424B2 1 dp02378_ps41.htm

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered   Maximum Aggregate
Offering Price
  Amount of Registration
Fee1



 Senior Fixed Rate Notes due 2016   $5,000,000   $535.00

(1) Pursuant to Rule 457(p) under the Securities Act of 1933, filing fees of $2,652,225.08 have already been paid with respect to unsold securities that were previously registered pursuant to a Registration Statement on Form S-3 (No. 333-129243) filed by Morgan Stanley on October 25, 2005 and have been carried forward. The $535.00 fee with respect to the $5,000,000 Notes sold pursuant to this registration statement is offset against those filing fees, and $1,880,175.98 remains available for future registration fees. No additional fee has been paid with respect to this offering.

PROSPECTUS Dated January 25, 2006 Pricing Supplement No. 41 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-131266
Dated January 25, 2006 Dated April 4, 2006
  Rule 424(b)(2)


MEDIUM-TERM NOTES, SERIES F
Senior Fixed Rate Notes Due 2016


     The amount of interest payable on the notes will be 5.25% per annum from and including April 5, 2006 to but excluding April 5, 2011. The interest rate for the notes during the period from and including April 5, 2011 to but excluding the maturity date, or any earlier redemption date, will be 7.00% per annum, as further described below.

     Beginning April 5, 2011, we have the right to call all of the notes on any interest payment date and pay to you 100% of the par value of the notes plus accrued and unpaid interest to but excluding the date of such redemption. If we decide to call the notes, we will give you notice at least 15 calendar days before the call date specified in the notice.

     We describe the basic features of the notes in the sections of the accompanying prospectus called “Description of Debt Securities – Description of Fixed Rate Debt Securities” and prospectus supplement called “Description of Notes,” subject to and as modified by the provisions described below.

Principal Amount:   $5,000,000   Interest Payment    
Maturity Date:   April 5, 2016    Period:   Semi-annually
Settlement Date       Interest Rate:   5.25%, from and including the
 (Original Issue Date):   April 5, 2006       original issue date to but excluding
Interest Accrual Date:   April 5, 2006       April 5, 2011;
Issue Price:   100%       7.00%, from and including April 5,
Underwriter’s           2011 to but excluding the maturity
 Discounts and           date, or any earlier redemption
 Commissions:   1.25%       date.
Proceeds to Company:   98.75%        
Redemption Percentage       Book-Entry Note or    
 at Maturity:   100%    Certificated Note:   Book-entry note
Redemption Dates:   April 5, 2011 and on any interest   Senior Note or    
    payment date thereafter    Subordinated Note:   Senior note
Redemption Percentage       Calculation Agent:   JPMorgan Chase Bank, N.A.
 at Redemption Date:   100%       (formerly known as JPMorgan
Interest Payment           Chase Bank)
 Dates:   Each April 5 and October 5,   Minimum    
    beginning October 5, 2006;    Denomination:   $1,000 and integral multiples thereafter
    provided that if any such day is not   Specified Currency:   U.S. dollars
    a business day, that interest   Business Day:   New York
    payment will be made on the next   CUSIP:   61745ETT8
    succeeding business day; provided   Other Provisions:   See below
    further that no adjustment will be        
    made to any interest payment        
    made on any succeeding business        
    day.        

     Terms not defined above have the meanings given to such terms in the accompanying prospectus and prospectus supplement.

MORGAN STANLEY






Supplemental Information Concerning Plan of Distribution

     We expect to deliver the Notes against payment therefor in New York, New York on April 5, 2006, which will be the first scheduled Business Day following the date of this pricing supplement and of the pricing of the Notes. Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in three Business Days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes on the date of pricing or on or prior to the third Business Day prior to the Original Issue Date will be required to specify alternative settlement arrangements to prevent a failed settlement.

 

 

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