FWP 1 dp09633_fwp-ps635.htm
 
 
May 2008
 
Filed pursuant to Rule 433 dated April 23, 2008 relating to
Preliminary Pricing Supplement No. 635 dated April 23, 2008 to
Registration Statement No. 333-131266
STRUCTURED INVESTMENTS
Opportunities in Commodities
 
PLUS based on the S&P GSCITM Industrial Metals Index—Excess Return due June 20, 2009
Performance Leveraged Upside SecuritiesSM
 
PLUS offer leveraged exposure to a wide variety of assets and asset classes, including equities, commodities and currencies.  These investments allow investors to capture enhanced returns relative to the asset’s actual positive performance.  The leverage typically applies only for a certain range of price performance.  In exchange for enhanced performance in that range, investors generally forgo performance above a specified maximum return.  At maturity, investors will receive an amount in cash that may be more or less than the principal amount based upon the closing value of the asset at maturity.
 
SUMMARY TERMS
Issuer:
Morgan Stanley
Maturity date:
June 20, 2009
Underlying index:
S&P GSCITM Industrial Metals Index—Excess Return
Aggregate principal amount:
$
Payment at maturity per PLUS:
If final index value is greater than initial index value,
$1,000 + leverage upside payment
In no event will the payment at maturity exceed the maximum payment at maturity.
If final index value is less than or equal to initial index value,
$1,000 x index performance factor
This amount will be less than or equal to the stated principal amount of $1,000.
Leverage upside payment:
$1,000 x the leverage factor x index percent increase
Index percent increase:
(final index value – initial index value) / initial index value
Initial index value:
The official settlement price of the underlying index on the pricing date
Final index value:
The official settlement price of the underlying index on the index valuation date
Index valuation date:
June 11, 2009, subject to adjustment for certain market disruption events
Leverage factor:
300%
Index performance factor:
final index value / initial index value
Maximum payment at maturity:
$1,250 to $1,270 (125% to 127% of the stated principal amount). The actual maximum payment at maturity will be determined on the pricing date.
Stated principal amount:
$1,000 per PLUS
Issue price:
$1,000 per PLUS (see “Commissions and Issue Price” below)
Pricing date:
May    , 2008, subject to adjustment for certain market disruption events
Original issue date:
May   , 2008  (5 business days after the pricing date)
CUSIP:
6174465Z8
Listing:
The PLUS will not be listed on any securities exchange.
Agent:
Morgan Stanley & Co. Incorporated
Commissions and Issue Price:
Price to Public(1)
Agent’s Commissions(1)(2)
Proceeds to Company
Per PLUS
100%
1.5%
98.5%
Total
$
$
$

(1)
The actual price to public and agent’s commissions for a particular investor may be reduced for volume purchase discounts depending on the aggregate amount of PLUS purchased by that investor.  The lowest price payable by an investor is $995 per PLUS.  Please see “Syndicate Information” on page 6 for further details.
(2)
For additional information, see “Supplemental Information Concerning Plan of Distribution” in the accompanying preliminary pricing supplement and “Plan of Distribution” in the accompanying prospectus supplement.
 
YOU SHOULD READ THIS DOCUMENT TOGETHER WITH THE PRELIMINARY PRICING SUPPLEMENT DESCRIBING THIS OFFERING, AND THE PROSPECTUS SUPPLEMENT AND PROSPECTUS, EACH OF WHICH CAN BE ACCESSED VIA THE HYPERLINKS BELOW, BEFORE YOU DECIDE TO INVEST.
 
 
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.
 
FWP:  MSPRB0707001
PLUS Based on the Value of the S&P GSCITM Industrial Metals Index—Excess Return due June 20, 2009
Performance Leveraged Upside SecuritiesSM
 
Investment Overview
 
Performance Leveraged Upside Securities
Exposure to industrial metals commodities is a component of portfolio diversification.  Investors who believe they have underweight exposure to commodities can use the PLUS based on the Value of the S&P GSCITM Industrial Metals Index—Excess Return due June 20, 2009  (the “PLUS”):
 
§
To gain access to industrial metals commodities and provide portfolio diversification from traditional fixed income/equity investments
 
§
As an alternative to direct exposure to the underlying index that enhances returns for a certain range of price performance of the underlying index
 
§
To enhance returns and potentially outperform the underlying index in a moderately bullish scenario
 
§
To achieve similar levels of exposure to the underlying index as a direct investment while using fewer dollars by taking advantage of the leverage factor
 
The PLUS are exposed on a 1:1 basis to the negative performance of the underlying index.
 
 
Maturity:
13 months
 
Leverage factor:
300%
 
Maximum payment at maturity:
$1,250 to $1,270 (125% to 127% of the stated principal amount)
 
Principal protection:
None
 
S&P GSCITM Industrial Metals Index—Excess Return Overview
 
The S&P GSCI™ Industrial Metals Index - Excess Return is a sub-index of the S&P GSCI™ Index - Excess Return and represents only the industrial metals components of the S&P GSCI™ Index - Excess Return, which we refer to as the S&P GSCI™ Index - ER.  The S&P GSCI™ Industrial Metals Index - Excess Return is a global production weighted index of certain industrial metals commodities in the global economy.
 
 
Information as of market close on April 21, 2008:
  
Underlying Commodity Weightings (April 21, 2008)
Bloomberg Ticker Symbol:
SPGCINP
  
High Grade Primary Aluminum
33.85%
Current Index Level:
330.8460
  
Copper Grade A
42.38%
52 Weeks Ago (on 4/20/07):
353.8840
  
Standard Lead
6.01%
52 Week High (on 5/07/07):
372.4593
  
Primary Nickel
10.91%
52 Week Low (on 12/17/07):
267.9393
  
Special High Grade Zinc
6.85%
 
 
 
Underlying Index Historical Performance – End of Week Values
January 3, 2003 to April 18, 2008

 
 
 
 
 
May 2008
Page 2
PLUS Based on the Value of the S&P GSCITM Industrial Metals Index—Excess Return due June 20, 2009
Performance Leveraged Upside SecuritiesSM
 
Key Investment Rationale
 
This 13 month investment offers 300% leveraged upside, subject to a maximum payment at maturity of $1,250 to $1,270 (125% to 127% of the stated principal amount).
 
Investors can use the PLUS to double returns up to the maximum payment at maturity, while maintaining similar risk as a direct investment in the underlying index.
 
Leverage
Performance
The PLUS offer investors an opportunity to capture enhanced returns relative to a direct investment in the underlying index within a certain range of price performance.
Best Case Scenario
The underlying index increases in value and, at maturity, the PLUS redeem for the maximum payment at maturity of $1,250 to $1,270 (125% to 127% of the stated principal amount).
Worst Case
Scenario
The underlying index declines in value and, at maturity, the PLUS redeem for less than the stated principal amount by an amount proportional to the decline.
 
Summary of Selected Key Risks (see page 9)
 
§
No guaranteed return of principal.
 
§
No interest payments.
 
§
Appreciation potential is limited by the maximum payment at maturity.
 
§
Investing in the PLUS is not equivalent to investing in the underlying index or the commodities futures contracts comprising the underlying index.
 
§
The market price of the PLUS will be influenced by many unpredictable factors, including the value and volatility of the underlying index and the commodities futures contracts comprising the underlying index.
 
§
Several factors have had and may in the future have an effect on the value of the underlying index.
 
§
Higher future prices of the index commodities relative to their current prices may adversely affect the value of the underlying index and the value of the PLUS.
 
§
The PLUS will not be listed on any securities exchange, secondary trading may be limited, and the inclusion of commissions and projected profit from hedging in the original issue price is likely to adversely affect secondary market prices and you could receive less, and possibly significantly less, than the stated principal amount per PLUS if you try to sell your PLUS prior to maturity.
 
§
An investment in commodities could expose you to concentrated risk.
 
§
Suspensions or disruptions of market trading in commodity and related futures markets could adversely affect the price of the PLUS.
 
§
Adjustments to the underlying index by the underlying index publisher could adversely affect the value of the PLUS.
 
§
Economic interests of the calculation agent may be potentially adverse to investors.
 
§
The U.S. federal income tax consequences of an investment in the PLUS are uncertain.
 
§
Credit risk to Morgan Stanley.
 
 
May 2008
Page 3
PLUS Based on the Value of the S&P GSCITM Industrial Metals Index—Excess Return due June 20, 2009
Performance Leveraged Upside SecuritiesSM
 
Fact Sheet
 
The PLUS offered are senior unsecured obligations of Morgan Stanley, will pay no interest, do not guarantee any return of principal at maturity and have the terms described in the preliminary pricing supplement, the prospectus supplement and the prospectus.  At maturity, an investor will receive for each stated principal amount of PLUS that the investor holds, an amount in cash that may be greater than, equal to or less than the stated principal amount based upon the closing value of the underlying index at maturity.  The PLUS are senior notes issued as part of Morgan Stanley’s Series F Global Medium-Term Notes program.
 
Expected Key Dates
    
Pricing date:
Original issue date (settlement date):
Maturity date:
May   , 2008
May   , 2008 (5 business days after the pricing date)
June 20, 2009
Key Terms
  
Issuer:
Morgan Stanley
Underlying index:
S&P GSCITM Industrial Metals Index—Excess Return
Underlying index publisher:
Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.
$1,000 per PLUS (see “Syndicate Information” on page 6)
Stated principal amount:
$1,000 per PLUS
Denominations:
$1,000 per PLUS and integral multiples thereof
Interest:
None
Bull market or bear market PLUS:
Bull market PLUS
Payment at maturity per PLUS:
If final index value is greater than initial index value,
$1,000 + leverage upside payment
In no event will the payment at maturity exceed the maximum payment at maturity.
If final index value is less than or equal to initial index value,
$1,000 x index performance factor
This amount will be less than or equal to the stated principal amount of $1,000.
Leverage upside payment:
$1,000 x the leverage factor x index percent increase
Leverage factor:
300%
Index percent increase:
(final index value – initial index value) / initial index value
Initial index value:
The official settlement price of the underlying index on the pricing date
Final index value:
The official settlement price of the underlying index on the index valuation date
Index valuation date:
June 11, 2009, subject to adjustment for certain market disruption events
Index performance factor:
(final index value / initial index value)
Maximum payment at maturity:
$1,250 to $1,270 (125% to 127% of the stated principal amount). The actual maximum payment at maturity will be determined on the pricing date.
Risk factors:
Please see “Risk Factors” on page 9.
 
 
May 2008
Page 4
PLUS Based on the Value of the S&P GSCITM Industrial Metals Index—Excess Return due June 20, 2009
Performance Leveraged Upside SecuritiesSM
 
General Information
Listing:
The PLUS will not be listed on any securities exchange
CUSIP:
6174465Z8
Tax considerations:
You should note that the discussion under “United States Federal Taxation” in the accompanying prospectus supplement does not apply to the PLUS offered under this document and is superseded by the following discussion.
 
Although the issuer believes each PLUS should be treated as a single financial contract that is an “open transaction” for U.S. federal income tax purposes, there is uncertainty regarding the U.S. federal income tax consequences of an investment in the PLUS.
 
Assuming this characterization of the PLUS is respected, the following U.S. federal income tax consequences should result:
 
§      a U.S. Holder should not be required to recognize taxable income over the term of the PLUS prior to maturity, other than pursuant to a sale or exchange; and
 
§      a upon sale, exchange or settlement of the PLUS at maturity, a U.S. Holder should recognize capital gain or loss equal to the difference between the amount realized and the U.S. Holder’s tax basis in the PLUS.  Such gain or loss should be long-term capital gain or loss if the holding period of the PLUS is more than one year at the time of sale, exchange, or settlement, and short-term capital gain or loss otherwise.
 
Please read the discussion under “Risk Factors ― Structure Specific Risk Factors” in this document and the discussion under “United States Federal Taxation” in the accompanying pricing supplement concerning the U.S. federal income tax consequences of investing in the PLUS.
 
On December 7, 2007, the Treasury Department and the Internal Revenue Service (the “IRS”) released a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments, such as the PLUS.  The notice focuses in particular on whether to require holders of these instruments to accrue income over the term of their investment.  It also asks for comments on a number of related topics, including the character of income or loss with respect to these instruments; the relevance of factors such as the nature of the underlying property to which the instruments are linked; the degree, if any, to which income (including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these instruments are or should be subject to the “constructive ownership” regime, which very generally can operate to recharacterize certain long-term capital gain as ordinary income that is subject to an interest charge.  While the notice requests comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the PLUS, possibly with retroactive effect.  Both U.S. and Non-U.S. Holders should consult their tax advisers regarding the U.S. federal income tax consequences of an investment in the PLUS, including possible alternative treatments and the issues presented by this notice.
Trustee:
The Bank of New York (as successor trustee to JPMorgan Chase Bank, N.A.)
Calculation agent:
Morgan Stanley Capital Group Inc. (“MSCG”)
Use of proceeds and hedging:
The net proceeds we receive from the sale of the PLUS will be used for general corporate purposes and, in part, in connection with hedging our obligations under the PLUS through one or more of our subsidiaries.
On or prior to the pricing date, we, through our subsidiaries or others, will hedge our anticipated exposure in connection with the PLUS by taking positions in swaps, options or futures contracts on the underlying index or on the commodity contracts underlying the underlying index.  Such purchase activity could increase the value of the underlying index, and therefore the value at which the underlying index must close on the index valuation date before investors would receive at maturity a payment that exceeds the principal amount of the PLUS.  For further information on our use of proceeds and hedging, see “Use of Proceeds and Hedging” in the accompanying preliminary pricing supplement.
ERISA:
See “ERISA Matters for Pension Plans and Insurance Companies” in the accompanying preliminary pricing supplement
Contact:
Morgan Stanley clients may contact their local Morgan Stanley branch office or our principal executive offices at 1585 Broadway, New York, New York 10036 (telephone number (866) 477-4776).  All other clients may contact their local brokerage representative.  Third-party distributors may contact Morgan Stanley Structured Investment Sales at (800) 233-1087.
 
 
May 2008
Page 5
PLUS Based on the Value of the S&P GSCITM Industrial Metals Index—Excess Return due June 20, 2009
Performance Leveraged Upside SecuritiesSM
 
Syndicate Information
    
Issue price of the PLUS
Selling concession
Principal amount of
PLUS for any
single investor
100%
1.500%
<$999K
99.750%
1.250%
$1MM-$2.999MM
99.625%
1.125%
$3MM-$4.999MM
99.500%
1.000%
>$5MM
 
Selling concessions allowed to dealers in connection with the offering may be reclaimed by the agent, if, within 30 days of the offering, the agent repurchases the PLUS distributed by such dealers.
 
This offering summary represents a summary of the terms and conditions of the PLUS.  We encourage you to read the preliminary pricing supplement, the prospectus supplement and the prospectus for this offering, which can be accessed via the hyperlinks on the front page of this document.
 
 
May 2008
Page 6
PLUS Based on the Value of the S&P GSCITM Industrial Metals Index—Excess Return due June 20, 2009
Performance Leveraged Upside SecuritiesSM
 
How PLUS Work
 
Payoff Diagram
The payoff diagram below illustrates the payment at maturity on the PLUS based on the following terms:
 
 
Stated principal amount:
$1,000
 
Upside leverage factor:
300%
 
Hypothetical maximum payment at maturity:
$1,260 (126% of the stated principal amount)

PLUS Payoff Diagram
 
 
How it works
 
§
If the final index value is greater than the initial index value, investors will receive the $1,000 stated principal amount plus 300% of the appreciation of the underlying index over the term of the PLUS, subject to the maximum payment at maturity.  In the payoff diagram, investors will realize the hypothetical maximum payment at maturity at a final index value of 108.667% of the initial index value. Based on the actual and hypothetical terms above:
 
 
–
If the underlying index appreciates 5%, investors would receive a 15% return, or $1,150.
 
 
–
If the underlying index appreciates 30%, investors will receive only the hypothetical maximum payment at maturity of 126% of the stated principal amount, or $1,260.
 
¡
If the final index value is less than or equal to the initial index value, investors will receive an amount that is less than or equal to the $1,000 stated principal amount, based on a 1% loss of principal for each 1% decline in the underlying index.
 
¡
If the underlying index depreciates 10%, investors would lose 10% of their principal and receive only $900 at maturity, or 90% of the stated principal amount.
 
 
May 2008
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PLUS Based on the Value of the S&P GSCITM Industrial Metals Index—Excess Return due June 20, 2009
Performance Leveraged Upside SecuritiesSM
 
Payment at Maturity
 
At maturity, investors will receive for each $1,000 stated principal amount of PLUS that they hold an amount in cash based upon the value of the underlying index, determined as follows:
 
If the final index value is greater than the initial index value:
 
$1,000    +    Leveraged Upside Payment:
 
subject to a maximum payment at maturity of $1,250 to $1,270 or 125% to 127% of the stated principal amount,
 

If the final index value is less than or equal to the initial index value:
 
$1,000    x    Index Performance Factor
 
Because the index performance factor will be less than or equal to 1.0, this payment will be less than or equal to $1,000.
 
 
May 2008
Page 8
PLUS Based on the Value of the S&P GSCITM Industrial Metals Index—Excess Return due June 20, 2009
Performance Leveraged Upside SecuritiesSM
 
 
The following is a non-exhaustive list of certain key risk factors for investors in the PLUS.  For further discussion of these and other risks, you should read the section entitled “Risk Factors” in the accompanying preliminary pricing supplement, prospectus supplement and prospectus.  We also urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the PLUS.
 
Structure Specific Risk Factors
 
§
PLUS do not pay interest nor guarantee return of principal.  The terms of the PLUS differ from those of ordinary debt securities in that the PLUS do not pay interest nor guarantee payment of the principal amount at maturity.  If the final index value is less than the initial index value, the payout at maturity will be an amount in cash that is less than the $1,000 stated principal amount of each PLUS by an amount proportionate to the decrease in the value of the underlying index.
 
§
Appreciation potential is limited.  The appreciation potential of PLUS is limited by the maximum payment at maturity of $12.50 to $12.70 (125% to 127% of the stated principal amount).  Although the leverage factor provides 300% exposure to any increase in the price of the underlying shares as of the valuation date, because the payment at maturity will be limited to 125% to 127% of the stated principal amount for the PLUS, the percentage exposure provided by the leverage factor is progressively reduced as the final share price exceeds approximately 108.33% to 109% of the initial share price.
 
§
Not equivalent to investing in the underlying index.  Investing in the PLUS is not equivalent to investing in the underlying index or the futures contracts that comprise the underlying index.  Investors in the PLUS will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to stocks that constitute the underlying index.
 
§
Market price influenced by many unpredictable factors.  Numerous factors will influence the value of the PLUS in the secondary market and the price at which MS & Co. may be willing to purchase or sell the PLUS in the secondary market, including: the value and volatility of the underlying index, the price and volatility of the commodity underlying the underlying index, trends of supply and demand for the commodities underlying the underlying index, geopolitical conditions and economic, financial, political and regulatory or judicial events, interest and yield rates in the market, time remaining to maturity and the creditworthiness of the issuer.  In addition, the commodities markets are subject to temporary distortions or other disruptions due to various factors, including lack of liquidity, participation of speculators and government intervention.  As a result, the market value of the PLUS will vary and may be less than the original issue price at any time prior to maturity and sale of the PLUS prior to maturity may result in a loss.
 
§
Several factors have had and may in the future have an effect on the value of the underlying index.  Investments, such as the PLUS, linked to the prices of commodities, are considered speculative, and prices of commodities and related contracts may fluctuate significantly over short periods for a variety of factors, including: changes in supply and demand relationships; weather; climatic events; the occurrence of natural disasters; wars; political and civil upheavals; acts of terrorism; trade, fiscal, monetary, and exchange control programs; domestic and foreign political and economic events and policies; technological developments; changes in interest rates; and trading activities in commodities and related contracts.  These factors may affect the value of your PLUS in varying and potentially inconsistent ways. See “An investment in commodities could expose you to a concentrated risk” for further information on certain specific risks associated with industrial metals.
 
§
Higher future prices of the index commodities relative to their current prices may adversely affect the value of the underlying index and the value of the PLUS.  The underlying index is composed of futures contracts on physical commodities.  Unlike equities, which typically entitle the holder to a continuing stake in a corporation, commodity futures contracts normally specify a certain date for delivery of the underlying physical commodity.  As the futures contracts that compose the underlying index approach expiration, they are replaced by contracts that have a later expiration.  Thus, for example, a contract purchased and held in September may specify an October expiration.  As time passes, the contract expiring in October is replaced by a contract for delivery in November.  This process is referred to as “rolling.”  If the market for these contracts is (putting aside other considerations) in “backwardation,” where the prices are lower in the distant delivery months than in the nearer delivery months, the sale of the October contract would take place at a price that is higher than the price of the November contract, thereby creating a “roll yield.”  While many of the contracts included in the underlying index have historically
 
 
May 2008
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PLUS Based on the Value of the S&P GSCITM Industrial Metals Index—Excess Return due June 20, 2009
Performance Leveraged Upside SecuritiesSM
 
 
exhibited consistent periods of backwardation, backwardation will most likely not exist at all times.  Moreover, certain of the commodities included in the underlying index have historically traded in “contango” markets.  Contango markets are those in which the prices of contracts are higher in the distant delivery months than in the nearer delivery months.  The absence of backwardation in the commodity markets could result in negative “roll yields,” which could adversely affect the value of the underlying index and, accordingly, the value of the PLUS.
 
§
An investment in commodities could expose you to concentrated risk. The commodities underlying the Index are concentrated in the industrial metals sector.  An investment in the PLUS may therefore bear risks similar to a securities investment concentrated in a limited market or sector.
 
Industrial metals commodity prices are primarily affected by the global demand for and supply of these metals, but are also influenced significantly from time to time by speculative actions and by currency exchange rates.  Demand for industrial metals is significantly influenced by the level of global industrial economic activity, by adjustments to inventory in response to changes in economic activity and/or pricing levels, and by the availability of substitutes in various applications.  Any downturn in demand, due to slowed economic growth or otherwise, in major importing countries, such as China, may have a negative impact on the prices of the commodities underlying the underlying index, and therefore may have a negative impact on the value of the PLUS.
 
§
Suspensions or disruptions of market trading in commodity and related futures markets could adversely affect the price of the PLUS.  The commodity markets are subject to temporary distortions or other disruptions due to various factors, including the lack of liquidity in the markets, the participation of speculators and government regulation and intervention.  In addition, U.S. futures exchanges and some foreign exchanges have regulations that limit the amount of fluctuation in futures contract prices which may occur during a single business day.  These limits are generally referred to as “daily price fluctuation limits” and the maximum or minimum price of a contract on any given day as a result of these limits is referred to as a “limit price.”  Once the limit price has been reached in a particular contract, no trades may be made at a different price.  Limit prices have the effect of precluding trading in a particular contract or forcing the liquidation of contracts at disadvantageous times or prices.  These circumstances could adversely affect the value of the underlying index and, therefore, the value of the PLUS.
 
§
Adjustments to the underlying index could adversely affect the value of the PLUS.  Standard and Poor’s Corporation, as the underlying index publisher, may add, delete or substitute the commodity constituting the underlying index or make other methodological changes that could change the value of the underlying index.  The underlying index publisher may discontinue or suspend calculation or publication of the underlying index at any time.  Any of these actions could adversely affect the value of the PLUS.  Where the underlying index is discontinued, the calculation agent will have the sole discretion to substitute a successor index that is comparable to the underlying index and is not precluded from considering indices that are calculated and published by the calculation agent or any of its affiliates.
 
§
The inclusion of commissions and projected profit from hedging in the original issue price is likely to adversely affect secondary market prices.  Assuming no change in market conditions or any other relevant factors, the price, if any, at which MS & Co. is willing to purchase PLUS in secondary market transactions will likely be lower than the original issue price, since the original issue price included, and secondary market prices are likely to exclude, commissions paid with respect to the PLUS, as well as the projected profit included in the cost of hedging the issuer’s obligations under the PLUS.  In addition, any such prices may differ from values determined by pricing models used by MS & Co., as a result of dealer discounts, mark-ups or other transaction costs.
 
§
The U.S. federal income tax consequences of an investment in the PLUS are uncertain. Please read the discussion under “Fact Sheet ― General Information ― Tax Considerations” in this document and the discussion under “United States Federal Taxation” in the accompanying pricing supplement (the “Tax Disclosure Sections”) concerning the U.S. federal income tax consequences of investing in the PLUS.  If the IRS were successful in asserting an alternative characterization or treatment for the PLUS, the timing and character of income on the PLUS might differ significantly from the tax treatment described in the Tax Disclosure Sections.  For example, under one possible characterization, U.S. Holders could be required to accrue original issue discount on the PLUS every year at a “comparable yield” determined at the time of issuance and recognize all income and gain in respect of the PLUS as ordinary income.  The issuer does not plan to request a ruling from the IRS regarding the tax treatment of the PLUS, and the IRS or a court
 
 
May 2008
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PLUS Based on the Value of the S&P GSCITM Industrial Metals Index—Excess Return due June 20, 2009
Performance Leveraged Upside SecuritiesSM
 
may not agree with the tax treatment described in this document and the accompanying pricing supplement.  On December 7, 2007, the Treasury Department and the IRS released a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. 
 
The notice focuses in particular on whether to require holders of these instruments to accrue income over the term of their investment.  It also asks for comments on a number of related topics, including the character of income or loss with respect to these instruments; the relevance of factors such as the nature of the underlying property to which the instruments are linked; the degree, if any, to which income (including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these instruments are or should be subject to the “constructive ownership” regime.  While the notice requests comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the PLUS, possibly with retroactive effect.  Both U.S. and Non-U.S. Holders should consult their tax advisers regarding the U.S. federal income tax consequences of an investment in the PLUS, including possible alternative treatments and the issues presented by this notice.
 
Other Risk Factors
 
§
The PLUS will not be listed.  The PLUS will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the PLUS. MS & Co. currently intends to act as a market maker for the PLUS but is not required to do so. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the PLUS easily. Because we do not expect that other market makers will participate significantly in the secondary market for the PLUS, the price at which you may be able to trade your PLUS is likely to depend on the price, if any, at which MS & Co. is willing to transact.  If at any time MS & Co. were to cease acting as a market maker, it is likely that there would be no secondary market for the PLUS.
 
§
Potential adverse economic interest of the calculation agent and other of our affiliates.  The hedging or trading activities of the issuer’s affiliates on or prior to the pricing date and prior to maturity could adversely affect the value of the underlying index and, as a result, could decrease the amount investors may receive on the PLUS at maturity.  Any of these hedging or trading activities on or prior to the pricing date could potentially affect the initial index value and, therefore, could increase the value at which the underlying index must close before investors receive a payment at maturity that exceeds the issue price of the PLUS.  Additionally, such hedging or trading activities during the term of the PLUS, including on the index valuation date, could potentially affect the value of the underlying index on the index valuation date and, accordingly, the amount of cash investors will receive at maturity.
 
§
Issuer’s credit ratings may affect the market value.  Investors are subject to the credit risk of the issuer.  Any decline in the issuer’s credit ratings may affect the market value of the PLUS.
 
 
May 2008
Page 11
PLUS Based on the Value of the S&P GSCITM Industrial Metals Index—Excess Return due June 20, 2009
Performance Leveraged Upside SecuritiesSM
 
 
The S&P GSCITM  Industrial Metals Index—Excess Return.  The S&P GSCITM  Industrial Metals Index—Excess Return is a sub-index of the S&P GSCITM Index - Excess Return (the “S&P GSCI – ER”).  It represents only the industrial metals components of the S&P GSCITM Index - ER.  The S&P GSCITM Index - ER is a world production-weighted index that is designed to reflect the relative significance of each of the underlying commodities in the world economy.  The S&P GSCITM Index - ER represents the return of a portfolio of commodity futures contracts included in the S&P GSCITM Index, the composition of which, on any given day, reflects the CPW and “roll weights” of the contracts included in the S&P GSCITM Index (discussed below).  The S&P GSCITM Index is an index on a production-weighted basket of principal non-financial commodities (i.e., physical commodities) that satisfy specified criteria.  The S&P GSCITM Index is designed to be a measure of the performance over time of the markets for these commodities.  The only commodities represented in the S&P GSCITM Index are those physical commodities on which active and liquid contracts are traded on trading facilities in major industrialized countries.  The commodities included in the S&P GSCITM Index are weighted, on a production basis, to reflect the relative significance (in the view of S&P, in consultation with the Index Advisory Panel, as described below) of such commodities to the world economy. The fluctuations in the value of the S&P GSCITM Index are intended generally to correlate with changes in the prices of such physical commodities in global markets. The S&P GSCITM Index has been normalized such that its hypothetical level on January 2, 1970 was 100.  Futures contracts on the S&P GSCITM Index, and options on such futures contracts, are currently listed for trading on the Chicago Mercantile Exchange.  For more information see “Description of PLUS—The Index” in the preliminary pricing supplement describing this offering.
 
License Agreement between Standard & Poor’s® Corporation and Morgan Stanley.  The Standard & Poor’s® Corporation, or S&P®, and Morgan Stanley have entered into a non-exclusive license agreement providing for the license to Morgan Stanley, and certain of its affiliated or subsidiary companies, in exchange for a fee, of the right to use the S&P GSCITM Industrial Metals Index—Excess Return, which is owned and published by S&P, in connection with securities, including the PLUS.  See “Description of PLUS—License Agreement between S&P and Morgan Stanley” in the preliminary pricing supplement describing this offering.
 
 
Historical Information
The following table sets forth the published high and low daily official settlement prices, as well as end-of-quarter daily official settlement prices, of the underlying index for each quarter in the period from January 1, 2003 through April 21, 2008.  The closing value of the underlying index on April 21, 2008 was 330.8460.  We obtained the information in the table below from Bloomberg Financial Markets, without independent verification.  The historical values of the underlying index should not be taken as an indication of future performance, and no assurance can be given as to the level of the underlying index on the index valuation date.

Underlying Index
High
Low
Period End
2003
      
First Quarter
94.6469
86.9207
86.9207
Second Quarter
94.4873
85.7568
89.6163
Third Quarter
97.4337
89.4359
96.1982
Fourth Quarter
119.6705
96.3091
119.6705
2004
      
First Quarter
136.1472
117.7842
133.2243
Second Quarter
135.2495
116.0403
129.3865
Third Quarter
142.9751
124.4889
142.9751
Fourth Quarter
151.0681
130.4266
150.5238
2005
      
First Quarter
159.8464
139.5320
158.9784
Second Quarter
159.1744
144.6491
149.4409
Third Quarter
166.3345
145.8301
164.1753
Fourth Quarter
200.1624
165.3625
198.7449
2006
      
First Quarter
234.5345
200.5302
231.0142
Second Quarter
332.2404
234.0504
282.7920
Third Quarter
311.8962
274.6304
299.4257
Fourth Quarter
323.5419
284.7120
304.8681
2007
      
First Quarter
324.0549
276.4585
323.8439
Second Quarter
372.4593
324.7832
329.1497
Third Quarter
351.7252
288.5211
323.4715
Fourth Quarter
330.5930
267.9393
274.9427
2008
      
First Quarter
356.5865
277.2772
329.9300
Second Quarter (through April 21, 2008)
340.9063
327.4306
330.8460
 
 
May 2008
Page 12