EXHIBIT 4(eee)
                            FIXED RATE SENIOR NOTE

REGISTERED                                                   REGISTERED No. R-
U.S.$                                                         CUSIP: 617446HR3
                                                            ISIN: US617446HR39
                                                         COMMON CODE: 16388017



     Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Issuer
(as defined below) 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 is requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other entity as is requested by
an authorized representative of DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.


     Unless and until it is exchanged in whole or in part for Securities in
definitive registered form, this certificate may not be transferred except as
a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another
nominee of DTC or by DTC or any such nominee to a successor Depositary or a
nominee of such successor Depositary.


                                MORGAN STANLEY
                              5.30% NOTE DUE 2013

     Morgan Stanley (formerly known as Morgan Stanley Dean Witter & Co.), a
Delaware corporation (together with its successors and assigns, the "Issuer"),
for value received, hereby promises to pay to Cede & Co., or registered
assigns, the principal sum of                       United States Dollars
(U.S.$                ), on March 1, 2013 (the "Maturity Date") (except to the
extent redeemed prior to the Maturity Date), and to pay interest thereon at the
rate of 5.30% per annum from February 26, 2003, until the principal hereof is
paid or duly made available for payment, semiannually in arrears on the 1st day
of March and September in each year (each such date, an "Interest Payment
Date"), commencing on September 1, 2003, and on the Maturity Date.


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


<PAGE>


     IN WITNESS WHEREOF, Morgan Stanley has caused this Registered Global
Security to be duly executed.



DATED: February 26, 2003                 MORGAN STANLEY




                                          By:_________________
                                             Name:  Alexander C. Frank
                                             Title: Treasurer





TRUSTEE'S CERTIFICATE
   OF AUTHENTICATION

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

JPMORGAN CHASE BANK,
   as Trustee



By: __________________
    Authorized Officer


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<PAGE>


                              Reverse of Security


     Interest on this Registered Global Security (as described below) 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 February 26, 2003, 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 be paid to the person in whose name
this Registered Global Security (or one or more predecessor Registered Global
Securities) is registered at the close of business on the fifteenth day of the
month preceding such Interest Payment Date (whether or not a Business Day (as
defined below)) (each such date, a "Record Date"). 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. Interest shall be computed
on the basis of a 360-day year of twelve 30-day months. Interest payments on
this Registered Global Security will include interest accrued to but excluding
the Interest Payment Dates or the Maturity Date (or any earlier redemption
date), as the case may be.


     In the case where an Interest Payment Date or the Maturity Date (or any
redemption 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 the Maturity
Date (or any such redemption 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 such redemption date) to such next succeeding Business Day.


     Payment of the principal of this Registered Global Security, any premium
and the interest due on the Maturity Date or on any redemption date will be
made upon surrender of this Registered Global Security at the office or agency
of the Issuer 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.
Payment of the principal of and interest on this Registered Global Security
will be made in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Issuer, interest may be paid by
wire transfer or by mailing checks for such interest payable to or upon the
written order of such Holder at its last address as it appears on the registry
books of the Issuer.


     This Registered Global Security is one of the duly authorized debt
securities of the Issuer (the "Securities" and, individually, a "Security")
issued or to be issued under and pursuant to 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 Securities and
the terms upon which the Securities are, and are to be, authenticated and
delivered. The terms of the Senior Indenture are hereby incorporated by
reference herein. The Securities may be issued in one or more


                                      3
<PAGE>


series, which different series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest (if any) at
different rates, may be subject to different redemption or repayment
provisions (if any), may be subject to different sinking, purchase or
analogous funds (if any) and may otherwise vary as provided in the Senior
Indenture. This security is a Registered Global Security of a series of
Securities designated as the 5.30% Notes Due 2013 of the Issuer (the "Notes").


     The Notes will not be subject to any sinking fund and will not be
repayable at the option of the Holder prior to maturity. The Notes may be
redeemed in whole or in part at the option of the Issuer at any time prior to
the Maturity Date, upon the giving of a notice of redemption as described
below, at the Redemption Price (as defined below), together with interest
accrued and unpaid hereon to the date of redemption. Notice of redemption
shall be mailed to the registered Holder of the Registered Global Securities
designated for redemption by first-class mail at their addresses as the same
shall appear on the registry of the Issuer not less than 30 nor more than 60
days prior to the date fixed for redemption, subject to all the conditions and
provisions of the Senior Indenture. In the event of redemption of this
Registered Global Security in part only, a new Registered Global Security or
Registered Global Securities for the amount of the unredeemed portion hereof
shall be issued in the name of the Holder hereof upon the cancellation hereof.


     The "Redemption Price" as to any date of redemption shall be equal to the
greater of (i) 100% of the principal amount of the Notes to be redeemed on
such redemption date and (ii) the sum of the present values of the remaining
scheduled payments of principal and interest on the Notes to be redeemed on
such redemption date (not including any portion of such payments of interest
accrued to the redemption date) discounted to the redemption date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate (as defined below) calculated as of the third Business
Day immediately preceding the applicable redemption date (the "Calculation
Date") plus 20 basis points. The Issuer shall give the Trustee notice of the
amount of the applicable Redemption Price promptly after the calculation
thereof, and the Trustee shall have no responsibility for such calculation.


     The "Treasury Rate" with respect to any Calculation Date shall be (i) the
yield, under the heading that represents the average for the immediately
preceding week, appearing in the most recently published statistical release
designated "H.15(519)" or any successor publication that is published weekly
by the Board of Governors of the Federal Reserve System and that establishes
yields on actively traded U.S. Treasury securities adjusted to constant
maturity under the caption "Treasury Constant Maturities," for the maturity
corresponding to the Comparable Treasury Issue (as defined below); provided
that if no maturity is within three months before or after the Remaining Life
(as defined below), yields for the two published maturities most closely
corresponding to the Comparable Treasury Issue will be determined and the
Treasury Rate will be interpolated or extrapolated from such yields on a
straight line basis, rounding to the nearest month; or (ii) if such release
(or any successor release) is not published during the week preceding the
Calculation Date or does not contain such yields, the rate per annum equal to
the semiannual equivalent yield to maturity of the Comparable Treasury Issue
calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
such Calculation Date.


                                      4


<PAGE>

     "Comparable Treasury Issue" means the U.S. Treasury security selected by
the Calculation Agent (as defined below) as having a maturity comparable to
the remaining term ("Remaining Life") of the Notes to be redeemed that would
be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of such Notes.


     "Comparable Treasury Price" means (1) the average of five Reference
Treasury Dealer Quotations (as defined below) for such Calculation Date, after
excluding the highest and lowest Reference Treasury Dealer Quotations, or (2)
if the Calculation Agent obtains fewer than five such Reference Treasury
Dealer Quotations, the average of all such quotations.


     "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer (as defined below) and any Calculation Date, the
average, as determined by the Calculation Agent, of the bid and asked prices
for the Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) quoted in writing to the Calculation Agent at 5:00 p.m.,
New York City time, on the Calculation Date.


     "Reference Treasury Dealer" means (1) Morgan Stanley & Co. Incorporated
and its successors, provided, however, that if the foregoing shall cease to be
a primary U.S. government securities dealer in New York City (a "Primary
Treasury Dealer"), the Issuer shall substitute therefor another Primary
Treasury Dealer, and (2) any other Primary Treasury Dealer selected by the
Calculation Agent after consultation with the Issuer.


     "Calculation Agent" means Morgan Stanley & Co. Incorporated, or if that
firm is unwilling or unable to select the Comparable Treasury Issue, an
investment banking institution of national standing appointed by the Trustee
after consultation with the Issuer.


     This Registered Global Security and all 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 Registered Global Security, and any Registered Global Security or
Registered Global Securities issued upon transfer or exchange hereof, is
issuable only in fully registered form, without coupons, and 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 Borough of Manhattan, The City of New York,
a register for the registration and transfer of Notes. Subject to the
limitations, terms and conditions set forth herein and in the Senior
Indenture, this Registered Global Security may be transferred at the aforesaid
office of the Trustee by surrendering this Registered Global Security for
cancellation, and thereupon the Issuer shall execute and the Trustee shall
authenticate and deliver in the name of the transferee or transferees, in
exchange herefor, a new Registered Global Security or Registered Global
Securities having identical terms and provisions and having a like aggregate
principal amount in authorized denominations.


                                      5
<PAGE>


Upon the occurrence of certain events specified in Section 2.08 of the Senior
Indenture, this Registered Global Security is exchangeable at the office of
the Trustee for definitive registered Notes without coupons of authorized
denominations in an equal aggregate principal amount and having identical
terms and provisions as the surrendered Registered Global Security.


     All Registered Global Securities surrendered for transfer or exchange
shall be duly endorsed by, or be accompanied by a written instrument or
instruments of transfer in form satisfactory to, the Issuer and the Trustee
and executed by the registered Holder or by the Holder's attorney duly
authorized in writing. The Issuer may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any such exchange or registration of transfer.


     In case an Event of Default, as defined in the Senior Indenture, with
respect to the Notes shall have occurred and be continuing, the principal
hereof may be declared, and upon such declaration shall become, due and
payable, in the manner, with the effect and subject to the conditions provided
in the Senior Indenture.


     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 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 (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.


     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 of debt securities issued under
the Senior Indenture, including the series of 5.30% Notes due 2013 which this
Registered Global Security 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 principal amount of the debt securities of each affected series (voting
as a single class) 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 Registered
Global Security, or due to certain events of bankruptcy or insolvency of


                                      6
<PAGE>


the Issuer, shall have occurred and be continuing, either the Trustee or the
Holders of not less than 25% in principal amount of all debt securities issued
under the Senior Indenture then outstanding (treated as one class) 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 principal amount of the debt securities of all
affected series then outstanding.


     No provision of this Registered Global Security 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 Registered Global Security 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 Registered Global Security.


     The Issuer, the Trustee and any agent of the Issuer or the Trustee may
deem and treat the registered Holder hereof as the absolute owner of this
Registered Global Security (whether or not this Registered Global Security
shall be overdue and notwithstanding any notation of ownership or other
writing hereon), for the purpose of receiving payment of, or on account of,
the principal hereof and, subject to the provisions on the face hereof,
interest hereon, and for all other purposes, and none of the Issuer, the
Trustee or any agent of the Issuer or the Trustee shall be affected by any
notice to the contrary.


     No recourse under or upon any obligation, covenant or agreement of the
Issuer in the Senior Indenture or any indenture supplemental thereto or in any
Security, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, 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, under any
rule of law, statute or constitutional provision or by the enforcement of
penalty or assessment or by any legal or equitable proceeding or otherwise,
all such liability being expressly waived and released by the acceptance
hereof and as part of the consideration for the issue hereof.


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


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


     Unless the certificate of authentication hereon has been executed by the
Trustee by manual signature, this Registered Global Security shall not be
entitled to any benefit under the Senior Indenture or be valid or obligatory
for any purpose.


                                      7
<PAGE>


     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
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 Registered Global Security, and all rights thereunder, hereby
irrevocably constituting and appointing


_____________________________________________________________________________
attorney to transfer such security on the books of the Issuer, with full power
of substitution in the premises.


Dated: ____________________                   Signature: _____________________

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


                                      8