Free Writing Prospectus   

Registration Statement No. 333-131266

Dated June 26, 2008

Filed pursuant to Rule 433

Morgan Stanley Investor Overview Second Quarter 2008 1

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 other items throughout the Company's Form 10-K, the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended February 29, 2008 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 global website 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 and has not been updated since it was originally presented. 2

Index - Market Environment - Financial Results - Institutional Securities - Global Wealth Management - Asset Management - Risk Management - Liquidity, Capital and Funding 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 and has not been updated since it was originally presented. 3

Market Environment Pre-Crisis Credit Crisis Resolution ---------- ------------- ---------- - High leverage - De-leveraging - Recognize losses - Securitization growth - Lack of liquidity - Raise capital - Expansion of derivatives - Asset price deterioration - Extend loans - Insurance by monolines - Capital constrained - Asset dispositions - Asset downgrades - Leverage equilibrium 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 and has not been updated since it was originally presented. 4

Consolidated Financial Highlights 2Q08 Highlights Net Revenues ($Bn) 6.5 PBT ($Bn) 1.4 Diluted EPS ($) 0.95 Pre-Tax Margin (%) 22 ROE -- Annualized Cont. Ops. (%) 12.3 Adjusted Leverage Ratio (x) 14.1 Book Value per Share ($) 30.11 Average Total Liquidity ($Bn) 135 Net Revenue Composition - 6 months (1) Source: Morgan Stanley SEC Filings and Earnings Conference Call (1) The quarter ended May 31, 2008 includes a pre-tax gain of $744 million related to the secondary offering of MSCI Inc., (reported in Institutional Securities) and a pre-tax gain of $748 million on the sale of the Spanish wealth management business, Morgan Stanley Wealth Management S.V., S.A.U. (reported in Global Wealth Management Group). 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 and has not been updated since it was originally presented. 5

Regional Net Revenue Growth - 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 $10 billion in 2007, 2x larger than 2004 - EMEA net revenues were up 7% first half of 2008 vs. first half 2007 - Asia net revenues were almost $6 billion in 2007, 3x larger than 2004 and roughly 2x larger than 2006 Source: Morgan Stanley SEC Filings and Earnings Conference Call (1) Includes U.S., Canada, Latin America and Other. (2) 2004 includes ($1.35 billion) of Eliminations and $0.52 billion of 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 and has not been updated since it was originally presented. 6

Business Overview -- Strategic Priorities Institutional Securities Global Wealth Management Asset Management ------------------------ ------------------------ ---------------- - Refocusing the business - Accelerating growth - Redefining the business - Disciplined operating - Weak competitive landscape - Taking action for growth approach - Growing flows and - Leverage Alternatives - Market share opportunities Financial Advisors - Enhance product offering - Investing strategically - Low capital usage - Investing in Non-U.S. - Commodities markets - Emerging Markets - Building Private Equity - Prime Brokerage and Infrastructure product platforms 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 and has not been updated since it was originally presented. 7

Institutional Securities Source: Morgan Stanley SEC Filings and Earnings Conference Call (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) 2Q08 includes a pre-tax gain of $744 million related to the secondary offering of MSCI Inc. 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 and has not been updated since it was originally presented. 8

Institutional Securities -- Positioned for Growth Investments - Continue to aggressively grow in emerging markets - Build upon growth initiatives in equity derivatives - Continue global expansion of prime brokerage - Opportunistically build out commodities business - Technology to enhance capital allocation and evaluation of trading opportunities Opportunities - Reallocate capital and human resources to areas of growth - Help clients restructure risk positions - Take advantage of trading opportunities created by market dislocations - Provide solutions to clients' asset / liability mismatch challenges - Maximize the Firm's relationship network 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 and has not been updated since it was originally presented. 9

Growth Stages Stage One Stage Two Stage Three --------- --------- ----------- x Restructure then stabilize x Improve margins - Growth through x Increase flows x Organic growth acquisition Global - Competitive PBT margin Wealth x Improve Financial x Expand internationally Management Advisory productivity x Enhance technology / x Product investments operations ------------------------------------------------------------------------------------------------------- x Build Alternatives x Continue to attract talent - Competitive fund flows foundation x Generate flows - Competitive PBT margin Asset x Seed new products - Restructure Core Management x Re-enter Private Equity Asset Management x Build out Infrastructure - Leverage Alternatives ------------------------------------------------------------------------------- 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 and has not been updated since it was originally presented. 10

Global Wealth Management ------------------------------------------------------------------------------- Net Revenue ($MM) Source: Morgan Stanley SEC Filings and Earnings Conference Call (1) "Other" includes Investment Banking and Other revenues. (2) 2Q08 includes a pre-tax gain of $748 million on the sale of the Spanish wealth management business, Morgan Stanley Wealth Management S. V. , S. A. U. 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 and has not been updated since it was originally presented. 11

Asset Management ------------------------------------------------------------------------------- Net Revenue ($MM) Source: Morgan Stanley SEC Filings and Earnings Conference Call (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 and has not been updated since it was originally presented. 12

Asset Management -- Revenues ------------------------------------------------------------------------------- Asset Management Net Revenues -- 6 months 2008 vs. 6 months 2007 ($MM) Source: Morgan Stanley SEC Filings and Earnings Conference Call (1) Includes SIV losses. 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 and has not been updated since it was originally presented. 13

Risk Management - Resources - Continued investment in people and technology - Limit Structures / Risk Taking - Scale risk taking based on ability to analyze, monitor and change - Importance of risk correlations and risk concentrations - Modeling - Enhanced focus on stress testing and measuring tail risk - Consistent applications across product categories - Collaboration - Continued integration and constant communication among independent risk control groups: - Market Risk - Credit Risk - Operational Risk - Financial Control - Treasury - Legal and Compliance 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 and has not been updated since it was originally presented. 14

Risk Managing Net Exposures Total Net Exposure (1) Non-Investment Grade Corporate Lending Commitments ($Bn) ($Bn) Source: Morgan Stanley SEC Filings, Earnings Conference Call (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 and has not been updated since it was originally presented. 15

Operating Discipline Three Key Tenets Capital Balance Sheet Liquidity ------- ------------- --------- - Risk Adjusted Return - Reduced both gross and - Reduced re-financing risk on Capital adjusted leveraged ratios during 2Q08 - Strengthened liquidity - Temporarily suspended share position at the parent level buyback program - Reallocated balance sheet to liquid assets with significant - CIC Investment 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 and has not been updated since it was originally presented. 16

Capital Strength -- Tier 1 Ratio 2Q08 Tier 1 Capital Ratio between 11.5% and 12.0% New 10Q Disclosure ------------------ - Components of Tier 1 Capital - Capital Ratios - Risk Weighted Assets - Common Equity - Tier 1 Capital Ratio by Risk Type - Tier 1 Eligible Capital - Total Capital Ratio - Market - Less: Goodwill & Intangibles, Net - Credit Deferred Tax Assets & Debt - Operational Valuation Adjustment - Components of Total Capital - Tier 1 Capital - Subordinated Debt - Qualifying Long-Term Debt Source: Company SEC Filings and Earnings Conference Call (1) Goodwill & Intangibles includes mortgage servicing rights 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 and has not been updated since it was originally presented. 17

Total Capital Total and Adjusted Assets Source: Morgan Stanley SEC Filings and Earnings Conference Call (1) These amounts include the non-current portion of long-term borrowings (including Capital Units and junior subordinated debt issued to capital trusts) and 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 and has not been updated since it was originally presented. 18

Active Capital Management Tangible Shareholders' Equity and Leverage Ratios Tangible Equity ($Bn) Source: Company SEC Filings and Earnings Conference Call (1) 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 and has not been updated since it was originally presented. 19

Liquidity Framework Contingency Funding Plan Capital Markets Activity - Starting Cash - Type of Debt - Inflows / Outflows - Sourcing Channel - Business Unit Demands - Tenor - Stresses - Net Liquidity Position Business Unit Plans / Demands - Client Flows - Client Strategic Funding - Market Conditions 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 and has not been updated since it was originally presented. 20

Contingency Funding Plan 0 Time 1-Year Starting Cash (+/-) Known Inflows and Outflows (+/-) Probable Inflows and Outflows (+/-) Additional Uses Apply Stress Scenarios = Ending Liquidity 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 and has not been updated since it was originally presented. 21

Liquidity Average Liquidity Reserves per Quarter Source: Morgan Stanley 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 and has not been updated since it was originally presented. 22

Financing Long-Term Debt Issued Long-Term Debt Outstanding --------------------- -------------------------- ($Bn) ------------------------ ----------------------------- Source: 10K, 10Q, and Source: Company Shelf Filings Earnings Conference Call Secured Financing CP Outstanding ----------------- -------------- ($Bn) Equity Stock Loan Fixed Income Repo Weighted Average Maturity > 40 days ------------------------ ----------------------------- Source: Morgan Stanley Source: Morgan Stanley SEC Filings and Earnings Conference Call Earnings Conference Call (1) Reflects public market activity only, does not include private placements 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 and has not been updated since it was originally presented. 23

Credit Quality Debt Ratings Long-Term Debt Short-Term Debt -------------- --------------- Dominion Bond Rating Service Limited AA (Low) R-1 (Middle) Fitch Ratings (1) AA- F1+ Moody's Investors Service (2) Aa3 P-1 Rating and Investment Information, Inc. (R&I) (3) AA a-1+ Standard & Poor's (4) A+ A-1 (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 June 2, 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 and has not been updated since it was originally presented. 24