FWP 1 dp02307_ps26.htm

     Filed pursuant to Rule 433
Registration Statement No. 333-131266
Relating to Preliminary Pricing Supplement No. 26
dated February 22, 2006


G
LOBAL MEDIUM-TERM NOTES, SERIES F
Senior Fixed Rate Notes

Pricing Sheet – March 24, 2006

PLUS due July 20, 2007
Mandatorily Exchangeable for an Amount Payable in U.S. Dollars
Based on the Value of the Nasdaq-100® Index
Performance Leveraged Upside SecuritiesSM (“PLUSSM”)

Offering Price : $10 per PLUS
     
Leverage Factor : 300%
   
Maximum Payment : $11.50 per PLUS
     
Aggregate Principal Amount : $ 26,000,000
     
Initial Value : 1679.81
   
Trade Date : March 24, 2006
   
Settlement Date : March 31, 2006
   
Listing : Nasdaq
   
Ticker Symbol: : NDPL, subject to official notice of issuance
     
CUSIP : 61747Y279
   
Agent : Morgan Stanley & Co. Incorporated
   
Agent’s Commissions : $0.15 per PLUS
   
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 called toll-free 1-800-584-6837.
   
The “Nasdaq®,“Nasdaq-100® and “Nasdaq-100®” are trade or service marks of The Nasdaq Stock Market, Inc., which with its affiliates we refer to as Nasdaq, and have been licensed for use by Morgan Stanley. “Performance Leveraged Upside Securities” and “PLUS” are our service marks. The PLUS based on the NDX Index are not sponsored, endorsed, sold or promoted by Nasdaq and Nasdaq makes no representation regarding the advisability of investing in the PLUS.
   

Preliminary Pricing Supplement No. 26 dated February 22, 2006
Prospectus dated January 25, 2006
Prospectus Supplement for PLUS dated February 21, 2006