8-A12B 1 jul2204_8a-semi.txt ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ----------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 MORGAN STANLEY -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) DELAWARE 36-3145972 ---------------------------------------- -------------------------------------- (State of Incorporation or Organization) (IRS Employer Identification no.) 1585 Broadway, New York, New York 10036 ---------------------------------------- -------------------------------------- (Address of Principal Executive Offices) (Zip Code) If this Form relates to the If this Form relates to the registration of a class of securities registration of a class of securities pursuant to Section 12(b) of the pursuant to Section 12(g) of the Exchange Act and is effective pursuant Exchange Act and is effective pursuant to General Instruction A.(c), please to General Instruction A.(d), please check the following box. |X| check the following box. |_| Securities Act registration statement file number to which this form relates: 333-106789 Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered --------------------------------------- -------------------------------------- Global Medium-Term Notes, Series C, THE AMERICAN STOCK EXCHANGE LLC PLUS due July 15, 2006 (Mandatorily Exchangeable for an Amount Payable in U. S. Dollars Based on the Value of Common Stock of Fifteen Companies in the Semiconductor Industry) Securities to be registered pursuant to Section 12(g) of the Act: None -------------------------------------------------------------------------------- (Title of Class) Item 1. Description of the Registrant's Securities to be Registered. The title of the class of securities to be registered hereunder is: "Global Medium-Term Notes, Series C, PLUS(SM) due July 15, 2006 (Mandatorily Exchangeable for an Amount Payable in U.S. Dollars Based on the Value of Common Stock of Fifteen Companies in the Semiconductor Industry)" (the "PLUS"). A description of the PLUS is set forth under the caption "Description of Debt Securities" in the prospectus included within the Registration Statement of Morgan Stanley (the "Registrant") on Form S-3 (Registration No. 333-106789) (the "Registration Statement"), as supplemented by the information under the caption "Description of Notes" in the prospectus supplement dated August 26, 2003 and filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the "Act"), which description is incorporated herein by reference, and as further supplemented by the description of the PLUS contained in the pricing supplement dated July 23, 2004 to be filed pursuant to Rule 424(b) under the Act, which contains the final terms and provisions of the PLUS and is hereby deemed to be incorporated by reference into this Registration Statement and to be a part hereof. Item 2. Exhibits. The following documents are filed as exhibits hereto: 4.1 Proposed form of Global Note evidencing the PLUS. Page 2 of 4 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. MORGAN STANLEY (Registrant) Date: July 23, 2004 By: /s/ Martin M. Cohen ---------------------------------- Martin M. Cohen Assistant Secretary and Counsel Page 3 of 4 INDEX TO EXHIBITS Exhibit No. Page No. 4.1 Proposed form of Global Note evidencing the PLUS A-1 Page 4 of 4