Exhibit
      4.1

     

    


    


    [FORM
      OF
      FACE OF REGISTERED PUT WARRANT CERTIFICATE]

    


    


    
      
        	
                No.
                  _____

              	
                CUSIP
                  No. __________

              


      

       

    

    [Unless
      and until it is exchanged in whole or in part for Warrants in definitive
      registered form, this Warrant Certificate and the Warrants evidenced hereby
      may
      not be transferred except as a whole by the Depositary to the 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.

     

    Unless
      this Warrant Certificate is presented by an authorized representative of the
      Depositary (55 Water Street, New York) to Morgan Stanley or its agent for
      registration of transfer, exchange or payment, and any Warrant issued is
      registered in the name of Cede & Co. or such other name as requested by an
      authorized representative of the Depositary and any payment hereon is made
      to
      Cede & Co. or such other entity as is requested by an authorized
      representative of the Depositary, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
      FOR
      VALUE OR OTHERWISE BY A PERSON IS WRONGFUL inasmuch as the registered owner
      hereof, Cede & Co., has an interest herein.]1

     

    MORGAN
      STANLEY

    


    [Designation
      of Warrants]

    


    NUMBER
      OF
      WARRANTS EVIDENCED BY THIS CERTIFICATE: [UP TO ____]1

     

    CASH
      SETTLEMENT VALUE PER WARRANT (OR METHOD OF DETERMINING SAME):

     

    [WARRANT
      PROPERTY:] 2

     

    _______________________

      1
        Applies to global
        warrant certificates.

       

        
        2
          Only if the terms of
          the Warrants contemplate that the holder may deliver Warrant Property to
          exercise the Warrants.

      

    

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

     

    [AMOUNT
      OF
      WARRANT PROPERTY

    SALABLE
      PER WARRANT:]2

     

    [PUT
      PRICE
      FOR SUCH SPECIFIED AMOUNT OF WARRANT PROPERTY PER WARRANT:]2

     

    [METHOD
      OF
      DELIVERY OF ANY WARRANT PROPERTY TO BE DELIVERED FOR SALE UPON EXERCISE OF
      WARRANTS:]
      2

     

     

    DATES
      OF
      EXERCISE:

     

    OTHER
      TERMS:

     

    This
      Warrant Certificate certifies that _________, or registered assigns, is the
      Registered Holder of the number of [Designation of Warrants] (the
“Warrants”) [specified above]3 [specified on
      Schedule A hereto]4.  Upon receipt by the Warrant Agent
      of this Warrant Certificate, the exercise notice on the reverse hereof (or
      an
      exercise notice in substantially identical form delivered herewith)(the
“Exercise Notice”), duly completed and executed, except in the
      case of any automatic exercise, and the Amount of Warrant Property saleable
      per
      Warrant set forth above, adjusted, if applicable, as set forth above, for each
      Warrant to be exercised, delivered as set forth above at the Warrant Agent’s
      Window, Attention: Tender Department, in the Borough of Manhattan, The City
      of
      New York (which is, on the date hereof, 101 Barclay Street, 7W New York, New
      York 10286, Attention: Tender Department), each Warrant evidenced hereby
      entitles the Registered Holder hereof to receive, subject to the terms and
      conditions set forth herein and in the Warrant Agreement (as defined below),
      from Morgan Stanley (the “Company”) the [Cash Settlement Value]
      [Put Price]5 per Warrant specified
      above.

     

    Unless
      otherwise indicated above, a Warrant will not require or entitle a Warrantholder
      to sell or deliver to the Company, nor will the Company be under any obligation
      to, nor will it, purchase or take delivery from any Warrantholder of, any
      Warrant Property, and upon exercise of a Warrant, the Company will make only
      a
      cash payment in the amount of the Cash Settlement Value or Put 

     

    ________________________

    
      3
        Applies to
        definitive warrant certificates.

       

        
        4
          Applies to global
          warrant certificates.

         

      

        
        5
          Only if the terms of
          the Warrants contemplate that the holder may deliver Warrant Property to
          exercise the Warrants.

         

      

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Price
      per
      Warrant.  Warrantholders will not receive any interest on any Cash
      Settlement Value.

     

    Reference
      is hereby made to the further provisions of this Warrant Certificate set forth
      on the reverse hereof and such further provisions shall for all purposes have
      the same effect as though fully set forth in this place.

     

    This
      Warrant Certificate shall not be valid unless countersigned by the Warrant
      Agent.

     

    
 

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

      
       

    

     IN
      WITNESS
      WHEREOF, Morgan Stanley has caused this instrument to be duly
      executed.

     

    Dated:
      ______________________

    


    
      	
              MORGAN
                STANLEY

            
	 	 
	 	 
	
              By:

            	 
	
              Name:

            
	
              Title:

            
	 


    

    Attest:

    


    By:
      _________________________

    Assistant
      Secretary

     

    Countersigned
      as of the date above written:

     

    THE
      BANK
      OF NEW YORK,

    as
      Warrant
      Agent

     

    By:
      _________________________

    Authorized
      Signatory

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    [FORM
      OF
      REVERSE OF REGISTERED PUT WARRANT CERTIFICATE]

    
 

    MORGAN
      STANLEY

    


    The
      Warrants evidenced by this Warrant Certificate are part of a duly authorized
      issue of Warrants issued by the Company pursuant to a Warrant Agreement, dated
      as of November 1, 2004  (the “Warrant Agreement”),
      between the Company and The Bank of New York, a New York banking corporation,
      (as successor to JPMorgan Chase Bank N.A., (formerly known as JPMorgan Chase
      Bank)) (the “Warrant Agent”) and are subject to the terms and
      provisions contained in the Warrant Agreement, to all of which terms and
      provisions each Warrantholder consents by acceptance of this Warrant Certificate
      or a beneficial interest therein and which Warrant Agreement is hereby
      incorporated by reference in and made a part of this Warrant
      Certificate.  Without limiting the foregoing, all capitalized terms
      used herein and not otherwise defined shall have the meanings set forth in
      the
      Warrant Agreement.  A copy of the Warrant Agreement is on file at the
      Warrant Agent’s Office.  The Warrants constitute a separate series of
      Warrants under the Warrant Agreement.

     

    The
      Warrants are unsecured contractual obligations of the Company and rank pari
      passu with the Company’s other unsecured contractual obligations and with
      the Company's unsecured and unsubordinated debt.

     

    Subject
      to
      the provisions hereof and the Warrant Agreement, each Warrant may be exercised
      during the dates of exercise set forth on the face hereof by delivering or
      causing to be delivered this Warrant Certificate, the Exercise Notice, duly
      completed and executed, and the Exercise Property for each such Warrant to
      the
      Warrant Agent’s Window, in the Borough of Manhattan, The City of New York, which
      is, on the date hereof (unless otherwise specified herein), The Bank of New
      York, 101 Barclay Street, 7W New York, New York 10286, Attention: Tender
      Department, or at such other address as the Warrant Agent may specify from
      time
      to time.

     

    Each
      Warrant entitles the Warrantholder to receive, upon exercise, the [Cash
      Settlement Value] [Put Price]6 per
      Warrant set forth on the face hereof.

     

    The
      Warrant Agreement and the terms of the Warrants are subject to amendment as
      provided in the Warrant Agreement.

     

    
      __________________

        6
          Only if the terms of
          the Warrants contemplate that the holder may deliver Warrant Property to
          exercise the Warrants.

      

      


       

    

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    This
      Warrant Certificate shall be governed by, and interpreted in accordance with,
      the laws of the State of New York.

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    [Designation
      of Warrants]

    


    Exercise
      Notice

     

    The
      Bank
      of New York

    101
      Barclay Street, 7W

    New
      York,
      New York 10286

    


    Attention:  Tender
      Department

    


    The
      undersigned (the “Registered Holder”) hereby irrevocably
      exercises __________ Warrants (the “Exercised Warrants”) and
      delivers to you herewith a Warrant Certificate or Certificates, registered
      in
      the Registered Holder’s name, representing a number of Warrants at least equal
      to the number of Exercised Warrants[, and the Warrant Property with respect
      thereto].1

     

    The
      Registered Holder hereby directs the Warrant Agent (a) to deliver the [Cash
      Settlement Value][Put Price] 1
      per Warrant as
      follows:

     

     

    and
      (b) if
      the number of Exercised Warrants is less than the number of Warrants represented
      by the enclosed Warrant Certificate, to deliver a Warrant Certificate
      representing the unexercised Warrants to:

     

    
      	 	 	 	 
	
              Dated:

            	 	 	 
	 	 	 	
              (Registered
                Holder)

            


    

    


    


    
      	
              By:

            	 
	 	
              Authorized
                Signature

            
	 	
              Address:

            
	 	
              Telephone:

            


    

    


    


    
_________________

    
      1 Only
        if terms
        of the Warrants contemplate that the holder may deliver Warrant Property
        to
        exercise the Warrants.

       

       

      
        
          1

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    [If
      Warrant is a Global Warrant, insert this Schedule A.]

     

    SCHEDULE
      A

     

    [Designation
      of Warrants]

     

    


    GLOBAL

    WARRANT

    SCHEDULE
      OF EXCHANGES

    


    The
      initial number of Warrants represented by this Global Warrant is __________.
      In
      accordance with the Warrant Agreement [and the Unit Agreement] dated as of
      November 1, 2004 among the Issuer [and], The Bank of New York (as successor
      to
      JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank)), [as Unit
      Agent,] as Warrant Agent[, as Collateral Agent, and as Trustee under the
      Indenture referred to therein and the Holders from time to time of the Units
      described therein], the following [(A) exchanges of [the number of Warrants
      indicated below for a like number of Warrants to be represented by a Global
      Warrant that has been separated from a Unit (a “Separated
      Warrant”)]1
      [the number of
      Warrants that had been represented by a Global Warrant that is part of a Unit
      (an “Attached Unit Warrant”) for a like number of Warrants
      represented by this Global Warrant]2 or] (B)
      reductions
      as a result of the exercise of the number of Warrants indicated below have
      been
      made:

     

    
      	Date
              of Exchange or Exercise	
              
                [Number
                  Exchanged for
                  Separated  Warrants]8

              

            	
              
                [Reduced
                  Number Outstanding Following Such
                  Exchange]1

              

            	
              
                [Number
                  of Attached Unit Warrants Exchanged  for Warrants represented by
                  this Separated Warrant]9

              

            	
              
                [Increased
                  Number  Outstanding
                  Following  Such  Exchange]2

              

            	
              
                Number
                  of Warrants  Exercised

              

            	
              
                Reduced
                  Number  Outstanding Following Such
                  Exercise

              

            	
              
                Notation
                  Made by or on Behalf of Warrant Agent

              

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 


    

     

    _______________________  
      1
        Applies only if this
        Global Warrant is part of a Unit.

    

      
      2
        Applies only if this
        Global Warrant has been separated from a Unit.