FWP 1 dp03559_fwp-ps100.htm

Filed pursuant to Rule 433
Registration Statement No. 333-131266
Relating to Preliminary Terms No. 100
dated August 28, 2006


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

Pricing Sheet – September 22, 2006

8% SPARQS due October 20, 2007
Mandatorily Exchangeable for Shares of Common Stock of
Starbucks Corporation
Stock Participation Accreting Redemption Quarterly-pay SecuritiesSM
(“SPARQS®”)

Issue Price : $17.005 per SPARQS
       
Exchange Ratio : 0.5 share of Starbucks Stock per SPARQS
       
Yield to Call : 18%
       
Interest Rate : 8% per annum
       
Interest Payment Dates : January 20, 2007, April 20, 2007, July 20, 2007 and the Maturity Date
       
Aggregate Principal Amount : $ 31,000,012.97
       
Pricing Date : September 22, 2006
       
Original Issue Date (Settlement Date) : September 29, 2006
       
Listing : AMEX
       
Exchange Symbol : SBA
       
CUSIP : 61747S611
       
Agent : Morgan Stanley & Co. Incorporated
       
Agent’s Commissions : $0.2763 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. 100 dated August 28, 2006
Prospectus Supplement for SPARQS dated January 25, 2006
Prospectus dated January 25, 2006