Free Writing Prospectus

Registration Statement No. 333-131266

Dated April 9, 2008

Filed Pursuant to Rule 433 

Morgan Stanley Investor Overview First Quarter 2008

Notice Notice The information provided herein may include certain non-GAAP financial measures. The reconciliation of such measures to the comparable GAAP figures are included in the Company's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, including any amendments thereto, all of which are available on www.morganstanley.com. This presentation may contain forward-looking statements. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they are made, which reflect management's current estimates, projections, expectations or beliefs and which are subject to risks and uncertainties that may cause actual results to differ materially. For a discussion of risks and uncertainties that may affect the future results of the Company, please see "Forward-Looking Statements" immediately preceding Part I, Item I, "Competition" and "Regulation" in Part I, Item 1, "Risk Factors" in Part 1, Item 1A, "Legal Proceedings" in Part I, Item 3, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 and "Quantitative and Qualitative Disclosures About Market Risk" in Part II, Item 7A of the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 2007 and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors" in the Company's Quarterly Reports on Form 10-Q and other items throughout the Form 10-K, Forms 10-Q and the Company's 2008 Current Reports on Form 8-K. 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. This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. No representation is made that it is accurate or complete. The presentation has been prepared solely for informational purposes, is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally presented.

Consolidated Financial Highlights - 1Q08 Highlights Net Revenue Composition(1) Asset Net Revenues $8.3Bn Management PBT $2.2Bn Global Wealth Management Diluted EPS $1.45 6% 19% 40% Equity Pre-tax Margin 27% Other Institutional 1% ROE - Annualized Cont. Ops. 19.7% Securities 12% Investment Adjusted Leverage Ratio 16.0x Banking 22% Book Value per Share $29.11 Fixed Income(2) Source: Company SEC Filings and 1Q08 Financial Supplement (1) Net revenue composition excludes ($40mm) of Intersegment Eliminations. (2) Represents combined revenues from Fixed Income Sales and Trading and Other Sales and Trading. Other Sales and Trading primarily includes net losses from mark-to-market loans and closed and pipeline commitments, results related to Investment Banking and other activities. This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. No representation is made that it is accurate or complete. The presentation has been prepared solely for informational purposes, is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally presented.

Consolidated Financial Highlights - 1Q08 Consolidated Financial Highlights - 1Q08 Net Revenues ($MM) 9,994 8,322 Profit Before Taxes ($MM) 3,456 (5,804) 2,214 (450) 1Q07 4Q07 1Q08 1Q07 4Q07 1Q08 Cont. Ops. Diluted EPS ($ / Share) (3.61) 2.17 1.45 Cont. Ops. Annualized ROE (%) 31 NA 20 1Q07 4Q07 1Q08 1Q07 4Q07 1Q08 Source: Company SEC Filings and Earnings Releases This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. No representation is made that it is accurate or complete. The presentation has been prepared solely for informational purposes, is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally presented.

Regional Net Revenue Growth Regional Net Revenue Growth Americas(1) ($Bn) 18.8 15.4 13.4 12.2 3.8 (2) 2004 2005 2006 2007 1Q08 % Total 66% 65% 63% 43% 46% Europe, Middle East and Africa ($Bn) 10.0 7.8 5.7 5.0 3.3 2004 2005 2006 2007 1Q08 % Total 24% 24% 26% 36% 39% Asia 5.9 ($Bn) 3.3 2.4 1.9 1.2 2004 2005 2006 2007 1Q08 % Total 10% 11% 11% 21% 15% Source: Morgan Stanley SEC Filings and Earning Releases (1) Includes U.S., Canada, Latin America and Other. (2) 2004 includes ($1.35mm) of Eliminations. o o Americas net revenues grew 40% between 2004 and 2006 - - Excluding the mortgage related loss, 2007 net revenues grew 10% from 2006 EMEA net revenues were $10Bn in 2007, 2x larger than 2004 o Asia net revenues were almost $6Bn in 2007, 3x larger than 2004 and roughly 2x larger than 2006 This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. No representation is made that it is accurate or complete. The presentation has been prepared solely for informational purposes, is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally presented.

Institutional Securities Institutional Securities Net Revenue ($MM) 21,110 1,598 4,228 6,281 9,003 16,149 15,497 12,993 400 11,301 152 6,213 99 2,545 5,538 8,658 (592) 947 3,394 4,810 6,346 2,959 4,067 5,567 2,096 3,591 5,462 980 3,329 1,805 2003 2004 2005 2006 2007 1Q08 Other Inst. (2) Fixed Income(1) Equity Investment Banking Securities Source: Company SEC Filings and Earnings Releases (1) Represents combined revenues from Fixed Income Sales and Trading and Other Sales and Trading. Other Sales and Trading primarily includes net losses from mark-to-market loans and closed and pipeline commitments, results related to Investment Banking and other activities. Prior to 2005, excludes net revenues associated with corporate lending activities and certain other adjustments. (2) Includes Principal Transaction Investments, Asset Management Distribution & Admin Fees, and Other. This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. No representation is made that it is accurate or complete. The presentation has been prepared solely for informational purposes, is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally presented.

Institutional Securities Regional Net Revenue Institutional Securities Regional Net Revenue Regional Net Revenue Composition $5.44Bn $6.21Bn 55% 32% 13% 17% 49% 34% 1Q06 1Q08 (1) Americas Asia EMEA Source: Morgan Stanley SEC Filings and Earnings Releases (1) Includes U.S., Canada, Latin America and Other. This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. No representation is made that it is accurate or complete. The presentation has been prepared solely for informational purposes, is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally presented.

Marks and Exposures Marks and Exposures Total Net Exposure (1) ($Bn) o Our direct US sub-prime net exposure at the end of 1Q08 was down $8.6Bn from 3Q07 to 1.8 11.6 8.7 36.2 13.9 10.4 $1.8Bn o CMBS exposure reduced 67% to $11.6Bn from $36.2Bn - - This repositioning was done across all regions without incurring any significant net losses or write-downs. o Other mortgage-related exposure reduced by $5.2Bn to $8.7Bn ABS CDO / CMBS Other Mortgage- Subprime Related 1Q08 3Q07 Source: Company SEC Filings, Earnings Releases and Earnings Conference Calls Notes: (1) Net Exposure is defined as potential loss to the Firm in an event of 100% default, assuming zero recovery, over a period of time. The value of these positions remains subject to mark-to-market volatility. Positive amounts indicate potential loss (long position) in a default scenario. Negative amounts indicate potential gain (short position) in a default scenario. This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. No representation is made that it is accurate or complete. The presentation has been prepared solely for informational purposes, is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally presented.

Leveraged Lending Leveraged Lending Non-Investment Grade Corporate Lending Commitments ($Bn) 43.2 35.0 o In Non-investment grade corporate funded loans and lending commitments we reduced our exposure from $43.2bn in 3Q07 to 26.0 $26.0Bn in 1Q08. This included 15.9 $2.1Bn gross write-down, or $910MM net of hedges in 1Q08 3Q07 1Q08 LAF Pipeline Source: Company SEC Filings, Earnings Releases and Earnings Conference Calls Notes: (1) The leveraged acquisition finance pipeline commitments are part of the firm's total non-investment grade corporate lending commitments. This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. No representation is made that it is accurate or complete. The presentation has been prepared solely for informational purposes, is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally presented.

Level 3 Assets Level 3 Assets Total Assets ($Bn) 1,182 1,200 1,185 1,045 54 58 74 77 1,091 78 1Q07 2Q07 3Q07 Level 3 Assets (1) 4Q07 1Q08 Level 3 Assets as % of Total Assets: 4.5% 4.8% 6.5% 7.0% 7.1% Source: Company SEC Filings and Earnings Releases Notes: (1) Level 3 assets prior to 4Q07 have been restated to include netting among positions classified within the same level in that level. Previously, these positions were shown on a gross basis with the netting in a separate column. This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. No representation is made that it is accurate or complete. The presentation has been prepared solely for informational purposes, is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally presented.

Global Wealth Management Global Wealth Management Net Revenue ($MM) 6,625 2,196 2,601 2,757 3,067 716 1,299 1,196 1,168 1,433 363 653 781 1,043 1,498 354 515 469 544 627 173 5,512 4,663 5,047 1,606 2004 2005 2006 2007 1Q08 Fees Commissions Other(1) Principal Transactions Source: Company SEC Filings and Earnings Releases (1) "Other" includes Investment Banking, Net Interest and Dividends, and Other revenues. This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. No representation is made that it is accurate or complete. The presentation has been prepared solely for informational purposes, is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally presented.

Asset Management Asset Management Net Revenue ($MM) 5,493 2,383 2,462 2,574 3,524 845 415 533 669 1,645 (380) 324 210 224 135 78 3,453 2,933 3,219 543 2004 2005 2006 2007 1Q08 Asset Management Fees Principal Transactions Other(1) Source: Company SEC Filings and Earnings Releases (1) "Other" includes Investment Banking, Commissions, Net Interest and Dividends, and Other revenues. This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. No representation is made that it is accurate or complete. The presentation has been prepared solely for informational purposes, is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally presented.

Capital and Liquidity Capital Liquidity Three Key Tenets Balance Sheet Capital and Liquidity Capital Liquidity Three Key Tenets Balance Sheet .. Temporarily suspended .. Reduced re-financing risk share buyback program . Strengthened liquidity .. CIC Investment position at the parent level .. Reduced both gross and adjusted leveraged ratios during 1Q08 .. Reallocated balance sheet to liquid assets with significant two-way customer flows This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. No representation is made that it is accurate or complete. The presentation has been prepared solely for informational purposes, is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally presented.

Active Capital Management Active Capital Management Total and Adjusted Assets ($Bn) 1,121 1,091 1,045 482 638 566 637 899 2005 2006 2007 1Q08 Adjusted Assets Total Assets Gross Leverage Ratio(1) 30.5x 30.5x 32.6x 27.4x Adjusted Leverage Ratio(2) 16.4x 17.3x 17.6x 16.0x Source: Company SEC Filings and Earnings Releases Notes: (1) Gross leverage ratio equals total assets divided by tangible shareholders' equity. (2) Adjusted leverage ratio equals adjusted total assets divided by tangible shareholders' equity. This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. No representation is made that it is accurate or complete. The presentation has been prepared solely for informational purposes, is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally presented.

Financial Strength Financial Strength Total Capital at February 29, 2008 ($Bn) 198.2 191.1 162.1 125.9 159.8 31.3 164.9 33.3 126.7 35.4 96.7 29.2 2005 2006 2007 1Q08 Shareholders' Equity Long-Term Debt (1) Source: Company SEC Filings Notes: (1) These amounts exclude the current portion of long-term borrowings and include Capital Units and junior subordinated debt issued to capital trusts. This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. No representation is made that it is accurate or complete. The presentation has been prepared solely for informational purposes, is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally presented.

Liquidity Management Framework Liquidity Management Framework Contingency Liquidity Cash Capital Funding Plan Reserves Policy Financing Guidelines o Secured Funding o Surplus Capacity o Asset / Liability Matching o Diversification o Staggered Maturities o Committed Credit Source: Company SEC filings This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. No representation is made that it is accurate or complete. The presentation has been prepared solely for informational purposes, is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally presented.

Liquidity Liquidity Average Liquidity Reserves per Quarter ($Bn) 122 120 56 64 51 71 93 68 52 44 49 30 38 6 46 1Q07 2Q07 3Q07 4Q07 1Q08 Parent Bank & Other Subsidiaries Source: Company SEC Filings and Earnings Conference Call This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. No representation is made that it is accurate or complete. The presentation has been prepared solely for informational purposes, is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally presented.

Contingency Funding Plan Contingency Funding Plan o Morgan Stanley's Contingency Funding Plan ("CFP") measures our ability to manage a prolonged liquidity contraction, while maintaining the ability to conduct business in an orderly manner. o The CFP models a potential, prolonged liquidity contraction over a one-year time period and sets forth a course of action to effectively manage a liquidity event. o The CFP incorporates a wide range of potential cash outflows during a liquidity stress event, including the following: - - Repayment of all unsecured debt maturing within one year and no incremental unsecured debt issuance; - - Maturity roll-off of outstanding letters of credit with no further issuance and replacement with cash collateral; - - Return of unsecured securities borrowed and any cash raised against these securities; - - Additional collateral that would be required by counterparties in the event of a two-notch long credit ratings downgrade; - - Higher haircuts on or lower availability of secured funding; - - Client cash withdrawals; - - Drawdowns on unfunded commitments provided to third parties; and - - Discretionary unsecured debt buybacks Source: Company SEC Filings This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. No representation is made that it is accurate or complete. The presentation has been prepared solely for informational purposes, is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally presented.

Long Term Debt Management Long Term Debt Management Long-Term Debt Issued Long-Term Debt Outstanding ($Bn) 75 Other JPY 4% 70 AUD3% 48 3% GBP 60 38 2% 36 50 40 30 20 10 0 2004 2005 2006 2007 EUR 35% USD 53% Source: Company SEC Filings Source: Bloomberg Note: Data as of 2/29/08 This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. No representation is made that it is accurate or complete. The presentation has been prepared solely for informational purposes, is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally presented.

Key Franchise Strengths o Fixed Income - - Interest Rate, Currencies and Emerging Markets benefit from higher volatility and flows - - Commodities - broadening business o Equity - - Cash, Derivatives and Prime Brokerage benefit from higher volatility and flows - - Prime Brokerage - Predominantly equity oriented with conservative asset based lending standards o Advisory - - Top tier advisory - - Pipeline remains healthy - - Clients engaged in strategic conversations o Underwriting - - Backlog for investment banking transactions remains relatively robust given market conditions - - Lower underwriting activity is consistent with a decline in industry-wide activity o Global Wealth Management - - High FA productivity and fee-based emphasis will mitigate slower market activity - - Capitalize on wealth creation in non-U.S. markets o Asset Management - - New product offerings will generate flow momentum - - Building out international business and coverage of sovereign wealth funds Key Franchise Strengths o Fixed Income - - Interest Rate, Currencies and Emerging Markets benefit from higher volatility and flows - - Commodities - broadening business o Equity - - Cash, Derivatives and Prime Brokerage benefit from higher volatility and flows - - Prime Brokerage - Predominantly equity oriented with conservative asset based lending standards o Advisory - - Top tier advisory - - Pipeline remains healthy - - Clients engaged in strategic conversations o Underwriting - - Backlog for investment banking transactions remains relatively robust given market conditions - - Lower underwriting activity is consistent with a decline in industry-wide activity o Global Wealth Management - - High FA productivity and fee-based emphasis will mitigate slower market activity - - Capitalize on wealth creation in non-U.S. markets o Asset Management - - New product offerings will generate flow momentum - - Building out international business and coverage of sovereign wealth funds This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. No representation is made that it is accurate or complete. The presentation has been prepared solely for informational purposes, is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally presented.

Outlook Outlook Macro Environment .. Balance sheet de-leveraging .. De-risking .. Distribution model challenged .. Credit markets dislocated Business Opportunities .. Core client franchise excels in high market volatility and trading volumes .. Investment Banking clients engaged in strategic discussions .. Emerging markets remains top area of investment .. Higher producing Global Wealth Management sales force .. Investment opportunities in Merchant Banking despite near term pressures This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. No representation is made that it is accurate or complete. The presentation has been prepared solely for informational purposes, is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally presented.

Credit Quality Credit Quality Debt Ratings Short Term Debt Long Term Debt Dominion Bond Rating Service Limited AA (low) R-1 (middle) Fitch Ratings (1) AAF1+ Moody's Investors Service (2) Aa3 P-1 Rating and Investment Information, Inc. (R&I) (3) AA a-1+ Standard & Poor's (4) AAA- 1+ Notes: (1) Outlook changed to Negative on December 19, 2006 (2) Outlook changed to Negative on November 8, 2007 (3) Outlook changed to Negative on December 20, 2007 (4) Outlook confirmed at Negative on April 1, 2008 This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. No representation is made that it is accurate or complete. The presentation has been prepared solely for informational purposes, is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally presented.

Credit Quality Credit Quality Debt Ratings Short Term Debt Long Term Debt Dominion Bond Rating Service Limited AA (low) R-1 (middle) Fitch Ratings (1) AAF1+ Moody's Investors Service (2) Aa3 P-1 Rating and Investment Information, Inc. (R&I) (3) AA a-1+ Standard & Poor's (4) AAA- 1+ Notes: (1) Outlook changed to Negative on December 19, 2006 (2) Outlook changed to Negative on November 8, 2007 (3) Outlook changed to Negative on December 20, 2007 (4) Outlook confirmed at Negative on April 1, 2008 This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, non-public information. No representation is made that it is accurate or complete. The presentation has been prepared solely for informational purposes, is neither an offer to sell nor the solicitation of an offer to buy any security or instrument and has not been updated since it was originally presented.