EXHIBIT
4-w

       

       

      [FORM OF
FACE OF SECURITY]

       

      DEFINITIVE
FIXED RATE SENIOR BEARER NOTE

       

      
        	
                BEARER

              	
                BEARER

              
	
                No.
      DFXR

              	
                [PRINCIPAL
      AMOUNT]

              


      

       

      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.

       

      THIS NOTE
HAS NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE FINANCIAL INSTRUMENTS AND
EXCHANGE LAW OF JAPAN (LAW NO.25 OF 1948, AS AMENDED) (THE “FIEL”). THIS NOTE
MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO, OR FOR THE
ACCOUNT OR 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, OR FOR THE ACCOUNT OR BENEFIT OF, OTHERS FOR THE
RE-OFFERING OR RE-SALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, ANY RESIDENT OF JAPAN EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF, AND OTHERWISE IN COMPLIANCE WITH, THE
FIEL AND ANY OTHER APPLICABLE LAWS, REGULATIONS AND MINISTERIAL GUIDELINES OF
JAPAN.1

       

      

        

      

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

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      MORGAN
STANLEY

      DEFINITIVE
FIXED RATE SENIOR BEARER NOTE

      MEDIUM-TERM
NOTE, SERIES [G/H]

       

      


       

      
        	
                ORIGINAL
      ISSUE DATE:

              	
                INITIAL
      REDEMPTION DATE:

              	
                INTEREST
      RATE:

              	
                MATURITY
      DATE:

              
	
                INTEREST
      ACCRUAL DATE:

              	
                INITIAL
      REDEMPTION PERCENTAGE:

              	
                INTEREST
      PAYMENT DATE(S):

              	
                OPTIONAL
      REPAYMENT DATE(S):

              
	
                SPECIFIED
      CURRENCY:

              	
                ANNUAL
      REDEMPTION PERCENTAGE REDUCTION:

              	
                EUROCLEAR
      NO.:

              	
                MINIMUM
      DENOMINATIONS:

              
	
                EXCHANGE
      RATE AGENT:

                [Morgan
      Stanley and Co. International plc]

              	
                REDEMPTION
      NOTICE PERIOD:2

              	
                CLEARSTREAM
      NO.:

              	
                APPLICABILITY
      OF MODIFIED PAYMENT UPON ACCELERATION, REPAYMENT OR
      REDEMPTION:

              
	
                INITIAL
      OFFERING DATE:

              	
                EXCHANGE
      FOR REGISTERED NOTES: [NO]3

              	
                COMMON
      CODE:

              	
                If
      yes, state Issue Price:

              
	
                OTHER
      PROVISIONS4:

              	 
      	
                ISIN:

              	
                ORIGINAL
      YIELD TO MATURITY:

              


      

       

      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 sum
of            , on
the Maturity Date specified above (except to the extent previously redeemed or
repaid) and to pay interest thereon to the bearer of the coupons, if any,
appertaining hereto (the “Coupons”) as they severally mature, at the Interest
Rate per annum specified above from and including the Interest Accrual Date
specified above until but excluding the date the principal amount is paid or
duly made available for payment (except as provided below) weekly, monthly,
quarterly, semi-annually or annually in arrears on the Interest Payment Dates
specified above in each year commencing on the first Interest Payment Date next
succeeding the Interest Accrual Date specified above, and on the Maturity Date
specified above (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.

       

      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 hereof has been paid or duly
made available for payment (except as provided below). The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will,
subject to certain exceptions described herein, be paid to the holder of the
appropriate 

       

      
        

      

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

        

        
          4 Specify
if this Note is subject to contingent payment and, if so, the manner of
calculating such payment.

           

           

        

      

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      Coupon
upon presentment and surrender at the office of a Paying Agent referred to in
the next succeeding paragraph.

       

      Payment of
the principal of this Note, any premium and the interest due at maturity (or on
any redemption or repayment date) will be made upon presentation and surrender
of this Note and any Coupons (and, in the case of redemption or repayment, any
Coupon yet unmatured) at the office or agency of the Principal Paying Agent, as
defined on the reverse hereof, or at the office or agency of such paying agents
listed on the reverse of each Coupon or at the office or agency of such other
paying agents outside the United States (this and certain other capitalized
terms used herein are defined on the reverse of this Note) as the Issuer may
determine for that purpose (each, a “Paying Agent,” which term shall include the
Principal Paying Agent).

       

      Payment of
the principal of, premium, if any, and interest on this Note will be made in the
Specified Currency indicated above, except as provided on the reverse hereof. If
this Note is denominated in U.S. dollars, any payment of the principal of,
premium, if any, and interest on this Note will be made in such coin or currency
of the United States as at the time of payment is legal tender for payment of
public and private debts. Such payments on this Note will be made either by a
check mailed to an address outside the United States furnished by the payee or,
at the option of the payee and subject to applicable laws and regulations and
the procedures of the Paying Agent, by wire transfer of immediately available
funds to an account maintained by the payee with a bank located outside the
United States if appropriate wire transfer instructions have been received by
the Paying Agent not less than 15 calendar days prior to the applicable payment
date. 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 Borough of Manhattan, The City of New York, if such paying agency, under
applicable law and regulations, would be able to make such payment. If this Note
is denominated in a Specified Currency other than U.S. dollars, then, except as
provided on the reverse hereof, payment of the principal of, premium, if any,
and interest on this Note will be made in such Specified Currency either by a
check drawn on a bank outside the United States or, at the option of the payee
and subject to applicable laws and regulations and the procedures of the Paying
Agent, by wire transfer of immediately available funds to an account maintained
by the payee with a bank located outside the United States.

       

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

       

      Unless the
certificate of authentication hereon has been executed by the Trustee referred
to on the reverse hereof by manual signature, neither this Note nor the Coupons
shall be entitled to any benefit under the Senior Indenture, as defined on the
reverse hereof, or be valid or obligatory for any purpose.

       

       

      
        
          
          

        

        
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      IN WITNESS
WHEREOF, the Issuer has caused this Note to be duly executed and Coupons bearing
the facsimile signature of its ___________ to be annexed hereto.

       

      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 MELLON,

                as
      Trustee

              
	 
	 
	
                By:

              	 
      
	
                Authorized
      Signatory

              


      

      


       

      
        
          
          

        

        
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      [FORM OF
REVERSE OF SECURITY]

       

      This Note
is one of a duly authorized issue of Global Medium-Term Notes, Series [G/H],
with maturities more than nine months from the date of issue (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 Mellon (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 a First Supplemental Senior Indenture
dated as of September 4, 2007, a Second Supplemental Senior Indenture dated as
of January 4, 2008, a Third Supplemental Senior Indenture dated as of September
10, 2008 and a Fourth Supplemental Senior Indenture dated as of December 1, 2008
(as the same 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 Coupons and the terms upon which the Notes are, and are
to be, authenticated and delivered. The Issuer has appointed The Bank of New
York Mellon, London Branch (as successor to JPMorgan Chase Bank, N.A., London
Branch), as the principal paying agent for the Notes and Coupons (the “Principal
Paying Agent,” which term includes any additional or successor Principal Paying
Agent appointed by the Issuer). The terms of individual Notes may vary with
respect to interest rates, interest rate formulas, issue dates, maturity dates,
or otherwise, all as provided in the Senior Indenture. To the extent not
inconsistent herewith, the terms of the Senior Indenture are hereby incorporated
by reference herein.

       

      Unless
otherwise indicated on the face hereof, this Note will not be subject to any
sinking fund and, unless otherwise indicated on the face hereof in accordance
with the provisions of the following two paragraphs and except as set forth
below, will not be redeemable or subject to repayment at the option of the
holder prior to maturity.

       

      If so
indicated on the face hereof, this Note may be redeemed in whole or in part at
the option of the Issuer on or after the Initial Redemption Date specified on
the face hereof on the terms set forth on the face hereof, together with
interest accrued and unpaid hereon to the date of redemption (except as
indicated below). If this Note is subject to “Annual Redemption Percentage
Reduction,” the Initial Redemption Percentage indicated on the face hereof will
be reduced on each anniversary of the Initial Redemption Date by the Annual
Redemption Percentage Reduction specified on the face hereof until the
redemption price of this Note is 100% of the principal amount hereof, together
with interest accrued and unpaid hereon to the date of redemption (except as
provided below). If the face hereof indicates that this Note is subject to
“Modified Payment upon Acceleration, Repayment or Redemption,” the amount of
principal payable upon redemption will be limited to the aggregate principal
amount hereof multiplied by the sum of the Issue Price specified on the face
hereof (expressed as a percentage of the aggregate principal amount) plus the
original issue discount accrued from the Interest Accrual Date to the date of
redemption (expressed as a percentage of the aggregate principal amount), with
the amount of original issue discount accrued being calculated using a constant
yield method (as described below). Notice of redemption shall be mailed to the
holders of the Notes designated for redemption who have filed their names and
addresses with the Principal Paying Agent, not less than 30 nor more than 60
calendar days prior to the date fixed for redemption or within the Redemption
Notice Period specified on the face hereof, subject to all the conditions and
provisions of the Senior Indenture. Notice of redemption to holders of Notes


       

      
        
          
          

        

        
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      shall be
published in the manner set forth in “Notices” as defined below and, if by a
publication, shall be given once in each of three successive calendar weeks, the
first publication to be not less than 30 nor more than 60 calendar days prior to
the date set for redemption or within the Redemption Notice Period specified on
the face hereof. In the event of redemption of this Note in part only, a new
Note or Notes for the amount of the unredeemed portion hereof shall be issued
upon the cancellation hereof. If redeemed prior to maturity, this Note must be
presented for payment together with all unmatured Coupons, if any, appertaining
hereto, failing which the amount of any missing unmatured Coupon will be
deducted from the sum due for payment; provided, however, that such deduction
may be waived by the Issuer and the Principal Paying Agent if there is furnished
to each of them such security or indemnity as they may require.

       

      If so
indicated on the face of this Note, this Note will be subject to repayment at
the option of the holder on the Optional Repayment Date or Dates specified on
the face hereof on the terms set forth herein. On any Optional Repayment Date,
this Note will be repayable in whole or in part in increments of $1,000 or, if
this Note is denominated in a Specified Currency other than U.S. dollars, in
increments of 1,000 units of such Specified Currency (provided that any
remaining principal amount hereof shall not be less than the minimum authorized
denomination hereof) at the option of the holder hereof at a price equal to 100%
of the principal amount to be repaid, together with interest accrued and unpaid
hereon to the date of repayment (except as provided below), provided that if the face
hereof indicates that this Note is subject to “Modified Payment upon
Acceleration, Repayment or Redemption”, the amount of principal payable upon
repayment will be limited to the aggregate principal amount hereof multiplied by
the sum of the Issue Price specified on the face hereof (expressed as a
percentage of the aggregate principal amount) plus the original issue discount
accrued from the Interest Accrual Date to the date of repayment (expressed as a
percentage of the aggregate principal amount), with the amount of original issue
discount accrued being calculated using a constant yield method (as described
below). For this Note to be repaid at the option of the holder hereof, the
Principal Paying Agent must receive at its office in London, at least 15 but not
more than 30 calendar days prior to the date of repayment, this Note, together
with all unmatured Coupons, with the form entitled “Option to Elect Repayment”
below duly completed, or a telegram, telex, facsimile transmission or a letter
from a member of a national securities exchange, or the Financial Industry
Regulatory Authority, Inc. or a commercial bank or trust company in the United
States, Western Europe or Japan setting forth the principal amount of the Note,
the principal amount of the Note to be repaid, the certificate number or a
description of the tenor and terms of this Note, a statement that the Option to
Elect Repayment is being exercised and a guarantee that this Note to be repaid,
together with all unmatured Coupons and the duly completed form entitled Option
to Elect Repayment, will be received by the principal paying agent not later
than the fifth Business Day (as defined below) after the date of that telegram,
telex, facsimile transmission or letter. However, the telegram, telex, facsimile
transmission or letter shall only be effective if this Note, all unmatured
Coupons and an Option to Elect Repayment form duly completed are received by the
Paying Agent by the fifth Business Day after the date of such telegram, telex,
facsimile transmission or letter. Exercise of such repayment option by the
holder hereof shall be irrevocable. In the event of repayment of this Note in
part only, a new Note or Notes for the amount of the unpaid portion hereof shall
be issued upon the cancellation hereof.

       

      Interest
payments on this Note will include interest accrued to but excluding the
Interest Payment Dates or the Maturity Date (or any earlier redemption or
repayment date), as the case 

       

      
        
          
          

        

        
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      may be.
Unless otherwise specified on the face hereof, interest payments for this Note
will be computed and paid on the basis of a 360-day year of twelve 30-day
months.

       

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

       

      This Note
and the Coupons and all the 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 Note
is issued in definitive bearer form with Coupons attached (a “Definitive Bearer
Note”) and is issuable only in the minimum denominations set forth on the face
hereof or any amount in excess thereof which is an integral multiple of 1,000
units of the Specified Currency set forth on the face hereof.

       

      This Note
and the Coupons may be transferred by delivery. At the option of the holder of
this Note, and subject to the terms of the Senior Indenture, this Note (with all
unmatured Coupons, and all matured Coupons, if any, in default) will be
exchanged for a Registered Note of any authorized denomination of like tenor and
in an equal aggregate principal amount, in accordance with the provisions of the
Senior Indenture, at the office of the Trustee in The City of New York (which
initially has been appointed registrar and transfer agent for the Notes) or at
the office of the Principal Paying Agent in London (which initially has been
appointed transfer agent for the Notes), or at the office of any transfer agent
designated by the Issuer for such purpose. If this Note is surrendered in
exchange for a Registered Note after the close of business at any such office on
any record date (whether or not a Business Day) for the payment of interest on
such Registered Note and before the opening of business at such office on the
relevant Interest Payment Date, this Note shall be surrendered without the
Coupon relating to such Interest Payment Date. All such exchanges of Notes and
Coupons will be free of service charge, but the Issuer may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection therewith.

       

      None of
the Issuer, the Trustee or any agent of the Issuer or the Trustee shall be
required to exchange this Note for a Registered Note if such exchange would
result in adverse U.S. federal tax consequences or other adverse consequences to
the Issuer under then applicable U.S. federal income tax laws.

       

      The Issuer
will not be required (i) to exchange any Bearer Note to be redeemed for a period
of fifteen calendar days preceding the first publication or other transmission,
if applicable, of the relevant Notice of redemption or (ii) to exchange any
Bearer Note selected for redemption or surrendered for optional repayment,
except that such Bearer Note may be exchanged for a Registered Note of like
tenor; provided that such Registered Note shall be simultaneously surrendered
for redemption or repayment, as the case may be.

       

      
        
          
          

        

        
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      In case
this Note or any Coupon shall at any time become mutilated, defaced or be
destroyed, lost or stolen and this Note or such Coupon or evidence of the loss,
theft or destruction thereof (together with the indemnity hereinafter referred
to and such other documents or proof as may be required in the premises) shall
be delivered to the Trustee, the Issuer in its discretion may execute a new Note
of like tenor, with Coupons corresponding to the Coupons appertaining to the
Note so mutilated, defaced, destroyed, lost or stolen or to the Note to which
such mutilated, defaced, destroyed, lost or stolen Coupon appertained, in
exchange for this Note, but, in the case of any destroyed, lost or stolen Note
or Coupon, only upon receipt of evidence satisfactory to the Trustee and the
Issuer that this Note or Coupon was destroyed, lost or stolen and, if required,
upon receipt also of indemnity satisfactory to each of them. All expenses and
reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a new Note and Coupons, if any,
shall be borne by the owner of the Note or Coupon mutilated, defaced, destroyed,
lost or stolen.

       

      This Note
may be redeemed, as a whole, at the option of the Issuer at any time prior to
maturity, upon the giving of a Notice of redemption as described below, at a
redemption price equal to 100% of the principal amount hereof, together with
accrued interest to the date fixed for redemption (except that if this Note is
subject to “Modified Payment upon Acceleration, Repayment or Redemption,” such
redemption price would be limited to the aggregate principal amount hereof
multiplied by the sum of the Issue Price specified on the face hereof (expressed
as a percentage of the aggregate principal amount) plus the original issue
discount accrued from the Interest Accrual Date to the date of redemption
(expressed as a percentage of the aggregate principal amount), with the amount
of original issue discount accrued being calculated using a constant yield
method (as described below)), if the Issuer determines that, as a result of any
change in or amendment to the laws (including a holding, judgment or as ordered
by a court of competent jurisdiction), or any regulations or rulings promulgated
thereunder, of the United States or of any political subdivision or taxing
authority thereof or therein affecting taxation, or any change in official
position regarding the application or interpretation of such laws, regulations
or rulings, which change or amendment occurs, becomes effective or, in the case
of a change in official position, is announced on or after the Initial Offering
Date hereof, the Issuer has or will become obligated to pay Additional Amounts,
as defined below, with respect to this Note as described below. Prior to the
giving of any Notice of redemption pursuant to this paragraph, the Issuer shall
deliver to the Trustee (i) a certificate stating that the Issuer is entitled to
effect such redemption and setting forth a statement of facts showing that the
conditions precedent to the right of the Issuer to so redeem have occurred, and
(ii) an opinion of independent legal counsel satisfactory to the Trustee to such
effect based on such statement of facts; provided that no such Notice of
redemption shall be given earlier than 60 calendar days prior to the earliest
date on which the Issuer would be obligated to pay such Additional Amounts if a
payment in respect of this Note were then due.

       

      Notice of
redemption will be given not less than 30 nor more than 60 calendar days prior
to the date fixed for redemption or within the Redemption Notice Period
specified on the face hereof, which date and the applicable redemption price
will be specified in the Notice.

       

      If the
Issuer shall determine that any payment made outside the United States by the
Issuer or any Paying Agent of principal, premium or interest due in respect of
this Note or any Coupon would, under any present or future laws or regulations
of the United States, be subject to any certification, identification or other
information reporting requirement of any kind, the effect of 

       

      
        
          
          

        

        
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      which is
the disclosure to the Issuer, any Paying Agent or any governmental authority of
the nationality, residence or identity of a beneficial owner of this Note or any
Coupon who is a U.S. Alien (as defined below) (other than such a requirement (a)
that would not be applicable to a payment made by the Issuer or any Paying Agent
(i) directly to the beneficial owner or (ii) to a custodian, nominee or other
agent of the beneficial owner, or (b) that can be satisfied by such custodian,
nominee or other agent certifying to the effect that such beneficial owner is a
U.S. Alien; provided that in each case referred to in clauses (a)(ii) and (b)
payment by such custodian, nominee or agent to such beneficial owner is not
otherwise subject to any such requirement), the Issuer shall redeem this Note,
as a whole, at a redemption price equal to 100% of the principal amount thereof
(except that if this Note is subject to “Modified Payment upon Acceleration,
Repayment or Redemption,” such redemption price would be limited to the
aggregate principal amount hereof multiplied by the sum of the Issue Price
specified on the face hereof (expressed as a percentage of the aggregate
principal amount) plus the Amortized Amount), together with accrued interest to
the date fixed for redemption, or, at the election of the Issuer if the
conditions of the next succeeding paragraph are satisfied, pay the additional
amounts specified in such paragraph. The Issuer shall make such determination
and election as soon as practicable, shall promptly notify the Trustee thereof
and shall publish (or transmit, as applicable) prompt notice thereof (the
“Determination Notice”) stating the effective date of such certification,
identification or other information reporting requirements, whether the Issuer
will redeem this Note or has elected to pay the additional amounts specified in
the next succeeding paragraph, and (if applicable) the last date by which the
redemption of this Note must take place, as provided in the next succeeding
sentence. If the Issuer redeems this Note, such redemption shall take place on
such date, not later than one year after the publication of the Determination
Notice, as the Issuer shall elect by notice to the Trustee at least 60 calendar
days prior to the date fixed for redemption or at least 30 calendar days prior
to the last day of the Redemption Notice Period specified on the face hereof.
Notice of such redemption of this Note will be given to the holder of this Note
not more than 60 nor less than 30 calendar days prior to the date fixed for
redemption or within the Redemption Notice Period specified on the face hereof.
Such redemption notice shall include a statement as to the last date by which
this Note to be redeemed may be exchanged for Registered Notes. Notwithstanding
the foregoing, the Issuer shall not so redeem this Note if the Issuer shall
subsequently determine, not less than 30 calendar days prior to the date fixed
for redemption or prior to the last day of the Redemption Note Period specified
on the face hereof, that subsequent payments would not be subject to any such
certification, identification or other information reporting requirement, in
which case the Issuer shall publish (or transmit, as applicable) prompt notice
of such determination and any earlier redemption notice shall be revoked and of
no further effect. The right of the holder of this Note to exchange this Note
for Registered Notes pursuant to the provisions of this paragraph will terminate
at the close of business of the Principal Paying Agent on the fifteenth day
prior to the date fixed for redemption, and no further exchanges of this Note
for Registered Notes shall be permitted.

       

      If and so
long as the certification, identification or other information reporting
requirements referred to in the preceding paragraph would be fully satisfied by
payment of a backup withholding tax or similar charge, the Issuer may elect by
notice to the Trustee to pay as additional amounts such amounts as may be
necessary so that every net payment made outside the United States following the
effective date of such requirements by the Issuer or any Paying Agent of
principal, premium or interest due in respect of this Note or any Coupon of
which the beneficial owner is a U.S. Alien (but without any requirement that the
nationality, residence or 

       

      
        
          
          

        

        
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      identity
of such beneficial owner be disclosed to the Issuer, any Paying Agent or any
governmental authority, with respect to the payment of such additional amounts),
after deduction or withholding for or on account of such backup withholding tax
or similar charge (other than a backup withholding tax or similar charge that
(i) would not be applicable in the circumstances referred to in the second
parenthetical clause of the first sentence of the preceding paragraph, or (ii)
is imposed as a result of presentation of this Note or Coupon for payment more
than 15 calendar days after the date on which such payment becomes due and
payable or on which payment thereof is duly provided for, whichever occurs
later), will not be less than the amount provided for in this Note or any Coupon
to be then due and payable. In the event the Issuer elects to pay any additional
amounts pursuant to this paragraph, the Issuer shall have the right to redeem
this Note as a whole at any time pursuant to the applicable provisions of the
immediately preceding paragraph and the redemption price of this Note will not
be reduced for applicable withholding taxes. If the Issuer elects to pay
additional amounts pursuant to this paragraph and the condition specified in the
first sentence of this paragraph should no longer be satisfied, then the Issuer
will redeem this Note as a whole, pursuant to the applicable provisions of the
immediately preceding paragraph.

       

      The Issuer
will, subject to certain exceptions and limitations set forth below, pay such
additional amounts (the “Additional Amounts”) to the holder of this Note with
respect to any interest in this Note held by a beneficial owner who is a U.S.
Alien as may be necessary in order that every net payment of the principal of
and interest on this Note and any other amounts payable on this Note, after
withholding or deduction for or on account of any present or future tax,
assessment or governmental charge imposed upon or as a result of such payment by
the United States, or any political subdivision or taxing authority of or in the
United States, will not be less than the amount provided for in this Note to be
then due and payable. The Issuer will not, however, make any payment of
Additional Amounts to the holder of this Note with respect to any interest in
this Note held by any beneficial owner who is a U.S. Alien for or on account
of:

       

      
        	
                 
      

              	
                ·

              	
                any
      present or future tax, assessment or other governmental charge that would
      not have been so imposed but for

              


      

       

      
        	
                 
      

              	
                o

              	
                the
      existence of any present or former connection between the beneficial owner
      of an interest in this Note, or between a fiduciary, settlor, beneficiary,
      member or shareholder of the beneficial owner, if the beneficial owner is
      an estate, a trust, a partnership or a corporation for U.S. federal income
      tax purposes, and the United States, including, without limitation, the
      beneficial owner, or the fiduciary, settlor, beneficiary, member or
      shareholder, being or having been a citizen or resident of the United
      States or being or having been engaged in the conduct of a trade or
      business or present in the United States or having, or having had, a
      permanent establishment in the United States;
or

              


      

       

      
        	
                 
      

              	
                o

              	
                the
      presentation by or on behalf of the beneficial owner of an interest in
      this Note for payment on a date more than 15 days after the date on which
      payment became due and payable or the date on which payment of this Note
      is duly provided for, whichever occurs
later;

              


      

       

      
        	
                 
      

              	
                ·

              	
                any
      estate, inheritance, gift, sales, transfer, excise or personal property
      tax or any similar tax, assessment or governmental
  charge;

              


      

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                ·

              	
                any
      tax, assessment or other governmental charge imposed by reason of the
      beneficial owner’s past or present status as a controlled foreign
      corporation or passive foreign investment company with respect to the
      United States or as a corporation that accumulates earnings to avoid U.S.
      federal income tax or as a private foundation or other tax-exempt
      organization;

              


      

       

      
        	
                 
      

              	
                ·

              	
                any
      tax, assessment or other governmental charge that is payable otherwise
      than by withholding or deduction from payments on or in respect of this
      Note;

              


      

       

      
        	
                 
      

              	
                ·

              	
                any
      tax, assessment or other governmental charge required to be withheld by
      any Paying Agent from any payment of principal of, or interest on, this
      Note, if payment can be made without withholding by at least one other
      Paying Agent;

              


      

       

      
        	
                 
      

              	
                ·

              	
                any
      tax, assessment or other governmental charge imposed solely because the
      beneficial owner of an interest in this Note (1) is a bank purchasing this
      Note in the ordinary course of its lending business or (2) is a bank that
      is neither (A) buying this Note for investment purposes nor (B) buying
      this Note for resale to a third party that either is not a bank or holding
      this Note for investment purposes
only;

              


      

       

      
        	
                 
      

              	
                ·

              	
                any
      tax, assessment or other governmental charge that would not have been
      imposed but for the failure to comply with certification, information or
      other reporting requirements concerning the nationality, residence,
      identity or connection with the United States of the beneficial owner of
      an interest in this Note, if compliance is required by statute or by
      regulation of the United States or of any political subdivision or taxing
      authority of or in the United States as a precondition to relief or
      exemption from the tax, assessment or other governmental
      charge;

              


      

       

      
        	
                 
      

              	
                ·

              	
                any
      tax, assessment or other governmental charge imposed by reason of the
      beneficial owner’s past or present status as the actual or constructive
      owner of 10% or more of the total combined voting power of all classes of
      stock entitled to vote of the Issuer or as a direct or indirect subsidiary
      of the Issuer; or

              


      

       

      
        	
                 
      

              	
                ·

              	
                any
      combination of the items listed
above.

              


      

       

      In
addition, the Issuer will not be required to make any payment of Additional
Amounts with respect to any interest in this Note presented for
payment:

       

      
        	
                 
      

              	
                ·

              	
                where
      such withholding or deduction is imposed on a payment to an individual and
      is required to be made pursuant to any law implementing or complying with,
      or introduced in order to conform to, any European Union Directive on the
      taxation of savings; or

              


      

       

      
        	
                 
      

              	
                ·

              	
                by
      or on behalf of a beneficial owner who would have been able to avoid such
      withholding or deduction by presenting this Note or the relevant coupon to
      another Paying Agent in a member state of the European Union (a “Member
      State”).

              


      

       

      Nor will
the Issuer pay Additional Amounts with respect to any payment with respect to
any interest in this Note to a U.S. Alien who is a fiduciary or partnership or
other than the sole beneficial owner of the payment to the extent the payment
would be required by the laws of the United States (or any political subdivision
of the United States) to be included in the income, for tax purposes, of a
beneficiary or settlor with respect to the fiduciary or a member of the


       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      partnership
or a beneficial owner who would not have been entitled to the Additional Amounts
had the beneficiary, settlor, member or beneficial owner held its interest in
this Note directly.

       

      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 or premium, if any, or
interest on any series of debt securities issued under the Senior Indenture,
including the series of Global Medium-Term Notes of which this Note 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 aggregate principal amount of the outstanding
debt securities of each affected series, voting as one class, by notice in
writing to the Issuer and to the Trustee, if given by the securityholders, 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 Note, or due to certain events of bankruptcy,
insolvency or reorganization of the Issuer, shall have occurred and be
continuing, either the Trustee or the holders of not less than 25% in aggregate
principal amount of all outstanding debt securities issued under the Senior
Indenture, voting as one class, by notice in writing to the Issuer and to the
Trustee, if given by the securityholders, 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 of or
premium, if any, or interest on such debt securities) by the holders of a
majority in aggregate principal amount of the debt securities of all affected
series then outstanding.

       

      If the
face hereof indicates that this Note is subject to “Modified Payment upon
Acceleration, Repayment or Redemption,” then (i) if the principal hereof is
declared to be due and payable as described in the preceding paragraph, the
amount of principal due and payable with respect to this Note shall be limited
to the aggregate principal amount hereof multiplied by the sum of the Issue
Price specified on the face hereof (expressed as a percentage of the aggregate
principal amount) plus the original issue discount accrued from the Interest
Accrual Date to the date of declaration (expressed as a percentage of the
aggregate principal amount), with the amount of original issue discount accrued
being calculated using a constant yield method (as described in the next
paragraph), (ii) for the purpose of any vote of securityholders taken pursuant
to the Senior Indenture prior to the acceleration of payment of this Note, the
principal amount hereof shall equal the amount that would be due and payable
hereon, calculated as set forth in clause (i) above, if this Note were declared
to be due and payable on the date of any such vote and (iii) for the purpose of
any vote of securityholders taken pursuant to the Senior Indenture following the
acceleration of payment of this Note, the principal amount hereof shall equal
the amount of principal due and payable with respect to this Note, calculated as
set forth in clause (i) above.

       

      The
constant yield shall be calculated using a 30-day month, 360-day year
convention, a compounding period that, except for the initial period (as defined
below), corresponds to the shortest period between Interest Payment Dates (with
ratable accruals within a compounding period), and an assumption that the
maturity will not be accelerated. If the period from the Original Issue Date to
the first Interest Payment Date (the “initial period”) is shorter than the
compounding period for this Note, a proportionate amount of the yield for an
entire 

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      compounding
period will be accrued. If the initial period is longer than the compounding
period, then the period will be divided into a regular compounding period and a
short period with the short period being treated as provided in the preceding
sentence.

       

      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 thereof, or change the currency of
payment thereof, or modify or amend the provisions for conversion of any
currency into any other currency, or reduce the amount of any original issue
discount security payable upon acceleration or provable in bankruptcy, or modify
or amend the provisions for conversion or exchange of the debt security for
securities of the Issuer or other entities or for other property or the cash
value of the property (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 alter certain provisions of the Senior
Indenture relating to debt securities not denominated in U.S. dollars 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 of
any series the consent of the holders of which is required for any such
supplemental indenture.

       

      Except as
set forth below, if the principal of or premium, if any, or interest on this
Note is payable in a Specified Currency other than U.S. dollars and such
Specified Currency is not available to the Issuer for making payments hereon due
to the imposition of exchange controls or other circumstances beyond the control
of the Issuer or is no longer used by the government of the country issuing such
currency or for the settlement of transactions by public institutions within the
international banking community, then the Issuer will be entitled to satisfy its
obligations to the holder of this Note or any Coupon by making such payments in
U.S. dollars on the basis of the Market Exchange Rate (as defined below) on the
date of such payment or, if the Market Exchange Rate is not available on such
date, as of the most recent practicable date; provided, however, that if the
euro has been substituted for such Specified Currency, the Issuer may at its
option (or shall, if so required by applicable law) without the consent of the
holder of this Note effect the payment of principal of or premium, if any, or
interest on any Note denominated in such Specified Currency in euro in lieu of
such Specified Currency in conformity with legally applicable measures taken
pursuant to, or by virtue of, the Treaty establishing the European Community, as
amended. Any payment made under such circumstances in U.S. dollars or euro where
the required payment is in an unavailable Specified Currency will not constitute
an Event of Default. If such Market Exchange Rate is not then available to the
Issuer or is not published for a particular Specified Currency, the Market
Exchange Rate will be based on the highest bid quotation in The City of New York
received by the Exchange Rate Agent (as defined below) at approximately 11:00
a.m., New York City time, on the second Business Day preceding the date of such
payment from three recognized foreign exchange dealers (the “Exchange Dealers”)
for the purchase by the quoting Exchange Dealer of the Specified Currency for
U.S. dollars for settlement on the payment date, in the aggregate amount of the
Specified Currency 

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      payable to
those holders or beneficial owners of Notes and at which the applicable Exchange
Dealer commits to execute a contract. One of the Exchange Dealers providing
quotations may be the Exchange Rate Agent unless the Exchange Rate Agent is an
affiliate of the Issuer. If those bid quotations are not available, the Exchange
Rate Agent shall determine the market exchange rate at its sole
discretion.

       

      The
“Exchange Rate Agent” shall be Morgan Stanley & Co. International plc,
unless otherwise indicated on the face hereof.

       

      All
determinations referred to above made by, or on behalf of, the Issuer or by, or
on behalf of, the Exchange Rate Agent shall be at such entity’s sole discretion
and shall, in the absence of manifest error, be conclusive for all purposes and
binding on holders of Notes.

       

      So long as
this Note or any Coupons shall be outstanding, the Issuer will cause to be
maintained an office or agency for the payment of the principal of and premium,
if any, and interest on this Note as herein provided. The Paying Agents
initially designated by the Issuer are listed on the reverse of each Coupon. If
this Note is listed on the London Stock Exchange plc and such exchange so
requires, the Issuer shall maintain a Paying Agent in London. If any European
Union Directive on the taxation of savings comes into force, the Issuer will, to
the extent possible as a matter of law, maintain a Paying Agent in a Member
State of the European Union that will not be obligated to withhold or deduct tax
pursuant to any such Directive or any law implementing or complying with, or
introduced in order to conform to, such Directive. The Issuer may designate
other agencies for the payment of said principal, premium and interest at such
place or places outside the United States (subject to applicable laws and
regulations) as the Issuer may decide. So long as there shall be such an agency,
the Issuer shall keep the Trustee advised of the names and locations of such
agencies, if any are so designated.

       

      With
respect to moneys paid by the Issuer and held by the Trustee or any Paying Agent
for payment of the principal of or interest or premium, if any, on any Notes
that remain unclaimed at the end of two years after such principal, interest or
premium shall have become due and payable (whether at maturity or upon call for
redemption or otherwise), (i) the Trustee or such Paying Agent shall notify the
holders of such Notes that such moneys shall be repaid to the Issuer and any
person claiming such moneys shall thereafter look only to the Issuer for payment
thereof and (ii) such moneys shall be so repaid to the Issuer. Upon such
repayment all liability of the Trustee or such Paying Agent with respect to such
moneys shall thereupon cease, without, however, limiting in any way any
obligation that the Issuer may have to pay the principal of or interest or
premium, if any, on this Note as the same shall become due.

       

      No
provision of this Note, any Coupon or the Senior Indenture shall alter or impair
the obligation of the Issuer, which is absolute and unconditional, to pay the
principal of and premium, if any, and interest on this Note at the time, place
and rate, and in the coin or currency, herein prescribed unless otherwise agreed
between the Issuer and the holder of this Note or any Coupon.

       

      The
Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the
holder of this Note or any Coupon as the absolute owner hereof or thereof for
all purposes, whether or not this Note or such Coupon be overdue, and none of
the Issuer, the Trustee or any such agent shall be affected by notice to the
contrary.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

       

      No
recourse shall be had for the payment of the principal of or premium, if any, or
interest on this Note for any claim based hereon or on any Coupon, or otherwise
in respect hereof or thereof, or based on or in respect of the Senior Indenture
or any indenture supplemental thereto, against any incorporator, shareholder,
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, whether by virtue of any constitution, statute or rule of law or by
the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.

       

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

       

      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 payment system (“TARGET”), which utilizes a single shared
platform and was launched on November 19, 2007, is open for the settlement of
payment in euro (a “TARGET Settlement Day”);

       

      (b)             the
term “Market Exchange Rate” means the noon U.S. dollar buying rate in The City
of New York for cable transfers of the Specified Currency indicated on the face
hereof published by the Federal Reserve Bank of New York;

       

      (c)             the
term “Notices” refers to notices to the holders of the Notes and any Coupons to
be given by publication in an authorized newspaper in the English language and
of general circulation in the Borough of Manhattan, The City of New York, and
London or, if publication in London is not practical, in an English language
newspaper with general circulation in Western Europe; provided that notice may
be made, at the option of the Issuer, through the customary notice provisions of
the clearing system or systems through which beneficial interests in this Note
are owned. Such Notices will be deemed to have been given on the date of such
publication (or other transmission, as applicable) or, if published in such
newspapers on different dates, on the date of the first such
publication;

       

      (d)             the
term “United States” means the United States of America (including the States
and the District of Columbia), its territories, its possessions and other areas
subject to its jurisdiction; and

       

      (e)             the
term “U.S. Alien” means any person who is, for U.S. federal income tax purposes,
(i) a nonresident alien individual, (ii) a foreign corporation, (iii) a
nonresident alien fiduciary of a foreign estate or trust or (iv) a foreign
partnership one or more of the members of which is, for U.S. federal income tax
purposes, a nonresident alien individual, a foreign corporation or a nonresident
alien fiduciary of a foreign estate or trust.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

       

      All other
terms used in this Note and the Coupons which are defined in the Senior
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Senior Indenture.

       

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      OPTION TO
ELECT REPAYMENT

       

      
        	
                The
      undersigned hereby irrevocably requests and instructs the Issuer to repay
      the within Note (or portion thereof specified below) pursuant to its terms
      at a price equal to the principal amount thereof, together with interest
      to the Optional Repayment Date, to the undersigned at

                 

              
	
                 
      

                 

              
	
                 
      

                 

              
	
                (Please
      print or typewrite name and address of the undersigned)

                 

              


      

      If less
than the entire principal amount of the within Note is to be repaid, specify the
portion thereof which the holder elects to have repaid:_____________; and
specify the denomination or denominations (which shall not be less than the
minimum authorized denomination) of the Notes to be issued to the holder for the
portion of the within Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being repaid):
____________.

       

      Dated:
____________________________________

       

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

       

      [FORM OF
COUPON]

      GLOBAL
MEDIUM-TERM NOTE,

      SERIES
[G/H], NO. DFXR __________

       

      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 UNITED STATES INTERNAL REVENUE CODE, AS
AMENDED.

       

      MORGAN
STANLEY

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

       

      
        	
                Coupon
      Number ______5

                [Interest
      Amount due in Specified Currency]

                Due
      _____________________

              


      

       

      Unless the
Note to which this coupon appertains shall have been previously redeemed or
repaid, MORGAN STANLEY (the “Issuer”) will, on the date set forth herein, pay to
bearer, upon surrender hereof at such agencies in such places outside the United
States as the Issuer may determine from time to time (each, a “Paying Agent”),
interest on the principal amount of such Note as specified above (together with
any additional amounts in respect thereof which the Issuer may be required to
pay according to the terms of such Note), in such coin or currency as specified
above as at the time of payment shall be legal tender for the payment of public
and private debts, except as specified in such Note. Payment on this coupon
shall be made, at the option of the bearer hereof and subject to any applicable
laws and regulations or procedures of the Paying Agent, by a check mailed to an
address outside the United States furnished by such bearer or by wire transfer
to an account maintained by the payee with a bank located outside the United
States, except as otherwise provided in such Note.

       

      
        	
                MORGAN
      STANLEY

              	 
	 	 
	 	 
	
                By:

              	 
      	 
	
                Title:

              	 


      

      


      
 

      
        
          

        

        5 The
Coupon number, the interest amount due in the specified currency and due date
should appear in the right-hand section of the face of the Coupon.

         

         

         

        
          
            
            

          

          
            18

            
              

            

          

          
            
            

          

        

      

       

      [REVERSE
OF COUPON]

      PRINCIPAL
PAYING AGENT AND TRANSFER AGENT

       

       

      The Bank
of New York Mellon

      London
Branch

      One Canada
Square

      London E14
5AL

      England

       

      


       

      19