EXHIBIT
      4.2

    


     

    [FORM
      OF FACE OF SECURITY]

     

    TEMPORARY
      GLOBAL FLOATING RATE SENIOR BEARER NOTE

     

    
      
        	
                BEARER

                No.
                  TGFL _____

              	
                BEARER

              


      

       

    

    ANY
      UNITED
      STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER
      THE
      UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS
      165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

     

    UNLESS
      AND
      UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR AN INTEREST IN A PERMANENT GLOBAL
      BEARER NOTE, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
      DEPOSITARY (WHICH FOR THIS PURPOSE INCLUDES ANY COMMON SAFE-KEEPER) TO A NOMINEE
      OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
      NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
      SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

     

    THIS
      NOTE
      HAS NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES AND EXCHANGE
      LAW
      OF JAPAN.  THIS NOTE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
      INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN (WHICH
      TERM AS USED HEREIN MEANS ANY PERSON RESIDENT IN JAPAN INCLUDING ANY CORPORATION
      OR OTHER ENTITY ORGANIZED UNDER THE LAWS OF JAPAN) OR TO OTHERS FOR THE
      RE-OFFERING OR RE-SALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO A RESIDENT OF
      JAPAN EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF,
      AND
      OTHERWISE IN COMPLIANCE WITH, THE SECURITIES AND EXCHANGE LAW OF JAPAN AND
      OTHER
      RELEVANT LAWS AND REGULATIONS OF JAPAN.1

     

    

      

    

    
      1  If
        this
        Note is offered in Japan or denominated in Japanese Yen, appropriate legends
        need to be added.

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    MORGAN
      STANLEY

    GLOBAL
      MEDIUM-TERM NOTE, SERIES [G/H]

    (Temporary
      Global Floating Rate Senior Bearer Note)

     

    
      	
              ORIGINAL
                ISSUE DATE:

            	
              INTEREST
                ACCRUAL DATE:

            	
              INTEREST
                PAYMENT DATE(S):

            
	
              MATURITY
                DATE:

            	
              INITIAL
                INTEREST RATE:

            	
              INTEREST
                PAYMENT PERIOD:

            
	
              BASE
                RATE:

            	
              INITIAL
                INTEREST RESET DATE:

            	
              INTEREST
                RESET PERIOD:

            
	
              INDEX
                MATURITY:

            	
              MAXIMUM
                INTEREST RATE:

            	
              INTEREST
                RESET DATE(S):

            
	
              SPREAD
                (PLUS OR MINUS):

            	
              MINIMUM
                INTEREST RATE:

            	
              CALCULATION
                AGENT:

            
	
              SPREAD
                MULTIPLIER:

            	
              INITIAL
                REDEMPTION DATE:

            	
              SPECIFIED
                CURRENCY:

            
	
              EUROCLEAR
                NO:

            	
              INITIAL
                REDEMPTION

              PERCENTAGE:

            	
              INDEX
                CURRENCY:

            
	
              CLEARSTREAM
                NO:

            	
              ANNUAL
                REDEMPTION

              PERCENTAGE
                REDUCTION:

            	
              DESIGNATED
                CMT TELERATE

              PAGE:

            
	
              COMMON
                CODE:

            	
              OPTIONAL
                REPAYMENT DATE(S):

            	
              DESIGNATED
                CMT

              MATURITY
                INDEX:

            
	
              ISIN:

            	
              REDEMPTION
                NOTICE PERIOD:2

            	
              MINIMUM
                DENOMINATIONS:

            
	
              REPORTING
                SERVICE:

            	
              NEW
                GLOBAL NOTE (“NGN”):

              [YES/NO]3

            	
              IF
                THIS IS AN NGN, INTENDED TO BE HELD IN A MANNER THAT WOULD ALLOW
                ELIGIBILITY AS COLLATERAL FOR EUROSYSTEM INTRA-DAY CREDIT AND MONETARY
                POLICY OPERATIONS:

              [YES]3

            
	
              EXCHANGE
                FOR REGISTERED

              NOTES:  [NO]4

            	
              OTHER
                PROVISIONS:

            	 


    

     

    
      

        

      

      
        2  Applicable
          if other than 30-60 calendar days.  Consult with Euroclear or
          Clearstream if a shorter redemption is requested.  A minimum of 10
          calendar days may be possible.

      

      
        3
          To be Eurosystem eligible, NGNs must also be denominated in euro, listed
          (Series
          G) and must meet certain other criteria established by the European Central
          Bank.

      

      
        4  Unless
          explicitly stated otherwise in term sheet, MS practice has been to exclude
          this
          option.

      

    

    
 

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Morgan
      Stanley, a Delaware corporation (together with its successors and assigns,
      the
“Issuer”), for value received, hereby promises to pay to
      bearer, upon surrender hereof, the principal amount specified in Schedule A
      hereto, or, if this Note is intended to be an NGN, the aggregate principal
      amount from time to time entered in the records of both Euroclear Bank S.A./N.V.
      and Clearstream Banking, société anonyme (together, the “Relevant
      Clearing Systems”), on the Maturity Date specified above (except to the
      extent previously redeemed or repaid) and to pay interest thereon, from and
      including the Interest Accrual Date specified above at a rate per annum equal
      to
      the Initial Interest Rate specified above or determined in accordance with
      the
      provisions specified on the reverse hereof until but excluding the Initial
      Interest Reset Date specified above, and on and after at a rate per annum
      determined in accordance with the provisions specified in the Permanent Global
      Bearer Note (as defined below) until but excluding the date such principal
      amount is paid or duly made available for payment (except as provided
      below).  Unless such rate is otherwise specified on the face hereof,
      the Calculation Agent shall determine the Initial Interest Rate for this Note
      in
      accordance with the provisions specified on the reverse hereof.  The
      Issuer will pay interest in arrears monthly, quarterly, semiannually or annually
      as specified above as the Interest Payment Period on each Interest Payment
      Date
      (as specified above), commencing with the first 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 fifteen calendar days or less prior to the first Interest
      Payment Date occurring after the Interest Accrual Date, interest payments will
      commence on the second Interest Payment Date succeeding the Interest Accrual
      Date; and provided, further, that if an Interest Payment Date (other
      than the Maturity Date (as specified above) or any redemption or repayment
      date)
      would fall on a day that is not a Business Day, as defined below, such Interest
      Payment Date shall be the following day that is a Business Day, except that
      if
      the Base Rate specified above is LIBOR or EURIBOR and such next Business Day
      falls in the next calendar month, such Interest Payment Date shall be the
      immediately preceding day that is a Business Day; and provided,
further, that if the Maturity Date or redemption or repayment date
      would fall on a day that is not a Business Day, the payment of principal,
      premium, if any, and interest will be made on the next succeeding Business
      Day
      and no interest shall accrue for the period from and after such Maturity Date
      or
      redemption or repayment date.  If this Note is intended to be an NGN,
      the records of the Relevant Clearing Systems (which, in this Note, means the
      records that each Relevant Clearing System holds for its customers to reflect
      the amount of such customers’ interests in this Note) shall be conclusive
      evidence of the aggregate principal amount of this Note and, for these purposes,
      a statement issued by a Relevant Clearing System (which statement shall be
      made
      to the Issuer, to the Trustee, to the Principal Paying Agent or to the bearer
      of
      this Note on request) stating the aggregate principal amount of this Note shall
      be conclusive of the records of the Relevant Clearing Systems at that
      time.

     

    Interest
      on this Note will accrue from and including the most recent Interest Payment
      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 amount hereof has been paid
      or
      duly made available for payment. Upon any payment of interest on this Note,
      the
      Principal Paying Agent (as defined below) shall, (i) if this Note is not
      intended to be an NGN, cause Schedule A of this Note to be endorsed to reflect
      such payment, or (ii) if this Note is intended to be an NGN, cause the payment
      to be entered pro rata in the records of the Relevant Clearing
      Systems.  No payment on this Note will be made at any office or agency
      of the Issuer in the United States or by check mailed to an address in the
      United States 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (as
      defined below) or by wire transfer to an account maintained by the holder of
      this Note with a bank in the United States except as may be permitted under
      U.S.
      federal tax laws and regulations then in effect without adverse tax consequences
      to the Issuer.  Notwithstanding the foregoing, in the event that
      payment in U.S. dollars of the full amount payable on this Note at the offices
      of all paying agents would be illegal or effectively precluded as a result
      of
      exchange controls or similar restrictions, payment on this Note will be made
      by
      a paying agency in the United States, if such paying agency, under applicable
      law and  regulations, would be able to make such
      payment.  Notwithstanding any other provision of this Note, no payment
      of principal or interest shall be made on any portion of this Note unless there
      shall have been delivered to the Principal Paying Agent a certificate
      substantially in the form of Exhibit A hereto with respect to the portion of
      this Note with respect to which such principal or interest is to be
      paid.  Such certificate shall have been delivered to the Principal
      Paying Agent by Euroclear Bank S.A./N.V., as operator of the Euroclear System
      (“Euroclear”), Clearstream Banking, société anonyme
      (“Clearstream, Luxembourg”), and/or any other relevant clearing
      system (including Euroclear France), as the case may be, and shall be based
      on a
      certificate substantially in the form of Exhibit B hereto provided to Euroclear,
      Clearstream, Luxembourg and/or any other relevant clearing system, as the case
      may be, by those of its account holders who are to receive such payment of
      principal or interest.

     

    This
      Note
      is issued in temporary global bearer form and represents all or a portion of
      a
      duly authorized issue of Senior Global Medium-Term Notes, Series [G/H] (the
      “Notes”) of the Issuer.  The Notes are issuable under
      a Senior Indenture, dated as of November 1, 2004, between the Issuer and The
      Bank of New York (as successor to JPMorgan Chase Bank, N.A. (formerly known
      as
      JPMorgan Chase Bank)), as Trustee (the “Trustee”, which term
      includes any successor trustee under the Senior Indenture) (as supplemented
      by
      the First Supplemental Senior Indenture, dated as of September 4, 2007, and
      the
      Second Supplemental Senior Indenture, dated as of January 4, 2008, and as may
      be
      further 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 The Bank
      of New York, London Branch (as successor to JPMorgan Chase Bank, N.A., London
      Branch), as its principal paying agent for the Notes (the “Principal
      Paying Agent,” which term includes any additional or successor
      Principal Paying Agent appointed by the Issuer).

     

    Except
      as
      otherwise provided herein, this Note is governed by the terms and conditions
      of
      the Permanent Global Floating Rate Senior Bearer Note (the “Permanent
      Global Bearer Note”) to be issued in exchange for this Note, which
      terms and conditions are hereby incorporated by reference herein mutatis
      mutandis and shall be binding on the Issuer and the holder hereof as if
      fully set forth herein.  The form of the Permanent Global Bearer Note
      is attached hereto.

     

    This
      Note
      is exchangeable in whole or from time to time in part on or after the Exchange
      Date (as defined below) for an interest (equal to the principal amount of the
      portion of this Note being exchanged, and, if this Note is intended to be an
      NGN, recorded in the records of the Relevant Clearing Systems) in a single
      Permanent Global Bearer Note upon the request of Euroclear, Clearstream,
      Luxembourg and/or any other relevant clearing system, acting on behalf of the
      owner of a beneficial interest in this Note, to the Principal Paying Agent
      upon
      delivery to the Principal Paying Agent of a certificate substantially in the
      form of Exhibit A hereto with 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    respect
      to
      the portion of this Note to be exchanged.  Such certificate shall have
      been delivered to the Principal Paying Agent by Euroclear, Clearstream,
      Luxembourg and/or any other relevant clearing system, as the case may be, and
      shall be based on a certificate substantially in the form of Exhibit B hereto
      provided to Euroclear, Clearstream, Luxembourg and/or any other relevant
      clearing system, as the case may be, by those of its account holders having
      an
      interest in the portion hereof to be exchanged.  Notwithstanding the
      foregoing, if this Note is subject to a tax redemption as described on the
      reverse of the Permanent Global Bearer Note attached hereto, interests in this
      Note may be exchanged for interests in a Permanent Global Bearer Note on and
      after such redemption date as if such redemption date had been the Exchange
      Date, subject to receipt of the certificates described in the preceding
      sentence.  Upon exchange of any portion of this Note for an interest
      in a Permanent Global Bearer Note, the Principal Paying Agent shall, (i) if
      this
      Note is not intended to be an NGN, cause Schedule A of this Note to be endorsed
      to reflect the reduction of its principal amount by an amount equal to the
      aggregate principal amount being so exchanged, or (ii) if this Note is intended
      to be an NGN, cause the details of such exchange to be entered in the records
      of
      the Relevant Clearing Systems.  Except as otherwise provided herein,
      until exchanged for a Permanent Global Bearer Note, this Note shall in all
      respects be entitled to the same benefits under the Senior Indenture as a duly
      authenticated and delivered Permanent Global Bearer Note.

     

    As
      used
      herein:

     

    (a)           the
      term “Business Day” means any day, other than a Saturday or
      Sunday, (i) 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 in London 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 (ii) 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”).

     

    (b)           the
      term “Exchange Date” means the date that is 40 calendar days
      after the date on which the Issuer receives the proceeds of the sale of this
      Note (the “Closing  Date”), provided that if
      an interest represented by this Note is held by Morgan Stanley & Co.
      International plc, or any other manager participating in the distribution of
      the
      tranche of Notes of which this Note forms a part, as part of an unsold allotment
      or subscription more than 40 calendar days after the Closing Date for this
      Note,
      the Exchange Date with respect to such interest shall be the day after the
      date
      such interest is sold by Morgan Stanley & Co.  International plc
      or such other manager, all as determined and notified to the Trustee by Morgan
      Stanley & Co. International plc, or if Morgan Stanley & Co.
      International plc did not participate in the distribution of such tranche,
      by
      the Issuer.

     

    (c)           the
      term “United States” means the United States of America
      (including the States and the District of Columbia); and its
“possessions” include Puerto Rico, the U.S. Virgin Islands,
      Guam, American Samoa, Wake Island and the Northern Mariana Islands.

     

    All
      other
      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.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    Unless
      the
      certificate of authentication hereon has been executed by the Trustee by manual
      signature, and, if this Note is intended to be an NGN and will not be physically
      delivered to the entity appointed as common safe-keeper by the Relevant Clearing
      Systems (the “CSK”), unless this Note has been effectuated by
      the CSK, 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.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

     

    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.

               

              THE
                BANK OF NEW YORK,
as
                Trustee

               

            	 
	
              By:

            	 	 
	 	
              Authorized
                Signatory

            	 


    

    


    
 

    EFFECTUATION
      BY COMMON5

    SAFE-KEEPER

    


    This
      Note
      is effectuated.

    


    [COMMON
      SAFE-KEEPER]


    
      


      
        	
                By:

              	 	 
	 	
                [Authorized
                  Signatory]

              	 


      

      


        

      

    

    
      5
        Effectuation block only applicable if this Temporary Global Floating Rate
        Senior
        Bearer Note is intended to be an NGN and if a Note manually signed by the
        Issuer
        will not be physically delivered to the common safe-keeper.

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

       

      
        
          	
                  [Not
                    Applicable]6

                	
                  SCHEDULE
                    A7

                


        

         

      

    

    SCHEDULE
      OF EXCHANGES

     

    The
      Initial Principal Amount of this Note is ______________.  The
      following payments of interest and exchanges of a part of this Note for an
      interest in a single Permanent Global Bearer Note have been made:

     

    
      	
              
                 

                Date
                  of Exchange or 

                Interest
                  Payment

              

            	 	
              
                 

                Payment
                  of Interest

              

            	 	
              
                 

                Principal
                  Amount 

                Exchanged
                  for 

                Permanent
                  Global 

                Bearer
                  Note

              

            	 	
              
                 

                Remaining
                  Principal 

                Amount
                  Outstanding 

                Following
                  Such 

                Exchange

              

            	 	
              
                 

                Notation
                  Made by or on 

                Behalf
                  of Principal 

                Paying
                  Agent

              

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


    

    

      

    

    
      6
        If Schedule A is not applicable, include “Not Applicable” and remove remainder
        of Schedule A.

    

    
      7
        Applicable if this Temporary Global Floating Rate Senior Bearer Note is not
        intended to be an NGN.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      A

    


     

    [FORM
      OF CERTIFICATE TO BE GIVEN BY

    EUROCLEAR,
      CLEARSTREAM, LUXEMBOURG

    AND/OR
      ANY OTHER RELEVANT CLEARING SYSTEM]

     

    CERTIFICATE

     

     
      
        

      

    

    


     

    Morgan
      Stanley

    Global
      Medium-Term Notes, Series [G/H]

     

    Represented
      by Temporary Global Floating Rate Senior Bearer Note No.
      __

     

     

    This
      is to
      certify that, based solely on certifications we have received in writing, by
      tested telex or by electronic transmission from member organizations appearing
      in our records as persons being entitled to a portion of the principal amount
      set forth below (our “Member Organizations”) substantially to
      the effect set forth in Appendix 2 to Exhibit B to the Euro Distribution
      Agreement relating to such Notes, as of the date hereof, __________ principal
      amount of the above-captioned Securities (i) is owned by persons that are
      not citizens or residents of the United States, domestic partnerships, domestic
      corporations or any other entity created or organized in or under the laws
      of
      the United States or any political subdivision thereof, an estate the income
      of
      which is subject to U.S. federal income taxation regardless of its source or
      a
      trust if both (a) a court within the United States is able to exercise primary
      supervision over the administration of the trust and (b) one or more United
      States persons have the authority to control all substantial decisions of the
      trust (“United States persons”), (ii) is owned by United States
      persons that are (a) foreign branches of United States financial institutions
      (as defined in the applicable U.S. Treasury regulations) (“financial
      institutions”) purchasing for their own account or for resale, or (b)
      United States persons who acquired the Securities through foreign branches
      of
      United States financial institutions and who hold the Securities through such
      United States financial institutions on the date hereof (and in either case
      (a)
      or (b), each such United States financial institution has agreed, on its own
      behalf or through its agent, that we may advise the Issuer or the Issuer’s agent
      that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C)
      of
      the U.S. Internal Revenue Code of 1986, as amended, and the regulations
      thereunder), or (iii) is owned by United States or foreign financial
      institutions for purposes of resale during the restricted period (as defined
      in
      the applicable U.S. Treasury regulations), and such United States or foreign
      financial institutions described in clause (iii) above (whether or not also
      described in clause (i) or (ii)) have certified that they have not acquired
      the Securities for purposes of resale directly or indirectly to a United States
      person or to a person within the United States or its
      possessions.  Any such certification by electronic transmission
      satisfies the requirements set forth in United States Treasury Regulations
      Section 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.163-5(c)(2)(i)(D)(3)(ii).  We
      will retain all certifications from our Member Organizations for the period
      specified in United States Treasury Regulations Section
      1.163-5(c)(2)(i)(D)(3)(i).

     

    As
      used
      herein, “United States” means the United States of America
      (including the States and the District of Columbia); and its
“possessions” include Puerto Rico, the U.S. Virgin Islands,
      Guam, American Samoa, Wake Island and the Northern Mariana Islands.

     

    We
      further
      certify (i) that we are not making available herewith for exchange (or, if
      relevant, seeking to collect principal or interest with respect to) any portion
      of the temporary global Security representing the above-captioned Securities
      excepted in the above-referenced certificates of Member Organizations and
      (ii) that as of the date hereof we have not received any notification from
      any of our Member Organizations to the effect that the statements made by such
      Member Organizations with respect to any portion of the part submitted herewith
      (or, if relevant, with respect to which principal or interest is being
      requested) are no longer true and cannot be relied upon as of the date
      hereof.

     

    We
      understand that this certification is required in connection with certain tax
      laws and, if applicable, certain securities laws of the United
      States.  In connection therewith, if administrative or legal
      proceedings are commenced or threatened in connection with which this
      certification is or would be relevant, we irrevocably authorize you to produce
      this certification to any interested party in such proceedings.

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

    Dated:  _______________,
      20__

     

    [To
      be
      dated no earlier than

    [insert
      date of Interest Payment Date prior to Exchange Date]

    [insert
      date of Redemption Date prior to Exchange Date]

    [insert
      Exchange Date]]

     

    


     

    
      	 	
              [EUROCLEAR
                BANK S.A./N.V., as 
Operator of the Euroclear System]

               

              [CLEARSTREAM
                BANKING, 
SOCIÉTÉ ANONYME]

               

              [OTHER]

               

               

            
	 	
              By:

            	 
	 	
               
                  Name:

            
	 	
               
                  Title:

            


    

     

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

    


     

    [FORM
      OF CERTIFICATE TO BE GIVEN BY AN ACCOUNT

    HOLDER
      OF EUROCLEAR, CLEARSTREAM, LUXEMBOURG

    AND/OR
      ANY OTHER RELEVANT CLEARING SYSTEM]

     

    CERTIFICATE

     

    Morgan
      Stanley

    Global
      Medium-Term Notes, Series [G/H]

     

    Represented
      by Temporary Global Floating Rate Senior Bearer Note No.
      __

     

     

    This
      is to
      certify that as of the date hereof, and except as set forth below, the
      above-captioned Securities held by you for our account (i) are owned by
      person(s) that are not citizens or residents of the United States, domestic
      partnerships, domestic corporations or any other entity created or organized
      in
      or under the laws of the United States or any political subdivision thereof,
      an
      estate the income of which is subject to U.S. federal income taxation regardless
      of its source, or a trust if both (a) a court within the United States is able
      to exercise primary supervision over the administration of the trust and (b)
      one
      or more United States persons have the authority to control all substantial
      decisions of the trust (“United States persons”), (ii) is owned
      by United States persons that are (a) foreign branches of United States
      financial institutions (as defined in the applicable U.S. Treasury regulations)
      (“financial institutions”) purchasing for their own account or
      for resale, or (b) United States persons who acquired the Securities through
      foreign branches of United States financial institutions and who hold the
      Securities through such United States financial institutions on the date hereof
      (and in either case (a) or (b), each such United States financial institution
      hereby agrees, on its own behalf or through its agent, that you may advise
      the
      Issuer or the Issuer’s agent that it will comply with the requirements of
      Section 165(j)(3)(A), (B) or (C) of the U.S. Internal Revenue Code of 1986,
      as
      amended, and the regulations thereunder), or (iii) are owned by United
      States or foreign financial institution(s) for purposes of resale during the
      restricted period (as defined in the applicable U.S. Treasury regulations),
      and
      in addition if the owner of the Securities is a United States or foreign
      financial institution described in clause (iii) above (whether or not also
      described in clause (i) or (ii)) such financial institution has not
      acquired the Securities for purposes of resale directly or indirectly to a
      United States person or to a person within the United States or its
      possessions.

     

    As
      used
      herein, “United States” means the United States of America
      (including the States and the District of Columbia); and its
“possessions” include Puerto Rico, the U.S. Virgin Islands,
      Guam, American Samoa, Wake Island and the Northern Mariana Islands.

     

    We
      undertake to advise you promptly by tested telex on or prior to the date on
      which you intend to submit your certification relating to the Securities held
      by
      you for our account in accordance with your Operating Procedures if any
      applicable statement herein is not correct on such date, and in the absence
      of
      any such notification it may be assumed that this certification applies as
      of
      such date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    This
      certification excepts and does not relate to [U.S.$]___________ of such interest
      in the above-captioned Securities in respect of which we are not able to certify
      and as to which we understand exchange for and delivery of definitive Securities
      (or, if relevant, exercise of any rights or collection of any principal or
      interest) cannot be made until we do so certify.

     

    We
      understand that this certification is required in connection with certain tax
      laws and, if applicable, certain securities laws of the United
      States.  In connection therewith, if administrative or legal
      proceedings are commenced or threatened in connection with which this
      certification is or would be relevant, we irrevocably authorize you to produce
      this certification to any interested party in such proceedings.

     

     

    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    

     

    Dated:  _______________,
      20__

     

    [To
      be
      dated no earlier than the 10th day before

    [insert
      date of Interest Payment Date prior to Exchange Date]

    [insert
      date of Redemption Date prior to Exchange Date]

    [insert
      Exchange Date]]

     

    
      	 	
              [NAME
                OF ACCOUNT HOLDER]

            
	 	 	 
	 	 	 
	 	
              By:

            	 
	 	
                  
                (Authorized Signatory)

            
	 	
                  
                Name:

            
	 	
                  
                Title:

            


    

    


    


    
       

      B-3