Exhibit 24
POWER OF ATTORNEY


		The undersigned hereby makes,
constitutes and appoints each of Donald G. Kempf, Jr., Ronald T. Carman,
Ola E. Lotfy, Charlene R. Herzer, Martin M. Cohen, William J.
O'Shaughnessy, Jr., W. Gary Beeson, Jacob Tyler and Jeanne Greeley to act
severally and not jointly, as his true and lawful agents and
attorneys-in-fact, with full power and authority to act hereunder, each in
his/her discretion, in the name of and for and on behalf of the undersigned
as fully as could the undersigned if present and acting in person, to
request electronic filing codes from the Securities and Exchange Commission
(the "SEC") by filing the Form ID Uniform Application for Access Codes to
File on EDGAR and to make any and all required or voluntary filings under
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the applicable rules and regulation thereunder, with
the SEC, and any and all applicable stock exchanges, Morgan Stanley and any
other person or entity to which such filings may be required under Section
16(a) of the Exchange Act as a result of the undersigned's status as an
officer, director or stockholder of Morgan Stanley.  This power of attorney
shall remain in full force and effect until the undersigned is no longer
required to file Forms 3, 4 and 5 with respect to securities of Morgan
Stanley.

		IN WITNESS WHEREOF, the undersigned has executed this power
of attorney, effective as of this 5th day of May 2005.

									 By:
/s/ Neal A. Shear
											 Neal A. Shear