Exhibit
      4.2

     

     

     

    [FORM
      OF
      FACE OF REGISTERED CALL 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

    


     

    WARRANT
      PROPERTY:

     

    AMOUNT
      OF
      WARRANT PROPERTY

    PURCHASABLE
      PER WARRANT:

     

    CALL
      PRICE
      PER WARRANT:

     

    ________________

      1
        Applies to global
        warrant certificates.

    

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    FORM
      OF
      PAYMENT OF

    CALL
      PRICE:

     

    CASH
      SETTLEMENT AMOUNT:

     

    FORM
      OF
      SETTLEMENT:

     

    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]2 [specified on
      Schedule A hereto]3.  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 Call Price per Warrant set forth above,
      in the form set forth above, for each Warrant to be exercised  (the
“Exercise Property”) 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 amount and form of property (the
“Warrant Property”) specified above, or if the Warrant is
      to be
      cash settled, the cash settlement amount (the “Cash Settlement
      Amount”) specified above.  Warrants
      will not entitle the Warrantholder to any of the rights of the holders of any
      of
      the Warrant Property. Warrantholders will not receive any interest on any Cash
      Settlement Amount.

     

    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.

     

    _____________________  
      2
        Applies to
        definitive warrant certificates.

       

    

      
      3
        Applies to global
        warrant certificates.

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

    

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

     

    Dated:
      ______________________

    


    
      	
              MORGAN
                STANLEY

            
	 	 
	 	 
	
              By:

            	 
	
              Name:

            
	
              Title:

            
	 


    

    Attest:

    


    By:
      _________________________

    Secretary

     

    Countersigned
      as of the date above written:

     

    THE
      BANK
      OF NEW YORK,

    as
      Warrant
      Agent

     

    By:
      _________________________

    Authorized
      Signatory

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    [FORM
      OF
      REVERSE OF REGISTERED CALL 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 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 Warrant
      Property or the Cash Settlement Amount, as applicable, 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.

     

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

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    [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 Exercise Property with respect
      thereto.

     

    The
      Registered Holder hereby directs the Warrant Agent (a) to deliver the Warrant
      Property, or the Cash Settlement Amount, as applicable, 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:

            


    

     

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    [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”)]4 [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]5 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]1

              

            	
              
                [Reduced
                  Number Outstanding Following Such
                  Exchange]1

              

            	
              
                [Number
                  of Attached Unit Warrants Exchanged  for Warrants represented by
                  this Separated Warrant]2

              

            	
              
                [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.