EXHIBIT
4-pp

       

      [FORM OF
PHYSICALLY-SETTLED PRE-PAID PURCHASE CONTRACT]

       

       

      MORGAN
STANLEY

       

       

      [Insert
Designation of Physically-Settled Pre-paid Purchase Contracts]

       

       

      PHYSICALLY-SETTLED
PRE-PAID PURCHASE CONTRACT(S)

       

       

      Physically-Settled
Pre-paid Purchase Contracts between

       

      Morgan
Stanley

       

      and

       

      ________________

      or
registered assigns,

      as holder
hereunder (the “Holder”)

       

      
      

       

      
        	All
      capitalized terms used but not defined herein that are defined in the Unit
      Agreement (described below) have the meanings set forth therein, and if
      not defined therein, have the meaning set forth
below.




      
        	
                Pre-paid
      Purchase Contract Property:

              	 
      
	
                Quantity:

              	 
      
	
                Settlement
      Date:

              	 
      
	
                Settlement
      Location:

              	 
      
	
                Method
      of Settlement:

              	 
      
	
                Authorized
      Number of Pre-paid Purchase Contracts:

              	 
      
	
                Aggregate
      Quantity of Pre-paid Purchase Contract Property:

              	 
      
	
                Contract
      Fees:

              	 
      


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        
          	
                  Corporation
      Acceleration:

                	 
      
	
                  Holders’
      Acceleration:

                	 
      
	
                  Other
      Terms:

                	 
      


        

         

      

      


      Morgan
Stanley, a Delaware corporation (the “Corporation”), for value
received, agrees to deliver on the Settlement Date, subject to the terms of the
Unit Agreement referred to below and as set forth herein, the Aggregate Quantity
of Pre-paid Purchase Contract Property.  The Physically-Settled
Pre-paid Purchase Contract(s) (the “Pre-paid Purchase
Contract(s)”) evidenced hereby shall not entitle the Holder to receive
the Pre-paid Purchase Contract Property prior to the Settlement
Date.

       

      The
Aggregate Quantity of Pre-paid Purchase Contract Property shall be delivered to
the Settlement Location on the Settlement Date pursuant to the Method of
Settlement.

       

      [This
Purchase Contract is not redeemable prior to maturity.]

       

      Each
Pre-paid Purchase Contract evidenced hereby is one of a duly authorized issue of
not more than the Authorized Number of Pre-paid Purchase Contracts of the
Corporation relating to the delivery of not more than the Aggregate Quantity of
Pre-paid Purchase Contract Property issued under the Unit Agreement, dated as of
November 1, 2004 (the “Unit
Agreement”), among the Corporation, The Bank of New York Mellon (as
successor to JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank)),
as Agent (the “Agent”)
and as Collateral Agent thereunder, as Warrant Agent (the “Warrant Agent”) under the
Warrant Agreement referred to therein, as Trustee (the “Trustee”) and Paying Agent
under the Indenture referred to therein, and the holders from time to time of
Units, to which Unit Agreement and supplemental agreements thereto reference is
hereby made for a description of the respective rights, limitations of rights,
obligations, duties and immunities thereunder of the Agent, the Collateral
Agent, the Corporation and the Holders and of the terms upon which the Pre-paid
Purchase Contracts are, and are to be, executed, countersigned, executed on
behalf of the Holder and delivered.

       

      The Agent
may require a Holder, among other things, to furnish appropriate endorsements
and transfer documents in connection with any transfer or exchange of each
Pre-paid Purchase Contract evidenced hereby.  No service charge shall
be required for any such registration of transfer or exchange, but the
Corporation and the Agent may require payment of a sum sufficient to cover any
tax or other governmental charge imposed in connection with any registration of
transfer or exchange of Units.

       

      Upon
registration of transfer of this Pre-paid Purchase Contract, the transferee
shall be bound (without the necessity of any other action on the part of


       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      such
transferee, except as may be required by the Agent pursuant to the Unit
Agreement), under the terms of the Unit Agreement and the Pre-paid Purchase
Contracts evidenced hereby and the transferor shall be released from the
obligations under the Pre-paid Purchase Contracts hereby.  The
Corporation covenants and agrees, and the Holder, by his acceptance hereof,
likewise covenants and agrees, to be bound by the provisions of this
paragraph.

       

      The extent
to which, and the terms upon which, any property (other than the Pre-paid
Purchase Contract Property) is deliverable with respect to the Pre-paid Purchase
Contracts evidenced hereby is described above under “Contract Fees”.  The
extent to which, and the terms upon which, the Corporation may accelerate the
obligations of the Corporation evidenced hereby is described above under “Corporation
Acceleration”.  The extent to which, and the terms upon which,
the Holders of such Pre-paid Purchase Contracts may accelerate the obligations
of the Corporation is described above under “Holders’
Acceleration”.

       

      Subject to
certain exceptions, the terms of the Pre-paid Purchase Contracts and the
provisions of the Unit Agreement may be amended with the consent of the Holders
of not less than a majority of the affected Outstanding Purchase Contracts and
certain Purchase Contract Defaults may be waived with the consent of the Holders
of a majority of the affected Outstanding Purchase Contracts.  Without
the consent of any Holder of Units, the terms of the Unit Agreement and the
Pre-paid Purchase Contracts may be amended to, among other things, cure any
ambiguity, to correct or supplement any provision in the Unit Agreement or the
Pre-paid Purchase Contract, to add to covenants of the Corporation, Collateral
Agent or Agent or to make any other provisions with respect to matters or
questions arising under the Unit Agreement or the Pre-paid Purchase Contracts
that do not adversely affect the interests of the Holders in any material
respect.

       

      Holders of
the Pre-paid Purchase Contracts may not enforce the Unit Agreement or such
Pre-paid Purchase Contracts except as provided in the Unit
Agreement.

       

      Any
incorporator, or past, present or future stockholder, officer, attorney-in-fact
or director, as such, of the Corporation or of any successor corporation shall
not have any liability for any obligations of the Corporation under the Pre-paid
Purchase Contracts or the Unit Agreement or for any claim based on, with respect
to or by reason of such obligations or their creation.  The Holder by
his acceptance hereof waives and releases all such liability.  The
waiver and release are part of the consideration for the issue of the Pre-paid
Purchase Contracts.

       

      The
Pre-paid Purchase Contracts shall for all purposes be governed by, and construed
in accordance with, the laws of the State of New York.

       

      Prior to
due presentment of a Unit Certificate or Pre-paid Purchase Contract for
registration of transfer, the Corporation, the Trustee, the Agent, the Warrant
Agent and the Collateral Agent, and any agent of the Corporation, the


       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      Trustee,
the Agent, the Warrant Agent and the Collateral Agent may treat the Person in
whose name this Pre-paid Purchase Contract is registered as a party to the
Pre-paid Purchase Contracts evidenced hereby for the purpose of performance of
such Pre-paid Purchase Contracts and for all other purposes whatsoever, and
neither the Corporation, the Trustee, the Agent, the Warrant Agent and the
Collateral Agent nor any such agent shall be affected by notice to the
contrary.

       

      The
Holder, by his acceptance hereof, authorizes the Agent to execute the Pre-paid
Purchase Contracts evidenced hereby on his behalf, authorizes and directs the
Agent on his behalf to take such other action, and covenants and agrees to take
such other action, as may be necessary or appropriate, or as may be required by
the Agent, to effectuate the provisions of the Unit Agreement relating to the
settlement or delivery of the Pre-paid Purchase Contract Property, appoints the
agent as his attorney-in-fact for any and all such purposes, and agrees to be
bound by the terms thereof.

       

      The
Pre-paid Purchase Contracts shall not, prior to the performance thereof, entitle
the Holder to any of the rights of a holder of the Pre-paid Purchase Contract
Property.

       

      No
provision of this Pre-paid Purchase Contract or of the Unit Agreement shall
alter or impair the obligation of the Corporation, which is absolute and
unconditional, to deliver the Pre-paid Purchase Contract Property.

       

      No
Pre-paid Purchase Contract evidenced hereby shall be valid or obligatory for any
purpose until countersigned and executed on behalf of the Holder by the Agent,
pursuant to the Unit Agreement.

       

       

       

      
        
          
          

        

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

       

      
        	
                MORGAN
      STANLEY

                 

                 

              
	
                By:

              	 
      
	
                 

              	
                Name:

              
	
                 

              	
                Title:

              


      

      


      


      
        	
                THE
      BANK OF NEW YORK MELLON,

                as
      Agent, and as attorney-in-fact of the Holder hereof

                 

                 

              
	
                By:

              	 
      
	 
      	
                Authorized
      Signatory

              


      

      


      
        	
                Countersigned

                 

                THE
      BANK OF NEW YORK MELLON,

                as
      Agent

                 

                 

              
	
                By:

              	 
      
	 
      	
                Authorized
      Signatory

              


      

      
 

       

       


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