Filed pursuant to Rule 433
Registration Statement No. 333-131266
Relating to Preliminary Terms No. 85
dated July 25, 2006

GLOBAL MEDIUM-TERM NOTES, SERIES F
Senior Fixed Rate Notes

Pricing Sheet – August 24, 2006

9% SPARQS due September 20, 2007

Mandatorily Exchangeable for Shares of Common Stock of

Intel Corporation

Stock Participation Accreting Redemption Quarterly-pay Securities^SM

(“SPARQS^®”)

Issue Price	:	$18.57 per SPARQS
Exchange Ratio	:	1.0 share of INTC Stock per SPARQS
Yield to Call	:	18%
Interest Rate	:	9% per annum
Interest Payment Dates	:	December 20, 2006, March 20, 2007, June 20, 2007 and the Maturity Date
Aggregate Principal Amount	:	$65,000,013.90
Pricing Date	:	August 24, 2006
Original Issue Date (Settlement Date)	:	August 31, 2006
Listing	:	AMEX
Exchange Symbol	:	ITL
CUSIP	:	61747S827
Agent	:	Morgan Stanley & Co. Incorporated
Agent’s Commissions	:	$0.3018 per SPARQS

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.

Preliminary Terms No. 85 dated July 25, 2006
Prospectus Supplement for SPARQS dated January 25, 2006
Prospectus dated January 25, 2006