                        vote;

                                   o    the Non-U.S. Holder is not a controlled foreign corporation related, directly or
                                        indirectly, to us through stock ownership;

                                   o    the Non-U.S. Holder is not a bank receiving interest under section 881(c)(3)(A)
                                        of the Code; and

                                   o    the certification requirement described below has been fulfilled with respect to
                                        the beneficial owner.

                                   Certification Requirement. The certification requirement referred to in the preceding
                                   paragraph will be fulfilled if the beneficial owner of a PLUS (or a financial
                                   institution holding the PLUS on


                                                         PS-39
========================================================================================================================



                                   behalf of the beneficial owner) furnishes to us an IRS Form W-8BEN, in which the
                                   beneficial owner certifies under penalties of perjury that it is not a U.S. person.

                                   U.S. Federal Estate Tax

                                   Individual Non-U.S. Holders and entities the property of which is potentially
                                   includible in such an individual's gross estate 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.

                                   Backup Withholding and Information Reporting

                                   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 may be subject to backup withholding in respect
                                   of amounts paid to the Non-U.S. Holder, unless such Non-U.S. Holder complies with
                                   certification procedures to establish that it is not a U.S. person for U.S. federal
                                   income tax purposes or otherwise establishes an exemption. The certification
                                   procedures described above under "-Tax Treatment upon Sale, Exchange or Settlement of
                                   the PLUS - Certification Requirement" will satisfy the certification requirements
                                   necessary to avoid the backup withholding as well. 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-40
========================================================================================================================