FWP 1 dp03307_fwp.htm

Filed pursuant to Rule 433
Registration Statement No. 333-131266
Relating to Preliminary Pricing Supplement No. 92
dated August 7, 2006


G
LOBAL MEDIUM-TERM NOTES, SERIES F
Senior Notes

Pricing Sheet – August 9, 2006

Commodity-Linked Capital Protected Notes due August 14, 2009
Based on the Performance of a Basket of Four Commodities and a Commodity Index

  Issue Price : $10
  Aggregate Principal Amount : $9,948,000
  Basket Commodity : Initial Strike
Price
  Reuters Page   Basket Weighting
  Goldman Sachs Commodity      
  Agricultural Index® - Excess Return : 59.83132   GSCK   40%
  High Grade Primary Aluminum : 2522.00   MTLE   15%
  Copper – Grade A : 7910.00   MTLE   15%
  Primary Nickel : 27895.00   MTLE   15%
  Special High-Grade Zinc : 3435.00   MTLE   15%
  Participation Rate : 120%
  Valuation Date : August 7, 2009
  Trade Date : August 9, 2006
  Settlement Date : August 16, 2006
  Listing : None
  CUSIP : 61747S728
  Agent : Morgan Stanley & Co. Incorporated
  Agent’s Commissions : $0.20 per Note
         
    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 1-800-584-6837.
         
    “GSCI®” is a registered mark of Goldman Sachs & Co., and has been licensed for use by Morgan Stanley. The Notes are not sponsored, endorsed, sold or promoted by GS & Co. and GS & Co. makes no representation regarding the advisability of investing in the Notes.
         
   

Preliminary Pricing Supplement No. 92 dated August 7, 2006
Prospectus Supplement dated January 25, 2006
Prospectus dated January 25, 2006