EXHIBIT 4-w


                           [FORM OF FACE OF SECURITY]
                       MORGAN STANLEY DIRECTSECURITIES(SM)


REGISTERED                                               REGISTERED
No. FXR                                                  [PRINCIPAL AMOUNT]
                                                         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. (1)






-----------------------------
1   Applies only if this Note is a Registered Global Security.


<PAGE>



                                 MORGAN STANLEY
                       MORGAN STANLEY DIRECTSECURITIES(SM)


--------------------------------------------------------------------------------
ORIGINAL ISSUE      INITIAL             INTEREST RATE:       MATURITY DATE:
  DATE:               REDEMPTION
                      DATE:
--------------------------------------------------------------------------------
INTEREST ACCRUAL    INITIAL             INTEREST             APPLICABILITY
  DATE:               REDEMPTION          PAYMENT              OF SURVIVOR'S
                      PERCENTAGE:         DATE(S): The 15th    OPTION: YES(2)
                                          day of each [   ],
                                          beginning [      ]
--------------------------------------------------------------------------------
                    ANNUAL              INTEREST             OPTIONAL
                      REDEMPTION          PAYMENT              REPAYMENT
                      PERCENTAGE          PERIOD:              DATE(S):
                      REDUCTION:
--------------------------------------------------------------------------------
                    REDEMPTION                               APPLICABILITY
                      NOTICE                                   OF MODIFIED
                      PERIOD:(3)                               PAYMENT UPON
                                                               ACCELERATION:
--------------------------------------------------------------------------------
                    TAX REDEMPTION                           If yes, state
                      AND PAYMENT OF                           Issue Price:
                      ADDITIONAL
                      AMOUNTS: NO(4)
--------------------------------------------------------------------------------
OTHER PROVISIONS:   IF YES, STATE                            ORIGINAL YIELD
                      INITIAL                                  TO MATURITY:
                      OFFERING DATE:
                      N/A
--------------------------------------------------------------------------------

     Morgan Stanley, a Delaware corporation (together with its successors and
assigns, the "Issuer"), for value received, hereby promises to pay to
                    , or registered assignees, the principal sum of
US$[         ], 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 monthly, quarterly, semiannually or annually in arrears as specified
above as the Interest Payment Period on each Interest Payment Date (as defined
below), commencing on the Interest Payment Date next succeeding the Interest
Accrual Date specified above, and at maturity (or on any redemption or repayment
date or upon repayment pursuant to the exercise of the Survivor's Option);
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


----------------------------
     (2) Default provision is YES.

     (3) Applicable if other than 30-60 calendar days. Minimum notice period is
[10] calendar days [current DTC limitation].

     (4) Default provision is NO. Indicate YES only for certain notes issued on
a global basis if specified in pricing supplement.


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<PAGE>


succeeding the Interest Accrual Date to the registered holder of this Note on
the Record Date with respect to such second Interest Payment Date.

     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 or upon
repayment pursuant to the exercise of the Survivor's Option) 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, that is neither a
legal holiday nor a day on which banking institutions are authorized or required
by law or regulation to close in The City of New York.

     Unless otherwise specified above, "Interest Payment Dates" will be as
follows:

          (a) For monthly Interest Payment Periods, the Interest Payment Dates
     will be the fifteenth day of each calendar month, beginning in the first
     calendar month following the month this Note is issued;

          (b) For quarterly Interest Payment Periods, the Interest Payment Dates
     will be the fifteenth day of every third month, beginning in the third
     calendar month following the month this Note is issued;

          (c) For semiannual Interest Payment Periods, the Interest Payment
     Dates will be the fifteenth day of every sixth month, beginning in the
     sixth calendar month following the month this Note is issued; and

          (d) For annual Interest Payment Periods, the Interest Payment Dates
     will be the fifteenth day of every twelfth month, beginning in the twelfth
     calendar month following the month this Note is issued.

     Payment of the principal of this Note, any premium and the interest due at
maturity (or any redemption or repayment date or upon repayment pursuant to the
exercise of the Survivor's Option) will be made in immediately available funds
upon surrender of this Note (and in connection with a repayment date or the
exercise of the Survivor's Option, upon providing the information and/or
documents required herein on the applicable date for repayment) 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. Payments of
interest, other than interest due at maturity or on any date of redemption or
repayment or upon repayment pursuant to the exercise of the Survivor's Option,
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
$10,000,000 or more in aggregate principal amount of Notes having the same
Interest Payment Date shall be entitled to receive payments of interest in U.S.
dollars, other than interest due at maturity or on any date of


                                       3
<PAGE>


redemption or repayment or upon repayment pursuant to the exercise of the
Survivor's Option, 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.

     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.












                                       4
<PAGE>


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

DATED:
                                    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







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<PAGE>


                          [FORM OF REVERSE OF SECURITY]

     This Note is one of a duly authorized issue of Morgan Stanley
DirectSecurities(SM) having a maturity more than nine months from the date of
issue (the "Notes") of the Issuer. The Notes are issuable under a Senior
Indenture, dated as of November 1, 2004, between the Issuer and JPMorgan Chase
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, 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 (provided that any remaining principal amount hereof shall not be less
than the minimum authorized denomination hereof) at the option of 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. 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


                                       6
<PAGE>


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 and the principal amount shall be an authorized
denomination.

     If so indicated on the face of this Note, this Note will be subject to
repayment at the option of the holder of this Note upon the request of the
estate of a deceased owner of a beneficial ownership interest in this Note (a
"Survivor's Option") on the terms set forth herein. If a Survivor's Option is
applicable, subject to the Annual Put Limitation and the Individual Put
Limitation (each as defined below), this Note shall be repayable in whole or in
part in increments of $1,000 (provided that any remaining principal amount
hereof shall not be less than the minimum authorized denomination hereof) at the
option of 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. For this Note to be repaid at the option of the holder hereof, the
deceased beneficial owner's Authorized Representative (as defined below) must
provide the following items to the participant (the "Participant") of The
Depository Trust Company (the "Depositary") through which the related beneficial
interest in this Note is owned:

          (a) a written instruction to such Participant, to notify the
     Depositary of the Authorized Representative's desire to obtain repayment
     pursuant to exercise of the Survivor's Option;

          (b) appropriate evidence that (i) the deceased was the owner of a
     beneficial interest in this Note at the time of death and for at least six
     months prior to his or her death, (ii) the death of the owner has occurred
     and (iii) the Authorized Representative has authority to act on behalf of
     the deceased owner;

          (c) if the beneficial interest in this Note is held by a nominee of
     the deceased owner, a certificate or letter from the nominee attesting to
     the deceased owner's ownership of a beneficial interest in this Note;

          (d) a written request for repayment signed by the Authorized
     Representative of the deceased beneficial owner (which includes a detailed
     description of the Note, including CUSIP number and Maturity Date, the
     deceased's social security number and the date of death of the deceased),
     with signature guaranteed by a member firm of a registered national


                                       7
<PAGE>


     securities exchange or of the National Association of Securities Dealers,
     Inc. or a commercial bank or trust company having an office or
     correspondent in the United States;

          (e) if applicable, a properly executed assignment or endorsement;

          (f) tax waivers and any other instruments or documents reasonably
     required in order to establish the validity of the ownership of the
     beneficial interest in this Note and the claimant's entitlement to payment;
     and

          (g) any additional information reasonably required to document the
     ownership or authority to exercise the Survivor's Option and to cause the
     repayment of this Note.

Following receipt of the items listed in (a) through (g) above, the applicable
Participant will deliver each of the items to the Trustee, together with
evidence satisfactory to the Trustee from the Participant stating that it
represents the deceased owner of the beneficial interest in this Note.

     The Issuer may limit the aggregate principal amount of Notes subject to a
Survivor's Option that may be exercised in any calendar year (the "Annual Put
Limitation") to an amount equal to the greater of (i) $5,000,000 or (ii) 5% of
the principal amount of Notes outstanding under the Issuer's DirectSecurities
program as of the end of the most recent calendar year and subject to the
Survivor's Option. The Issuer may also limit the aggregate principal amount of
Notes subject to a Survivor's Option that may be exercised in any calendar year
on behalf of any individual deceased owner of a beneficial interest in this Note
to $500,000 (the "Individual Put Limitation").

     A valid election to exercise the Survivor's Option may not be withdrawn,
unless the election is not accepted during one calendar year as a result of
either the Annual Put Limitation or the Individual Put Limitation. After such
exercise, the Notes with respect to which the Survivor's Option has been
exercised may not be transferred prior to repayment by the Issuer. Each election
to exercise the Survivor's Option will be accepted in the order received by the
Trustee, except for an election the acceptance of which would contravene the
Annual Put Limitation or the Individual Put Limitation. If this Note is accepted
for repayment pursuant to exercise of the Survivor's Option, the principal
amount and accrued interest to be repaid will be repaid no later than the first
Interest Payment Date that occurs 20 or more calendar days after the date of
acceptance. The Issuer shall (i) 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 principal amount of and accrued interest on this Note to be
repaid, on or prior to 10:30 a.m. on the Business Day preceding the day on which
such principal amount will be repaid and (ii) deliver the aggregate cash amount
due with respect to the principal amount of and accrued interest on this Note to
be repaid to the Trustee for delivery to the holder of this Note. The applicable
Participant will be responsible for disbursing payments received from the
Trustee to the Authorized Representative. Each election to exercise the
Survivor's Option that is not accepted in any calendar year due to the
application of the Annual Put Limitation or the Individual Put Limitation will
be deemed to be resubmitted on the first day of the following calendar year in
the order in which all such elections were originally received, unless the
election to exercise the Survivor's Option is withdrawn after such
non-acceptance. If a Note submitted for repayment pursuant to a valid election
to exercise the Survivor's Option is not accepted, the Issuer shall or shall
cause the


                                       8
<PAGE>


Trustee to deliver a written notice by first-class mail to the Authorized
Representative of the deceased beneficial owner that states the reason the
election to exercise the Survivor's Option was not accepted.

     For purposes of making a valid election to exercise the Survivor's Option:

          (a) The Survivor's Option must be exercised by or on behalf of the
     person who has authority to act on behalf of the deceased owner of a
     beneficial interest in this Note (which may be the personal representative
     of or executor of the estate of the deceased beneficial owner or the
     surviving joint owner with the deceased beneficial owner) under the laws of
     the applicable jurisdiction (the "Authorized Representative");

          (b) An owner of a beneficial interest in this Note is a person who has
     the right, immediately prior to such person's death, to receive a pro rata
     share of the proceeds from the disposition of this Note, as well as the
     right to receive payment of a pro rata share of the principal of this Note;

          (c) The death of a person owning a beneficial interest in this Note in
     joint tenancy or tenancy by the entirety with another or others will be
     deemed the death of the owner of that beneficial interest in this Note, and
     the entire principal amount of this Note represented by such beneficial
     interest will be subject to repayment as described above;

          (d) The death of a person owning a beneficial interest in this Note by
     tenancy in common will be deemed the death of an owner of that beneficial
     interest in this Note only with respect to the deceased owner's beneficial
     interest in this Note. However, if a beneficial interest in this Note is
     held by husband and wife as tenants in common, the death of either spouse
     will be deemed the death of the owner of that beneficial interest in this
     Note, and the entire principal amount of this Note represented by such
     beneficial interest will be subject to repayment as described above;

          (e) A beneficial interest in this Note owned by a trust will be
     regarded as beneficially owned by each beneficiary of the trust to the
     extent of that beneficiary's interest in the trust. The death of a
     beneficiary of a trust will be deemed the death of the beneficial owner of
     this Note beneficially owned by the trust to the extent of the
     beneficiary's interest in the trust. The death of an individual who was a
     tenant in common in a tenancy which is the beneficiary of a trust will be
     deemed the death of the beneficiary of the trust only with respect to the
     deceased individual's beneficial interest in this Note, unless a husband
     and wife are the tenants in common, in which case the death of either
     spouse will be deemed the death of the beneficiary of the trust.

          (f) The death of a person who, during his or her lifetime, was
     entitled to substantially all of the beneficial interests of ownership in
     this Note will be deemed the death of the owner of that beneficial interest
     in this Note if the beneficial ownership interest in this Note can be
     established to the satisfaction of the Trustee. A beneficial interest in
     this Note will be deemed to exist in typical cases of nominee ownership,
     ownership under the Uniform Transfers to Minors Act, community property or
     other joint ownership arrangements between a husband and wife and custodial
     and trust arrangements where one


                                       9
<PAGE>


     person has substantially all of the beneficial ownership interests in this
     Note during his or her lifetime.

     Apart from the Issuer's discretionary right to limit the aggregate
principal amount of this Note subject to a Survivor's Option pursuant to the
Annual Put Limitation and the Individual Put Limitation, all other questions
regarding the eligibility or validity of any exercise of the Survivor's Option
shall (subject to the following sentence) be determined by the Trustee, in its
sole discretion, which determination shall be final and binding on all parties.
In making any determinations hereunder, the Trustee may elect, in the exercise
of its own discretion, to consult with personnel of the Issuer and seek advice
of the Issuer, but it is in no way obligated to do so. The Trustee may
conclusively rely on the advice provided to it by the Issuer in connection
herewith, which advice the Issuer has agreed to provide upon such request and
which shall be final and binding on all parties. The Trustee shall not be liable
to any person for any loss arising from any election on its part to seek advice
of the Issuer (whether such loss arises from any resulting delay or otherwise).

     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 or the date of repayment pursuant to the exercise
of the Survivor's Option), 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 or the date of repayment pursuant to the exercise
of the Survivor's Option) 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 or the date of repayment pursuant to the
exercise of the Survivor's Option), 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 or the date of repayment pursuant to the
exercise of the Survivor's Option) 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, 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.

     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


                                       10
<PAGE>


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, pursuant to the Survivor's
Option, if any, or otherwise, except the portion of such Note not required to be
repurchased, or (iii) to register the transfer of or exchange Notes to be
redeemed for a period of fifteen calendar days preceding the mailing of the
relevant notice of redemption. 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 (i) 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 of debt securities issued under the Senior
Indenture, including the series of debt securities 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 Note holders, may then
declare the principal of all debt securities of all such series and interest
accrued thereon to be due and payable immediately and (ii) 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
or insolvency 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


                                       11
<PAGE>


given by the Note holders, 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, 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," 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 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 (including a holding, judgment or as ordered by a court of
competent jurisdiction), 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 occurs, becomes effective or, in the case of a change in official
position, is announced 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


                                       12
<PAGE>


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 tax 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 U.S. Alien (as defined
below) as may be necessary in order that every net payment by the Issuer or any
Paying Agent 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 holder who is a U.S.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 U.S. federal
     income tax purposes, and the United States and its possessions, 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;

          (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 controlled foreign corporation
     or passive foreign investment company with respect to the United States or
     as a corporation which accumulates earnings to avoid U.S. 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 at
     least one other Paying Agent;


                                       13
<PAGE>


          (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 U.S. 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.

     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,
(i) 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 or repayment 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 (ii) reduce the aforesaid percentage in principal
amount of debt securities of any series the consent of the holders of which is
required for any such supplemental indenture.


                                       14
<PAGE>


     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 law implementing or complying with,
or introduced in order to conform to, any European Union Directive on the
taxation of savings is introduced and a Paying Agent has been designated within
the European Union, the Issuer will 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 law.

     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, 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 "U.S. Alien" means any person who is, for U.S.
federal income tax purposes, (i) a nonresident alien


                                       15
<PAGE>


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 U.S. 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.









                                       16
<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.


                               ------------------




                                       17
<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]


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   [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.








                                       18
<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.









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