FWP 1 feb0106_fwp-ps9.htm

Filed pursuant to Rule 433
February 1, 2006

Relating to Pricing Supplement No. 9 to
Registration Statement No. 333-131266
Dated January 24, 2006


G
LOBAL MEDIUM-TERM NOTES, SERIES F
Senior Notes

Pricing Sheet – February 1, 2006

Currency-Linked Capital-Protected Notes
due February 4, 2008
Based on the Performance of a Basket of Six Currencies Relative to the U.S. Dollar

Offering Price:   $1,000 per Note
     
Aggregate Principal Amount:   $11,548,000 (increased from $9,000,000)
     
Pricing Date:   January 24, 2006
     
Original Issue Date:   February 3, 2006
     
Maturity Date:   February 4, 2008
     
Initial Exchange Rates:   Initial Hungarian Forint Exchange Rate: 203.7000  
    Initial Turkish Lira Exchange Rate: 1.3217  
    Initial Mexican Peso Exchange Rate: 10.5117  
    Initial Brazilian Real Exchange Rate: 2.2436  
    Initial Chinese Renminbi Exchange Rate: 8.0625  
    Initial Indian Rupee Exchange Rate: 44.2100  
         
Participation Rate:   150%
     
Listing:   None
     
CUSIP:   61746SBW8
     
Agent:   Morgan Stanley & Co. Incorporated

Price to Public:   Per Note: 100 %
    Total: $11,548,000
       
Agent’s Commissions   Per Note: 1.50% ($15 per Note)
    Total: $173,220
       
Proceeds to Company:   Per Note: 98.50 %
    Total: $ 11,374,780
       
       
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-866-718-1649.
 

Pricing Supplement No. 9, dated January 24, 2006
Prospectus Dated January 25, 2006
Prospectus Supplement Dated January 25, 2006