EXHIBIT 4.1



                             FIXED RATE SENIOR NOTE

REGISTERED                                                      REGISTERED
No. FXR                                                         U.S.$
                                                                CUSIP:

            Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) to the issuer or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or
such other name as requested by an authorized representative of The Depository
Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since
the registered owner hereof, Cede & Co., has an interest herein.








                                      A-1

<PAGE>



                                 MORGAN STANLEY
                   SENIOR GLOBAL MEDIUM-TERM NOTES, SERIES C
                                  (Fixed Rate)

       PROTECTED PERFORMANCE EQUITY LINKED SECURITIES(SM) ("PROPELS(SM)")

                      % PROPELS(SM) DUE DECEMBER 30, 2011
                           BASED ON THE VALUE OF THE
                        DOW JONES INDUSTRIAL AVERAGE(SM)


<TABLE>

<S>                       <C>                      <C>                        <C>
ORIGINAL ISSUE DATE:      INITIAL REDEMPTION       INTEREST RATE:   % per      MATURITY DATE:
                              DATE: N/A.               annum                       See "Maturity Date"
                                                                                   below.

INTEREST ACCRUAL          INITIAL REDEMPTION       INTEREST PAYMENT            OPTIONAL
    DATE:                     PERCENTAGE: N/A.         DATE(S): See "Interest      REPAYMENT
                                                       Payment Dates" below.       DATE(S):  N/A


SPECIFIED CURRENCY:       ANNUAL REDEMPTION        INTEREST PAYMENT            APPLICABILITY OF
    U.S. dollars              PERCENTAGE               PERIOD: Semi-annual         MODIFIED
                              REDUCTION: N/A                                       PAYMENT UPON
                                                                                   ACCELERATION OR
                                                                                   REDEMPTION: See
                                                                                   "Alternate Exchange
                                                                                   Calculation in Case of
                                                                                   an Event of Default"
                                                                                   below.

IF SPECIFIED              REDEMPTION NOTICE        APPLICABILITY OF            If yes, state Issue Price:
    CURRENCY OTHER            PERIOD: N/A.             ANNUAL INTEREST             N/A
    THAN U.S. DOLLARS,                                 PAYMENTS: N/A
    OPTION TO ELECT
    PAYMENT IN U.S.
    DOLLARS: N/A

EXCHANGE RATE             TAX REDEMPTION           PRICE APPLICABLE            ORIGINAL YIELD TO
    AGENT: N/A                AND PAYMENT OF       UPON OPTIONAL                   MATURITY: N/A
                              ADDITIONAL           REPAYMENT: N/A
                              AMOUNTS: N/A

OTHER PROVISIONS:         IF YES, STATE INITIAL
    See below.            OFFERING DATE: N/A
</TABLE>


Maturity Date................December 30, 2011, subject to extension in
                             accordance with the following paragraph in the
                             event of a Market Disruption Event on the final
                             Determination Date for calculating the Average
                             Protected Index Value.


                                      A-2

<PAGE>



                             If, due to a Market Disruption Event or otherwise,
                             the final Determination Date is postponed so that
                             it falls less than two scheduled Trading Days
                             prior to the scheduled Maturity Date, the Maturity
                             Date will be the second scheduled Trading Day
                             following that final Determination Date as
                             postponed. See "Determination Dates" below.

                             In the event that the final Determination Date is
                             postponed due to a Market Disruption Event or
                             otherwise, the Issuer shall give notice of such
                             postponement as promptly as possible, and in no
                             case later than one Business Day following the
                             scheduled final Determination Date, (i) to the
                             holder of this PROPELS by mailing notice of such
                             postponement by first class mail, postage prepaid,
                             to the holder's last address as it shall appear
                             upon the registry books, (ii) to the Trustee by
                             telephone or facsimile confirmed by mailing such
                             notice to the Trustee by first class mail, postage
                             prepaid, at its New York office and (iii) to The
                             Depository Trust Company (the "Depositary") by
                             telephone or facsimile confirmed by mailing such
                             notice to the Depositary by first class mail,
                             postage prepaid. Any notice that is mailed in the
                             manner herein provided shall be conclusively
                             presumed to have been duly given, whether or not
                             the holder of this PROPELS receives the notice.

Interest Payment Dates.....

                             If the scheduled Maturity Date is postponed due to
                             a Market Disruption Event or otherwise, the Issuer
                             shall pay interest on the Maturity Date as
                             postponed rather than on December 20, 2011, but no
                             interest will accrue on this PROPELS or on such
                             payment during the period from or after the
                             scheduled Maturity Date.

Record Date................  Notwithstanding the definition The Record Date for
                             each Interest Payment Date, including the Interest
                             Payment Date scheduled to occur on the Maturity
                             Date, shall be the date 15 calendar days prior to
                             such scheduled Interest Payment Date, whether or
                             not that date is a Business Day.

Minimum Denominations......  $

Maturity Redemption Amount.  At maturity, upon delivery of this PROPELS to the
                             Trustee, the Issuer shall pay with respect to each
                             $10 principal amount of this PROPELS an amount in
                             cash


                                      A-3

<PAGE>



                             equal to $10 plus the Supplemental Redemption
                             Amount, if any, as determined by the Calculation
                             Agent. See "Discontinuance of the DJIA; Alteration
                             of Method of Calculation" below.

                             The Issuer shall, or shall cause the Calculation
                             Agent to, (i) provide written notice to the
                             Trustee and to the Depositary, of the amount of
                             cash to be delivered with respect to each $10
                             principal amount of this PROPELS, on or prior to
                             10:30 a.m. on the Trading Day preceding the
                             Maturity Date (but if such Trading Day is not a
                             Business Day, prior to the close of business on
                             the Business Day preceding the Maturity Date), and
                             (ii) deliver the aggregate cash amount due with
                             respect to this PROPELS to the Trustee for
                             delivery to the Depositary, as holder of this
                             PROPELS, on the Maturity Date.

Supplemental Redemption
  Amount...................  The greater of (i) zero and (ii) the product of
                             $10 times the Index Percent Change. The
                             Calculation Agent shall calculate the Supplemental
                             Redemption Amount on the final Determination Date.

Index......................  The Dow Jones Industrial Average(SM) (the "DJIA"),
                             published by Dow Jones.

Index Percent Change.......  The Index Percent Change is a fraction, the
                             numerator of which shall be the Average Protected
                             Index Value minus the Initial Index Value and the
                             denominator of which shall be the Initial Index
                             Value. The Index Percent Change is described by
                             the following formula:

<TABLE>

                                               <c> <c>
                             Index Percent Change =  Average Protected Index Value - Initial Index Value
                                                     ---------------------------------------------------
                                                                 Initial Index Value
</TABLE>

Initial Index Value........

Average Protected Index
  Value....................  The arithmetic average of the Protected Index
                             Closing Values on the Determination Dates, as
                             calculated by the Calculation Agent.

Protected Index Closing
  Value....................  The Protected Index Closing Value on any
                             Determination Date shall be determined by the
                             Calculation Agent and shall equal the greater of
                             (i) the Index Closing Value on such Determination
                             Date and (ii) the highest Index Closing Value on
                             any previous


                                      A-4
<PAGE>


                             Determination Date, as determined by the
                             Calculation Agent; provided that the Protected
                             Index Closing Value on December 30, 2004 will
                             equal the Index Closing Value on such date.

Index Closing Value........  The Index Closing Value on any Trading Day shall
                             be determined by the Calculation Agent and shall
                             equal the closing value of the DJIA or any
                             Successor Index (as defined under "Discontinuance
                             of the DJIA; Alteration of Method of Calculation"
                             below) published at the regular official weekday
                             close of trading on that Trading Day. In certain
                             circumstances, the Index Closing Value will be
                             based on the alternate calculation of the DJIA
                             described under "Discontinuance of the DJIA;
                             Alteration of Method of Calculation."

                             In this PROPELS, references to the DJIA shall
                             include any Successor Index, unless the context
                             requires otherwise.

Determination Dates........  The Determination Dates shall be the 30th of each
                             December, beginning with December 30, 2004 to and
                             including December 30, 2010, and December 27,
                             2011, in each such case subject to adjustment for
                             Market Disruption Events as described in the two
                             following paragraphs.

                             If any of the first seven scheduled Determination
                             Dates is not a Trading Day or if a Market
                             Disruption Event occurs on any such date, such
                             Determination Date shall be the immediately
                             succeeding Trading Day during which no Market
                             Disruption Event shall have occurred; provided
                             that if a Market Disruption Event has occurred on
                             each of the five Trading Days immediately
                             succeeding any of the first seven Determination
                             Dates, then (i) such fifth succeeding Trading Day
                             shall be deemed to be the relevant Determination
                             Date, notwithstanding the occurrence of a Market
                             Disruption Event on such day, and (ii) with
                             respect to any such fifth Trading Day on which a
                             Market Disruption Event occurs, the Calculation
                             Agent shall determine the value of the DJIA on
                             such fifth Trading Day in accordance with the
                             formula for calculating the value of the DJIA


                                      A-5
<PAGE>


                             last in effect prior to the commencement of the
                             Market Disruption Event, without rebalancing or
                             substitution, using the closing price (or, if
                             trading in the relevant securities has been
                             materially suspended or materially limited, its
                             good faith estimate of the closing price that
                             would have prevailed but for such suspension or
                             limitation) on such Trading Day of each security
                             most recently comprising the DJIA.

                             If December 27, 2011 (the final scheduled
                             Determination Date) is not a Trading Day or if
                             there is a Market Disruption Event on such day,
                             the final Determination Date shall be the
                             immediately succeeding Trading Day during which no
                             Market Disruption Event shall have occurred.

Trading Day................  A day, as determined by the Calculation Agent, on
                             which trading is generally conducted on the New
                             York Stock Exchange, Inc. (the "NYSE"), the
                             American Stock Exchange LLC, the Nasdaq National
                             Market, the Chicago Mercantile Exchange and the
                             Chicago Board of Options Exchange and in the
                             over-the-counter market for equity securities in
                             the United States.

Market Disruption Event....  "Market Disruption Event" means, with respect to
                             the DJIA, a suspension, absence or material
                             limitation of trading of stocks then constituting
                             20 percent or more of the value of the DJIA on the
                             Relevant Exchanges for such securities for more
                             than two hours of trading or during the one-half
                             hour period preceding the close of the principal
                             trading session on such Relevant Exchange; or a
                             breakdown or failure in the price and trade
                             reporting systems of any Relevant Exchange as a
                             result of which the reported trading prices for
                             stocks then constituting 20 percent or more of the
                             value of the DJIA during the last one-half hour
                             preceding the close of the principal trading
                             session on such Relevant Exchange are materially
                             inaccurate; or the suspension, absence or material
                             limitation of trading on the primary securities
                             market for trading in futures or options contracts
                             related to the DJIA for more than two hours of
                             trading or during the one-half hour period
                             preceding the close of the principal trading
                             session on such


                                      A-6
<PAGE>


                             market, in each case as determined by the
                             Calculation Agent in its sole discretion.

                             For the purpose of determining whether a Market
                             Disruption Event exists at any time, if trading in
                             a security included in the DJIA is materially
                             suspended or materially limited at that time, then
                             the relevant percentage contribution of that
                             security to the value of the DJIA shall be based
                             on a comparison of (x) the portion of the value of
                             the DJIA attributable to that security relative to
                             (y) the overall value of the DJIA, in each case
                             immediately before that suspension or limitation.

                             For purposes of determining whether a Market
                             Disruption Event has occurred: (i) a limitation on
                             the hours or number of days of trading shall not
                             constitute a Market Disruption Event if it results
                             from an announced change in the regular business
                             hours of the relevant exchange or market, (ii) a
                             decision to permanently discontinue trading in the
                             relevant futures or options contract shall not
                             constitute a Market Disruption Event, (iii)
                             limitations pursuant to the rules of any Relevant
                             Exchange similar to NYSE Rule 80A (or any
                             applicable rule or regulation enacted or
                             promulgated by any other self-regulatory
                             organization or any government agency of scope
                             similar to NYSE Rule 80A as determined by the
                             Calculation Agent) on trading during significant
                             market fluctuations shall constitute a suspension,
                             absence or material limitation of trading, (iv) a
                             suspension of trading in futures or options
                             contracts on the DJIA by the primary securities
                             market trading in such contracts by reason of (a)
                             a price change exceeding limits set by such
                             exchange or market, (b) an imbalance of orders
                             relating to such contracts or (c) a disparity in
                             bid and ask quotes relating to such contracts
                             shall constitute a suspension, absence or material
                             limitation of trading in futures or options
                             contracts related to the DJIA and (v) a
                             "suspension, absence or material limitation of
                             trading" on any Relevant Exchange or on the
                             primary market on which futures or options
                             contracts related to the DJIA are traded shall not
                             include any time when such market


                                      A-7
<PAGE>


                             is itself closed for trading under ordinary
                             circumstances.

Relevant Exchange..........  "Relevant Exchange" means the primary exchange or
                             market of trading for any security then included
                             in the DJIA or any Successor Index.

Alternate Exchange
  Calculation in Case of an
  Event of Default ........  In case an event of default with respect to this
                             PROPELS shall have occurred and be continuing, the
                             amount declared due and payable for each $10
                             principal amount of this PROPELS upon any
                             acceleration of this PROPELS (the "Acceleration
                             Amount") shall be determined by the Calculation
                             Agent and shall be equal to (i) accrued but unpaid
                             interest to but excluding the date of acceleration
                             plus (ii) $10 plus the Supplemental Redemption
                             Amount, if any, determined as though the Index
                             Closing Value for any Determination Date scheduled
                             to occur on or after such date of acceleration
                             were the Index Closing Value on the date of
                             acceleration.

                             If the maturity of this PROPELS is accelerated
                             because of an event of default as described above,
                             the Issuer shall, or shall cause the Calculation
                             Agent to, provide written notice to the Trustee at
                             its New York office, on which notice the Trustee
                             may conclusively rely, and to the Depositary of
                             the Acceleration Amount and the aggregate cash
                             amount due with respect to this PROPELS as
                             promptly as possible and in no event later than
                             two Business Days after the date of acceleration.

Calculation Agent..........  Morgan Stanley & Co. Incorporated and its
                             successors ("MS & Co.")

                             All determinations made by the Calculation Agent
                             shall be at the sole discretion of the Calculation
                             Agent and shall, in the absence of manifest error,
                             be conclusive for all purposes and binding on the
                             holder of this PROPELS and on the Issuer.

                             All calculations with respect to the Average
                             Protected Index Value and the Supplemental
                             Redemption Amount, if any, will be made by the
                             Calculation Agent


                                      A-8
<PAGE>


                             and shall be rounded to the nearest one
                             hundred-thousandth, with five one-millionths
                             rounded upward (e.g., .876545 would be rounded to
                             .87655); all dollar amounts related to
                             determination of the amount of cash payable per
                             PROPELS shall be rounded to the nearest
                             ten-thousandth, with five one hundred-thousandths
                             rounded upward (e.g., .76545 would be rounded up
                             to .7655); and all dollar amounts paid on the
                             aggregate number of PROPELS shall be rounded to
                             the nearest cent, with one-half cent rounded
                             upward.

Discontinuance of the DJIA;
  Alteration of Method of
  Calculation .............  If Dow Jones discontinues publication of the DJIA
                             and Dow Jones or another entity publishes a
                             successor or substitute index that MS & Co., as
                             the Calculation Agent, determines, in its sole
                             discretion, to be comparable to the discontinued
                             DJIA (such index being referred to herein as a
                             "Successor Index"), then any subsequent Index
                             Closing Value shall be determined by reference to
                             the value of such Successor Index at the regular
                             official weekday close of the principal trading
                             session of the relevant exchange or market for the
                             Successor Index on the date that any Index Closing
                             Value is to be determined.

                             Upon any selection by the Calculation Agent of a
                             Successor Index, the Calculation Agent shall cause
                             written notice thereof to be furnished to the
                             Trustee, to Morgan Stanley and to the holder of
                             this PROPELS within three Trading Days of such
                             selection.

                             If Dow Jones discontinues publication of the DJIA
                             prior to, and such discontinuance is continuing
                             on, the date that any Index Closing Value is to be
                             determined and MS & Co., as the Calculation Agent,
                             determines that no Successor Index is available at
                             such time, then, on such date, the Calculation
                             Agent shall determine the DJIA Closing Value in
                             accordance with the formula for calculating the
                             DJIA last in effect prior to such discontinuance,
                             without rebalancing or substitution, using the
                             closing price (or, if trading in the relevant
                             securities has been materially suspended or
                             materially limited, its good faith estimate of the
                             closing price that would have prevailed but for
                             such suspension or


                                      A-9
<PAGE>


                             limitation) at the close of the principal trading
                             session on such date of each security most
                             recently comprising the DJIA on the Relevant
                             Exchange.

                             If at any time the method of calculating the DJIA
                             or a Successor Index, or the value thereof, is
                             changed in a material respect, or if the DJIA or a
                             Successor Index is in any other way modified so
                             that such index does not, in the opinion of MS &
                             Co., as the Calculation Agent, fairly represent
                             the value of the DJIA or such Successor Index had
                             such changes or modifications not been made, then,
                             from and after such time, the Calculation Agent
                             shall, at the close of business in New York City
                             on each date on which the Index Closing Value is
                             to be determined, make such calculations and
                             adjustments as, in the good faith judgment of the
                             Calculation Agent, shall be necessary in order to
                             arrive at a value of a stock index comparable to
                             the DJIA or such Successor Index, as the case may
                             be, as if such changes or modifications had not
                             been made, and the Calculation Agent shall
                             determine the Average

                             Protected Index Value with reference to the DJIA
                             or such Successor Index, as adjusted. Accordingly,
                             if the method of calculating the DJIA or a
                             Successor Index is modified so that the value of
                             such index is a fraction of what it would have
                             been if it had not been modified (e.g., due to a
                             split in the index), then the Calculation Agent
                             shall adjust such index in order to arrive at a
                             value of the DJIA or such Successor Index as if it
                             had not been modified (i.e., as if such split had
                             not occurred).


                                      A-10

<PAGE>


     Morgan Stanley, a Delaware corporation (together with its successors and
assigns, the "Issuer"), for value received, hereby promises to pay to CEDE &
CO., or registered assignees, the amount of cash, as determined in accordance
with the provisions set forth under "Maturity Redemption Amount" above, due
with respect to the principal sum of U.S. $                   (UNITED STATES
DOLLARS                       ) on the Maturity Date specified above (except to
the extent redeemed or repaid prior to maturity) and to pay interest thereon at
the Interest Rate per annum specified above, from and including the Interest
Accrual Date specified above until the principal hereof is paid or duly made
available for payment weekly, monthly, quarterly, semiannually or annually in
arrears as specified above as the Interest Payment Period on each Interest
Payment Date (as specified above), commencing on the Interest Payment Date next
succeeding the Interest Accrual Date specified above, and at maturity (or on
any redemption or repayment date); provided, however, that if the Interest
Accrual Date occurs between a Record Date, as defined below, and the next
succeeding Interest Payment Date, interest payments will commence on the second
Interest Payment Date succeeding the Interest Accrual Date to the registered
holder of this Note on the Record Date with respect to such second Interest
Payment Date; and provided, further, that if this Note is subject to "Annual
Interest Payments," interest payments shall be made annually in arrears and the
term "Interest Payment Date" shall be deemed to mean the first day of March in
each year.

     Interest on this Note will accrue from and including the most recent date
to which interest has been paid or duly provided for, or, if no interest has
been paid or duly provided for, from and including the Interest Accrual Date,
until but excluding the date the principal hereof has been paid or duly made
available for payment. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, subject to certain exceptions
described herein, be paid to the person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on the date 15
calendar days prior to such Interest Payment Date (whether or not a Business
Day (as defined below)) (each such date, a "Record Date"); provided, however,
that interest payable at maturity (or any redemption or repayment date) will be
payable to the person to whom the principal hereof shall be payable. As used
herein, "Business Day" means any day, other than a Saturday or Sunday, (a) that
is neither a legal holiday nor a day on which banking institutions are
authorized or required by law or regulation to close (x) in The City of New
York or (y) if this Note is denominated in a Specified Currency other than U.S.
dollars, euro or Australian dollars, in the principal financial center of the
country of the Specified Currency, or (z) if this Note is denominated in
Australian dollars, in Sydney and (b) if this Note is denominated in euro, that
is also a day on which the Trans-European Automated Real-time Gross Settlement
Express Transfer System ("TARGET") is operating (a "TARGET Settlement Day").

     Payment of the principal of this Note, any premium and the interest due at
maturity (or any redemption or repayment date), unless this Note is denominated
in a Specified Currency other than U.S. dollars and is to be paid in whole or
in part in such Specified Currency, will be made in immediately available funds
upon surrender of this Note at the office or agency of the Paying Agent, as
defined on the reverse hereof, maintained for that purpose in the Borough of
Manhattan, The City of New York, or at such other paying agency as the Issuer
may determine, in U.S. dollars. U.S. dollar payments of interest, other than
interest due at maturity or on any date of redemption or


                                      A-11

<PAGE>


repayment, will be made by U.S. dollar check mailed to the address of the
person entitled thereto as such address shall appear in the Note register. A
holder of U.S. $10,000,000 (or the equivalent in a Specified Currency) or more
in aggregate principal amount of Notes having the same Interest Payment Date,
the interest on which is payable in U.S. dollars, shall be entitled to receive
payments of interest, other than interest due at maturity or on any date of
redemption or repayment, by wire transfer of immediately available funds if
appropriate wire transfer instructions have been received by the Paying Agent
in writing not less than 15 calendar days prior to the applicable Interest
Payment Date.

     If this Note is denominated in a Specified Currency other than U.S.
dollars, and the holder does not elect (in whole or in part) to receive payment
in U.S. dollars pursuant to the next succeeding paragraph, payments of
interest, principal or any premium with regard to this Note will be made by
wire transfer of immediately available funds to an account maintained by the
holder hereof with a bank located outside the United States if appropriate wire
transfer instructions have been received by the Paying Agent in writing, with
respect to payments of interest, on or prior to the fifth Business Day after
the applicable Record Date and, with respect to payments of principal or any
premium, at least ten Business Days prior to the Maturity Date or any
redemption or repayment date, as the case may be; provided that, if payment of
interest, principal or any premium with regard to this Note is payable in euro,
the account must be a euro account in a country for which the euro is the
lawful currency, provided, further, that if such wire transfer instructions are
not received, such payments will be made by check payable in such Specified
Currency mailed to the address of the person entitled thereto as such address
shall appear in the Note register; and provided, further, that payment of the
principal of this Note, any premium and the interest due at maturity (or on any
redemption or repayment date) will be made upon surrender of this Note at the
office or agency referred to in the preceding paragraph.

     If so indicated on the face hereof, the holder of this Note, if
denominated in a Specified Currency other than U.S. dollars, may elect to
receive all or a portion of payments on this Note in U.S. dollars by
transmitting a written request to the Paying Agent, on or prior to the fifth
Business Day after such Record Date or at least ten Business Days prior to the
Maturity Date or any redemption or repayment date, as the case may be. Such
election shall remain in effect unless such request is revoked by written
notice to the Paying Agent as to all or a portion of payments on this Note at
least five Business Days prior to such Record Date, for payments of interest,
or at least ten calendar days prior to the Maturity Date or any redemption or
repayment date, for payments of principal, as the case may be.

     If the holder elects to receive all or a portion of payments of principal
of, premium, if any, and interest on this Note, if denominated in a Specified
Currency other than U.S. dollars, in U.S. dollars, the Exchange Rate Agent (as
defined on the reverse hereof) will convert such payments into U.S. dollars. In
the event of such an election, payment in respect of this Note will be based
upon the exchange rate as determined by the Exchange Rate Agent based on the
highest bid quotation in The City of New York received by such Exchange Rate
Agent at approximately 11:00 a.m., New York City time, on the second Business
Day preceding the applicable payment date from three recognized foreign
exchange dealers (one of which may be the Exchange Rate Agent unless such


                                       A-12

<PAGE>


Exchange Rate Agent is an affiliate of the Issuer) for the purchase by the
quoting dealer of the Specified Currency for U.S. dollars for settlement on
such payment date in the amount of the Specified Currency payable in the
absence of such an election to such holder and at which the applicable dealer
commits to execute a contract. If such bid quotations are not available, such
payment will be made in the Specified Currency. All currency exchange costs
will be borne by the holder of this Note by deductions from such payments.

     Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Note shall
not be entitled to any benefit under the Senior Indenture, as defined on the
reverse hereof, or be valid or obligatory for any purpose.


                                       A-13

<PAGE>



     IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed.

DATED: February   , 2004
                                                    MORGAN STANLEY



                                                    By:
                                                      -------------------------
                                                      Name:
                                                      Title:

TRUSTEE'S CERTIFICATE
    OF AUTHENTICATION

This is one of the Notes referred
     to in the within-mentioned
     Senior Indenture.

JPMORGAN CHASE BANK,
        as Trustee



By:
  ---------------------------
        Authorized Officer







                                       A-14

<PAGE>



                              REVERSE OF SECURITY

     This Note is one of a duly authorized issue of Senior Global Medium-Term
Notes, Series C, having maturities more than nine months from the date of issue
(the "Notes") of the Issuer. The Notes are issuable under an Amended and
Restated Senior Indenture, dated as of May 1, 1999, between the Issuer and
JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Trustee
(the "Trustee," which term includes any successor trustee under the Senior
Indenture) (as may be amended or supplemented from time to time, the "Senior
Indenture"), to which Senior Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities of the Issuer, the Trustee and holders of the
Notes and the terms upon which the Notes are, and are to be, authenticated and
delivered. The Issuer has appointed JPMorgan Chase Bank at its corporate trust
office in The City of New York as the paying agent (the "Paying Agent," which
term includes any additional or successor Paying Agent appointed by the Issuer)
with respect to the Notes. The terms of individual Notes may vary with respect
to interest rates, interest rate formulas, issue dates, maturity dates, or
otherwise, all as provided in the Senior Indenture. To the extent not
inconsistent herewith, the terms of the Senior Indenture are hereby
incorporated by reference herein.

     Unless otherwise indicated on the face hereof, this Note will not be
subject to any sinking fund and, unless otherwise provided on the face hereof
in accordance with the provisions of the following two paragraphs, will not be
redeemable or subject to repayment at the option of the holder prior to
maturity.

     If so indicated on the face hereof, this Note may be redeemed in whole or
in part at the option of the Issuer on or after the Initial Redemption Date
specified on the face hereof on the terms set forth on the face hereof,
together with interest accrued and unpaid hereon to the date of redemption. If
this Note is subject to "Annual Redemption Percentage Reduction," the Initial
Redemption Percentage indicated on the face hereof will be reduced on each
anniversary of the Initial Redemption Date by the Annual Redemption Percentage
Reduction specified on the face hereof until the redemption price of this Note
is 100% of the principal amount hereof, together with interest accrued and
unpaid hereon to the date of redemption. Notice of redemption shall be mailed
to the registered holders of the Notes designated for redemption at their
addresses as the same shall appear on the Note register not less than 30 nor
more than 60 calendar days prior to the date fixed for redemption or within the
Redemption Notice Period specified on the face hereof, subject to all the
conditions and provisions of the Senior Indenture. In the event of redemption
of this Note in part only, a new Note or Notes for the amount of the unredeemed
portion hereof shall be issued in the name of the holder hereof upon the
cancellation hereof.

     If so indicated on the face of this Note, this Note will be subject to
repayment at the option of the holder on the Optional Repayment Date or Dates
specified on the face hereof on the terms set forth herein. On any Optional
Repayment Date, this Note will be repayable in whole or in part in increments
of $1,000 or, if this Note is denominated in a Specified Currency other than
U.S. dollars, in increments of 1,000 units of such Specified Currency (provided
that any remaining principal amount hereof shall not be less than the minimum
authorized denomination hereof) at the option of


                                       A-15

<PAGE>


the holder hereof at a price equal to 100% of the principal amount to be
repaid, together with interest accrued and unpaid hereon to the date of
repayment, provided that if this Note is issued with original issue discount,
this Note will be repayable on the applicable Optional Repayment Date or Dates
at the price(s) specified on the face hereof. For this Note to be repaid at the
option of the holder hereof, the Paying Agent must receive at its corporate
trust office in the Borough of Manhattan, The City of New York, at least 15 but
not more than 30 calendar days prior to the date of repayment, (i) this Note
with the form entitled "Option to Elect Repayment" below duly completed or (ii)
a telegram, telex, facsimile transmission or a letter from a member of a
national securities exchange or the National Association of Securities Dealers,
Inc. or a commercial bank or a trust company in the United States setting forth
the name of the holder of this Note, the principal amount hereof, the
certificate number of this Note or a description of this Note's tenor and
terms, the principal amount hereof to be repaid, a statement that the option to
elect repayment is being exercised thereby and a guarantee that this Note,
together with the form entitled "Option to Elect Repayment" duly completed,
will be received by the Paying Agent not later than the fifth Business Day
after the date of such telegram, telex, facsimile transmission or letter;
provided, that such telegram, telex, facsimile transmission or letter shall
only be effective if this Note and form duly completed are received by the
Paying Agent by such fifth Business Day. Exercise of such repayment option by
the holder hereof shall be irrevocable. In the event of repayment of this Note
in part only, a new Note or Notes for the amount of the unpaid portion hereof
shall be issued in the name of the holder hereof upon the cancellation hereof.

     Interest payments on this Note will include interest accrued to but
excluding the Interest Payment Dates or the Maturity Date (or any earlier
redemption or repayment date), as the case may be. Unless otherwise provided on
the face hereof, interest payments for this Note will be computed and paid on
the basis of a 360-day year of twelve 30-day months.

     In the case where the Interest Payment Date or the Maturity Date (or any
redemption or repayment date) does not fall on a Business Day, payment of
interest, premium, if any, or principal otherwise payable on such date need not
be made on such date, but may be made on the next succeeding Business Day with
the same force and effect as if made on the Interest Payment Date or on the
Maturity Date (or any redemption or repayment date), and no interest on such
payment shall accrue for the period from and after the Interest Payment Date or
the Maturity Date (or any redemption or repayment date) to such next succeeding
Business Day.

     This Note and all the obligations of the Issuer hereunder are direct,
unsecured obligations of the Issuer and rank without preference or priority
among themselves and pari passu with all other existing and future unsecured
and unsubordinated indebtedness of the Issuer, subject to certain statutory
exceptions in the event of liquidation upon insolvency.

     This Note, and any Note or Notes issued upon transfer or exchange hereof,
is issuable only in fully registered form, without coupons, and, if denominated
in U.S. dollars, unless otherwise stated above, is issuable only in
denominations of U.S. $1,000 and any integral multiple of U.S. $1,000 in excess
thereof. If this Note is denominated in a Specified Currency other than U.S.
dollars, then, unless a higher minimum denomination is required by applicable
law, it is issuable


                                       A-16

<PAGE>


only in denominations of the equivalent of U.S. $1,000 (rounded to an integral
multiple of 1,000 units of such Specified Currency), or any amount in excess
thereof which is an integral multiple of 1,000 units of such Specified
Currency, as determined by reference to the noon dollar buying rate in The City
of New York for cable transfers of such Specified Currency published by the
Federal Reserve Bank of New York (the "Market Exchange Rate") on the Business
Day immediately preceding the date of issuance.

     The Trustee has been appointed registrar for the Notes, and the Trustee
will maintain at its office in The City of New York a register for the
registration and transfer of Notes. This Note may be transferred at the
aforesaid office of the Trustee by surrendering this Note for cancellation,
accompanied by a written instrument of transfer in form satisfactory to the
Issuer and the Trustee and duly executed by the registered holder hereof in
person or by the holder's attorney duly authorized in writing, and thereupon
the Trustee shall issue in the name of the transferee or transferees, in
exchange herefor, a new Note or Notes having identical terms and provisions and
having a like aggregate principal amount in authorized denominations, subject
to the terms and conditions set forth herein; provided, however, that the
Trustee will not be required (i) to register the transfer of or exchange any
Note that has been called for redemption in whole or in part, except the
unredeemed portion of Notes being redeemed in part, (ii) to register the
transfer of or exchange any Note if the holder thereof has exercised his right,
if any, to require the Issuer to repurchase such Note in whole or in part,
except the portion of such Note not required to be repurchased, or (iii) to
register the transfer of or exchange Notes to the extent and during the period
so provided in the Senior Indenture with respect to the redemption of Notes.
Notes are exchangeable at said office for other Notes of other authorized
denominations of equal aggregate principal amount having identical terms and
provisions. All such exchanges and transfers of Notes will be free of charge,
but the Issuer may require payment of a sum sufficient to cover any tax or
other governmental charge in connection therewith. All Notes surrendered for
exchange shall be accompanied by a written instrument of transfer in form
satisfactory to the Issuer and the Trustee and executed by the registered
holder in person or by the holder's attorney duly authorized in writing. The
date of registration of any Note delivered upon any exchange or transfer of
Notes shall be such that no gain or loss of interest results from such exchange
or transfer.

     In case this Note shall at any time become mutilated, defaced or be
destroyed, lost or stolen and this Note or evidence of the loss, theft or
destruction thereof (together with the indemnity hereinafter referred to and
such other documents or proof as may be required in the premises) shall be
delivered to the Trustee, the Issuer in its discretion may execute a new Note
of like tenor in exchange for this Note, but, if this Note is destroyed, lost
or stolen, only upon receipt of evidence satisfactory to the Trustee and the
Issuer that this Note was destroyed or lost or stolen and, if required, upon
receipt also of indemnity satisfactory to each of them. All expenses and
reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a new Note shall be borne by the
owner of the Note mutilated, defaced, destroyed, lost or stolen.

     The Senior Indenture provides that (a) if an Event of Default (as defined
in the Senior Indenture) due to the default in payment of principal of,
premium, if any, or interest on, any series


                                       A-17

<PAGE>


of debt securities issued under the Senior Indenture, including the series of
Senior Medium-Term Notes of which this Note forms a part, or due to the default
in the performance or breach of any other covenant or warranty of the Issuer
applicable to the debt securities of such series but not applicable to all
outstanding debt securities issued under the Senior Indenture shall have
occurred and be continuing, either the Trustee or the holders of not less than
25% in aggregate principal amount of the outstanding debt securities of each
affected series, voting as one class, by notice in writing to the Issuer and to
the Trustee, if given by the securityholders, may then declare the principal of
all debt securities of all such series and interest accrued thereon to be due
and payable immediately and (b) if an Event of Default due to a default in the
performance of any other of the covenants or agreements in the Senior Indenture
applicable to all outstanding debt securities issued thereunder, including this
Note, or due to certain events of bankruptcy, insolvency or reorganization of
the Issuer, shall have occurred and be continuing, either the Trustee or the
holders of not less than 25% in aggregate principal amount of all outstanding
debt securities issued under the Senior Indenture, voting as one class, by
notice in writing to the Issuer and to the Trustee, if given by the
securityholders, may declare the principal of all such debt securities and
interest accrued thereon to be due and payable immediately, but upon certain
conditions such declarations may be annulled and past defaults may be waived
(except a continuing default in payment of principal or premium, if any, or
interest on such debt securities) by the holders of a majority in aggregate
principal amount of the debt securities of all affected series then
outstanding.

     If the face hereof indicates that this Note is subject to "Modified
Payment upon Acceleration or Redemption," then (i) if the principal hereof is
declared to be due and payable as described in the preceding paragraph, the
amount of principal due and payable with respect to this Note shall be limited
to the aggregate principal amount hereof multiplied by the sum of the Issue
Price specified on the face hereof (expressed as a percentage of the aggregate
principal amount) plus the original issue discount amortized from the Interest
Accrual Date to the date of declaration, which amortization shall be calculated
using the "interest method" (computed in accordance with generally accepted
accounting principles in effect on the date of declaration), (ii) for the
purpose of any vote of securityholders taken pursuant to the Senior Indenture
prior to the acceleration of payment of this Note, the principal amount hereof
shall equal the amount that would be due and payable hereon, calculated as set
forth in clause (i) above, if this Note were declared to be due and payable on
the date of any such vote and (iii) for the purpose of any vote of
securityholders taken pursuant to the Senior Indenture following the
acceleration of payment of this Note, the principal amount hereof shall equal
the amount of principal due and payable with respect to this Note, calculated
as set forth in clause (i) above.

     If the face hereof indicates that this Note is subject to "Tax Redemption
and Payment of Additional Amounts," this Note may be redeemed, as a whole, at
the option of the Issuer at any time prior to maturity, upon the giving of a
notice of redemption as described below, at a redemption price equal to 100% of
the principal amount hereof, together with accrued interest to the date fixed
for redemption (except that if this Note is subject to "Modified Payment upon
Acceleration or Redemption," such redemption price would be limited to the
aggregate principal amount hereof multiplied by the sum of the Issue Price
specified on the face hereof (expressed as a percentage of the aggregate
principal amount) plus the original issue discount amortized from the Interest
Accrual


                                       A-18

<PAGE>


Date to the date of redemption, which amortization shall be calculated using
the "interest method" (computed in accordance with generally accepted
accounting principles in effect on the date of redemption) (the "Amortized
Amount")), if the Issuer determines that, as a result of any change in or
amendment to the laws, or any regulations or rulings promulgated thereunder, of
the United States or of any political subdivision or taxing authority thereof
or therein affecting taxation, or any change in official position regarding the
application or interpretation of such laws, regulations or rulings, which
change or amendment becomes effective on or after the Initial Offering Date
hereof, the Issuer has or will become obligated to pay Additional Amounts, as
defined below, with respect to this Note as described below. Prior to the
giving of any notice of redemption pursuant to this paragraph, the Issuer shall
deliver to the Trustee (i) a certificate stating that the Issuer is entitled to
effect such redemption and setting forth a statement of facts showing that the
conditions precedent to the right of the Issuer to so redeem have occurred, and
(ii) an opinion of independent legal counsel satisfactory to the Trustee to
such effect based on such statement of facts; provided that no such notice of
redemption shall be given earlier than 60 calendar days prior to the earliest
date on which the Issuer would be obligated to pay such Additional Amounts if a
payment in respect of this Note were then due.

     Notice of redemption will be given not less than 30 nor more than 60
calendar days prior to the date fixed for redemption or within the Redemption
Notice Period specified on the face hereof, which date and the applicable
redemption price will be specified in the notice.

     If the face hereof indicates that this Note is subject to "Tax Redemption
and Payment of Additional Amounts," the Issuer will, subject to certain
exceptions and limitations set forth below, pay such additional amounts (the
"Additional Amounts") to the holder of this Note who is a United States Alien
as may be necessary in order that every net payment of the principal of and
interest on this Note and any other amounts payable on this Note, after
withholding or deduction for or on account of any present or future tax,
assessment or governmental charge imposed upon or as a result of such payment
by the United States, or any political subdivision or taxing authority thereof
or therein, will not be less than the amount provided for in this Note to be
then due and payable. The Issuer will not, however, make any payment of
Additional Amounts to any such holder who is a United States Alien for or on
account of:

          (a) any present or future tax, assessment or other governmental
     charge that would not have been so imposed but for (i) the existence of
     any present or former connection between such holder, or between a
     fiduciary, settlor, beneficiary, member or shareholder of such holder, if
     such holder is an estate, a trust, a partnership or a corporation for
     United States federal income tax purposes, and the United States,
     including, without limitation, such holder, or such fiduciary, settlor,
     beneficiary, member or shareholder, being or having been a citizen or
     resident thereof or being or having been engaged in a trade or business or
     present therein or having, or having had, a permanent establishment
     therein or (ii) the presentation by or on behalf of the holder of this
     Note for payment on a date more than 15 calendar days after the date on
     which such payment became due and payable or the date on which payment
     thereof is duly provided for, whichever occurs later;


                                       A-19

<PAGE>



          (b) any estate, inheritance, gift, sales, transfer, excise or
     personal property tax or any similar tax, assessment or governmental
     charge;

          (c) any tax, assessment or other governmental charge imposed by
     reason of such holder's past or present status as a personal holding
     company or foreign personal holding company or controlled foreign
     corporation or passive foreign investment company with respect to the
     United States or as a corporation which accumulates earnings to avoid
     United States federal income tax or as a private foundation or other
     tax-exempt organization or a bank receiving interest under Section
     881(c)(3)(A) of the Internal Revenue Code of 1986, as amended;

          (d) any tax, assessment or other governmental charge that is payable
     otherwise than by withholding or deduction from payments on or in respect
     of this Note;

          (e) any tax, assessment or other governmental charge required to be
     withheld by any Paying Agent from any payment of principal of, or interest
     on, this Note, if such payment can be made without such withholding by any
     other Paying Agent in a city in Western Europe;

          (f) any tax, assessment or other governmental charge that would not
     have been imposed but for the failure to comply with certification,
     information or other reporting requirements concerning the nationality,
     residence or identity of the holder or beneficial owner of this Note, if
     such compliance is required by statute or by regulation of the United
     States or of any political subdivision or taxing authority thereof or
     therein as a precondition to relief or exemption from such tax, assessment
     or other governmental charge;

          (g) any tax, assessment or other governmental charge imposed by
     reason of such holder's past or present status as the actual or
     constructive owner of 10% or more of the total combined voting power of
     all classes of stock entitled to vote of the Issuer or as a direct or
     indirect subsidiary of the Issuer; or

          (h) any combination of items (a), (b), (c), (d), (e), (f) or (g).

In addition, the Issuer shall not be required to make any payment of Additional
Amounts (i) to any such holder where such withholding or deduction is imposed
on a payment to an individual and is required to be made pursuant to any law
implementing or complying with, or introduced in order to conform to, any
European Union Directive on the taxation of savings; or (ii) by or on behalf of
a holder who would have been able to avoid such withholding or deduction by
presenting this Note or the relevant coupon to another Paying Agent in a member
state of the European Union. Nor shall the Issuer pay Additional Amounts with
respect to any payment on this Note to a United States Alien who is a fiduciary
or partnership or other than the sole beneficial owner of such payment to the
extent such payment would be required by the laws of the United States (or any
political subdivision thereof) to be included in the income, for tax purposes,
of a beneficiary or settlor with respect to such fiduciary or a member of such
partnership or a beneficial owner who would not have been entitled to the
Additional Amounts had such beneficiary, settlor, member or beneficial owner
been the holder of this Note.


                                       A-20

<PAGE>


     The Senior Indenture permits the Issuer and the Trustee, with the consent
of the holders of not less than a majority in aggregate principal amount of the
debt securities of all series issued under the Senior Indenture then
outstanding and affected (voting as one class), to execute supplemental
indentures adding any provisions to or changing in any manner the rights of the
holders of each series so affected; provided that the Issuer and the Trustee
may not, without the consent of the holder of each outstanding debt security
affected thereby, (a) extend the final maturity of any such debt security, or
reduce the principal amount thereof, or reduce the rate or extend the time of
payment of interest thereon, or reduce any amount payable on redemption
thereof, or change the currency of payment thereof, or modify or amend the
provisions for conversion of any currency into any other currency, or modify or
amend the provisions for conversion or exchange of the debt security for
securities of the Issuer or other entities or for other property or the cash
value of the property (other than as provided in the antidilution provisions or
other similar adjustment provisions of the debt securities or otherwise in
accordance with the terms thereof), or impair or affect the rights of any
holder to institute suit for the payment thereof or (b) reduce the aforesaid
percentage in principal amount of debt securities the consent of the holders of
which is required for any such supplemental indenture.

     Except as set forth below, if the principal of, premium, if any, or
interest on this Note is payable in a Specified Currency other than U.S.
dollars and such Specified Currency is not available to the Issuer for making
payments hereon due to the imposition of exchange controls or other
circumstances beyond the control of the Issuer or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking community,
then the Issuer will be entitled to satisfy its obligations to the holder of
this Note by making such payments in U.S. dollars on the basis of the Market
Exchange Rate on the date of such payment or, if the Market Exchange Rate is
not available on such date, as of the most recent practicable date; provided,
however, that if the euro has been substituted for such Specified Currency, the
Issuer may at its option (or shall, if so required by applicable law) without
the consent of the holder of this Note effect the payment of principal of,
premium, if any, or interest on, any Note denominated in such Specified
Currency in euro in lieu of such Specified Currency in conformity with legally
applicable measures taken pursuant to, or by virtue of, the Treaty establishing
the European Community, as amended. Any payment made under such circumstances
in U.S. dollars or euro where the required payment is in an unavailable
Specified Currency will not constitute an Event of Default. If such Market
Exchange Rate is not then available to the Issuer or is not published for a
particular Specified Currency, the Market Exchange Rate will be based on the
highest bid quotation in The City of New York received by the Exchange Rate
Agent at approximately 11:00 a.m., New York City time, on the second Business
Day preceding the date of such payment from three recognized foreign exchange
dealers (the "Exchange Dealers") for the purchase by the quoting Exchange
Dealer of the Specified Currency for U.S. dollars for settlement on the payment
date, in the aggregate amount of the Specified Currency payable to those
holders or beneficial owners of Notes and at which the applicable Exchange
Dealer commits to execute a contract. One of the Exchange Dealers providing
quotations may be the Exchange Rate Agent unless the Exchange Rate Agent is an
affiliate of the Issuer. If those bid quotations are not available, the
Exchange Rate Agent shall determine the market exchange rate at its sole
discretion.


                                       A-21

<PAGE>


     The "Exchange Rate Agent" shall be Morgan Stanley & Co. Incorporated,
unless otherwise indicated on the face hereof.

     All determinations referred to above made by, or on behalf of, the Issuer
or by, or on behalf of, the Exchange Rate Agent shall be at such entity's sole
discretion and shall, in the absence of manifest error, be conclusive for all
purposes and binding on holders of Notes and coupons.

     So long as this Note shall be outstanding, the Issuer will cause to be
maintained an office or agency for the payment of the principal of and premium,
if any, and interest on this Note as herein provided in the Borough of
Manhattan, The City of New York, and an office or agency in said Borough of
Manhattan for the registration, transfer and exchange as aforesaid of the
Notes. The Issuer may designate other agencies for the payment of said
principal, premium and interest at such place or places (subject to applicable
laws and regulations) as the Issuer may decide. So long as there shall be such
an agency, the Issuer shall keep the Trustee advised of the names and locations
of such agencies, if any are so designated. If any European Union Directive on
the taxation of savings comes into force, the Issuer will, to the extent
possible as a matter of law, maintain a Paying Agent in a member state of the
European Union that will not be obligated to withhold or deduct tax pursuant to
any such Directive or any law implementing or complying with, or introduced in
order to conform to, such Directive.

     With respect to moneys paid by the Issuer and held by the Trustee or any
Paying Agent for payment of the principal of or interest or premium, if any, on
any Notes that remain unclaimed at the end of two years after such principal,
interest or premium shall have become due and payable (whether at maturity or
upon call for redemption or otherwise), (i) the Trustee or such Paying Agent
shall notify the holders of such Notes that such moneys shall be repaid to the
Issuer and any person claiming such moneys shall thereafter look only to the
Issuer for payment thereof and (ii) such moneys shall be so repaid to the
Issuer. Upon such repayment all liability of the Trustee or such Paying Agent
with respect to such moneys shall thereupon cease, without, however, limiting
in any way any obligation that the Issuer may have to pay the principal of or
interest or premium, if any, on this Note as the same shall become due.

     No provision of this Note or of the Senior Indenture shall alter or impair
the obligation of the Issuer, which is absolute and unconditional, to pay the
principal of, premium, if any, and interest on this Note at the time, place,
and rate, and in the coin or currency, herein prescribed unless otherwise
agreed between the Issuer and the registered holder of this Note.

     Prior to due presentment of this Note for registration of transfer, the
Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the
holder in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and none of the Issuer, the
Trustee or any such agent shall be affected by notice to the contrary.

     No recourse shall be had for the payment of the principal of, premium, if
any, or the interest on this Note, for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Senior Indenture or any
indenture supplemental thereto, against any incorporator, shareholder,


                                       A-22

<PAGE>


officer or director, as such, past, present or future, of the Issuer or of any
successor corporation, either directly or through the Issuer or any successor
corporation, whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.

     This Note shall for all purposes be governed by, and construed in
accordance with, the laws of the State of New York.

     As used herein, the term "United States Alien" means any person who is,
for United States federal income tax purposes, (i) a nonresident alien
individual, (ii) a foreign corporation, (iii) a nonresident alien fiduciary of
a foreign estate or trust or (iv) a foreign partnership one or more of the
members of which is, for United States federal income tax purposes, a
nonresident alien individual, a foreign corporation or a nonresident alien
fiduciary of a foreign estate or trust.

     All terms used in this Note which are defined in the Senior Indenture and
not otherwise defined herein shall have the meanings assigned to them in the
Senior Indenture.


                                       A-23

<PAGE>



                                 ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

          TEN COM  -  as tenants in common
          TEN ENT  -  as tenants by the entireties
          JT TEN   -  as joint tenants with right of survivorship and not as
                      tenants in common

     UNIF GIFT MIN ACT - __________________ Custodian __________________________
                              (Minor)                          (Cust)

     Under Uniform Gifts to Minors Act __________________________________
                                                   (State)

     Additional abbreviations may also be used though not in the above list.

                                   ---------







                                       A-24

<PAGE>


     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto



________________________________________
[PLEASE INSERT SOCIAL SECURITY OR OTHER
   IDENTIFYING NUMBER OF ASSIGNEE]


_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]

the within Note and all rights thereunder, hereby irrevocably constituting and
appointing such person attorney to transfer such note on the books of the
Issuer, with full power of substitution in the premises.



Dated:________________________


NOTICE: The signature to this assignment must correspond with the
        name as written upon the face of the within Note in every
        particular without alteration or enlargement or any change
        whatsoever.


                                       A-25

<PAGE>


                           OPTION TO ELECT REPAYMENT

     The undersigned hereby irrevocably requests and instructs the Issuer to
repay the within Note (or portion thereof specified below) pursuant to its
terms at a price equal to the principal amount thereof, together with interest
to the Optional Repayment Date, to the undersigned at

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
        (Please print or typewrite name and address of the undersigned)


     If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof which the holder elects to have repaid:
___________; and specify the denomination or denominations (which shall not be
less than the minimum authorized denomination) of the Notes to be issued to the
holder for the portion of the within Note not being repaid (in the absence of
any such specification, one such Note will be issued for the portion not being
repaid): ___________.


Dated:_____________________________    _________________________________________
                                       NOTICE: The signature on this Option
                                       to Elect Repayment must correspond with
                                       the name as written upon the face of the
                                       within instrument in every particular
                                       without alteration or enlargement.

                                       A-26