EXHIBIT
4-nn

       

      [FORM
OF CASH-SETTLED INDENTURE PRE-PAID PURCHASE CONTRACT]

       

      
        	
                REGISTERED

              	
                REGISTERED

              
	
                No.
      [   ]

              	
                _________
      Purchase Contracts

              
	 
      	
                (each
      Purchase Contract

              
	 
      	
                having
      an issue price of

              
	 
      	
                $_________)

              
	 
      	
                CUSIP:

              


      

       

      [Unless
this certificate is presented by an authorized representative of The Depository
Trust Company (55 Water Street, New York, New York) to the issuer or its agent
for registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as requested by an
authorized representative of The Depository Trust Company and any payment is
made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof,
Cede & Co., has an interest herein.

       

      Unless and
until it is exchanged in whole or in part for Purchase Contracts in definitive
registered form, this Purchase Contract 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.]1

       

       

      

      
        1 Applies to global purchase
contracts.

      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      MORGAN
STANLEY

       

      GLOBAL
CASH-SETTLED PRE-PAID PURCHASE CONTRACT SETTLING _______

       

      This
Cash-Settled Indenture Pre-paid Purchase Contract is one of the Cash-Settled
Indenture Pre-Paid Purchase Contracts settling ____________ (the “Purchase Contracts”),
initially issued as part of a [Separable] Unit Mandatorily Exchangeable for
______________ (a “Unit”) consisting of [(i) one
Purchase Contract, (ii) one ______ Note settling ____________ (a “_____ Note”) and (iii) one ________
Warrant settling ______________ (a “_______ Warrant”)] 2.  The Units are
governed by a Unit Agreement dated as of November 1, 2004, among the Issuer and
The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A. (formerly
known as JPMorgan Chase Bank)), as Unit Agent, Trustee and Paying Agent under
the Senior Indenture (as defined on the reverse hereof) and Warrant Agent (the
“Warrant Agent”) under
the Warrant Agreement 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)). [Prior to ___________ (the “[Automatic] Separation Date”),
the Notes, the Purchase Contracts  and the _______ Warrants may be
purchased and transferred only as Units. On the [Automatic] Separation Date, the
Units will [automatically] separate into their constituent [recite components]
(which will thereafter trade under separate CUSIP numbers), and the Units will
cease to exist.]  Any holder of a Purchase Contract by his acceptance
thereof agrees to (in the absence of any applicable administrative ruling or
judicial determination to the contrary) treat the Notes, the Purchase Contracts
and Warrants, if any, initially comprising Units as separate securities and to
file all United States federal, state and local tax returns consistent with the
treatment of such Units as constituted by separate securities.

       

      
        	
                Purchase
      Contract
      Property                                                         

              
	 	 
	

                Amount
      of Purchase Contract Property Deliverable Per Purchase
      Contract

              	 
	 	 
	
                Settlement                                                         

              	
                Cash3

                 

              


      

       

       

      
        
          

          2 Include,
as applicable, securities issued by Morgan Stanley or by an entity affiliated or
not affiliated with Morgan Stanley, a basket of those securities, an index or
indices of those securities or any other property; currencies;
commodities;  any other property; or any combination of the
above.

        

          
          3 Include
formula for deriving cash-settlement amount.

        

         

      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	
                Contract
      Settlement
      Date                                                         

              
	 	 
	
                [Determination
      Dates]                                                         

              	 
      
	 	 
	
                Calculation
      Agent                                                         

              	
                Morgan
      Stanley & Co. Incorporated

              
	 	 
	
                Other
      Provisions                                                         

              	 
      


      

       

      


      


      Morgan
Stanley, a Delaware corporation (together with its successors and assigns, the
“Issuer”), for value
received, hereby promises to pay to ________ [CEDE & CO.]4, or registered assignees,
the amount of Purchase Contract Property, as determined in accordance with the
provisions set forth under “Settlement” above, due with respect to _________
PURCHASE CONTRACTS on the Contract Settlement Date (including as a result of
acceleration or otherwise) specified above.

       

      Reference
is hereby made to the further provisions of this Purchase Contract 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, this Purchase Contract shall not
be entitled to any benefit under the Senior Indenture or be valid or obligatory
for any purpose.

       

       

      
        

      

      4 Applies
to global purchase contracts.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

       

      IN WITNESS
WHEREOF, the Issuer has caused this Purchase Contract to be duly
executed.

       

      
        	
                DATED:
      [                       ]

              	 
      	
                MORGAN
      STANLEY

              	 
	 	 	 	 
	 	 	 	 
	 
      	 
      	
                By:

              	 
      	 
	 
      	 
      	
                Name:

              	 
	 
      	 
      	
                Title:

              	 


      

      


      


      


      
        	
                TRUSTEE’S
      CERTIFICATE

                OF
      AUTHENTICATION

                 

                This
      is one of the securities referred

                to
      in the within-mentioned

                Senior
      Indenture.

                 

                THE
      BANK OF NEW YORK MELLON,

                as
      Trustee

                 

                 

              
	
                By:

              	 
      
	
                Authorized
      Signatory

              


      

       

       

      
 

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      


      FORM
OF REVERSE OF SECURITY

       

      This
Cash-Settled Indenture Pre-paid Purchase Contract is one of a duly authorized
issue of Cash-Settled Indenture Prepaid Purchase Contracts known as the
Cash-Settled Indenture Pre-paid Purchase Contracts settling _____________ (the
“Purchase Contracts”) of
the Issuer.  The Purchase Contracts are issuable under a Senior
Indenture, dated as of November 1, 2004, between Morgan Stanley 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 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 Purchase Contracts and
the terms upon which the Purchase Contracts are, and are to be, authenticated
and delivered.  The Issuer has appointed The Bank of New York Mellon
at its corporate trust office in The City of New York5 as the paying agent (the
“Paying Agent,” which
term includes any additional or successor Paying Agent appointed by the Issuer)
with respect to the Purchase Contracts.  The terms of individual
Purchase Contracts may vary, 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.

       

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

       

      [Set forth
procedures for separation of Unit, if not automatic, to the extent not otherwise
described in Unit.]

       

      This
Purchase Contract, and any Purchase Contract or Purchase Contracts issued upon
transfer or exchange hereof, is issuable only in fully registered form


       

       

      
        
          

        

      

      
        5 Morgan
Stanley will need to appoint an offshore paying agent in connection with
issuances of Purchase Contracts outside of the U.S.

         

      

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      in minimum
denominations of ______ Purchase Contract[s] and any integral multiple of ______
Purchase Contract[s] in excess thereof.

       

      
        The
Trustee has been appointed registrar for the Purchase Contracts, and the Trustee
shall maintain at its office in The City of New York a register for the
registration and transfer of Purchase Contracts.  This Purchase
Contract may be transferred at the aforesaid office of the Trustee by
surrendering this Purchase Contract for cancellation, accompanied by a written
instrument of transfer in form satisfactory to the Issuer and the Trustee and
duly executed by the registered holder hereof in person or by the holder’s
attorney duly authorized in writing, and thereupon the Trustee shall issue in
the name of the transferee or transferees, in exchange herefor, a new Purchase
Contract or Purchase Contracts having identical terms and provisions and having
a like number of Purchase Contracts in authorized denominations, subject to the
terms and conditions set forth herein.  Purchase Contracts are
exchangeable at said office for other Purchase Contracts of other authorized
denominations and having identical terms and provisions.  All such
exchanges and transfers of Purchase Contracts shall be free of charge, but the
Issuer may require payment of a sum sufficient to cover any tax or other
governmental charge in connection therewith.  All Purchase Contracts
surrendered for exchange shall be accompanied by a written instrument of
transfer in form satisfactory to the Issuer and the Trustee and executed by the
registered holder in person or by the holder’s attorney duly authorized in
writing.  The date of registration of any Purchase Contracts delivered
upon any exchange or transfer of Purchase Contracts shall be such that no gain
or loss of interest results from such exchange or transfer.

         

      

      In case
any Purchase Contract shall at any time become mutilated, defaced or be
destroyed, lost or stolen and such Purchase Contract 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
Purchase Contract of like tenor in exchange for the Purchase Contract so
mutilated or defaced, or in lieu of the Purchase Contract so destroyed or lost
or stolen, but, if this Purchase Contract is destroyed, lost or stolen, only
upon receipt of evidence satisfactory to the Trustee and the Issuer that this
Purchase Contract was destroyed or 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 Purchase Contract shall be
borne by the owner of the Purchase Contract mutilated, defaced, destroyed, lost
or stolen.

       

      
        The Senior
Indenture provides that, (a) if an Event of Default (as defined in the Senior
Indenture) due to the default in payment of principal of, premium, if any, or
interest on, any series of debt securities issued under the Senior Indenture,
including a default in payment of the Purchase Contract Property (as defined
on

      

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        the face
of this instrument) or any other amount due with respect to the series of
Prepaid Purchase Contracts of which this Purchase Contract 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 holders of the debt securities, 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 Purchase Contract, 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 holders of the debt securities, may declare the
principal of all such debt securities and interest accrued thereon to be due and
payable immediately, but upon certain conditions such declarations may be
annulled and past defaults may be waived (except a continuing default in payment
of principal (or premium, if any) or interest on such debt securities including
a default in the payment of the Purchase Contract Property) by the holders of a
majority in aggregate principal amount of the debt securities of all affected
series then outstanding.

      

       

      For
purposes of such default provisions and any other provisions of the Senior
Indenture that require a calculation of a percentage of the principal amount of
debt securities outstanding under the Senior Indenture, such Purchase Contract
shall be deemed to represent a principal amount outstanding equal to [the
purchase price of the Units including such Purchase Contract at issuance].6

       

      
        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

      

       

      
        

      

      6 Unless otherwise indicated
in the Issuer Order.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

       

      
        amount
payable on redemption or repayment thereof, or change the currency of payment
thereof, or modify or amend the provisions for conversion of any currency into
any other currency, or modify or amend the provisions for conversion or exchange
of the debt securities for stock or other securities of the Issuer or of 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
impair or affect the rights of any holder to institute suit for the payment
thereof or (b) reduce the aforesaid percentage in principal amount of debt
securities the consent of the holders of which is required for any such
supplemental indenture.

         

      

      So long as
this Purchase Contract shall be outstanding, the Issuer shall cause to be
maintained an office or agency for the payment of the Purchase Contract Property
or any other amount due with respect to this Purchase Contract as herein
provided in the Borough of Manhattan, The City of New York, and an office or
agency in said Borough of Manhattan for the registration, transfer and exchange
as aforesaid of the Purchase Contracts.  The Issuer may designate
other agencies for the payment of said Purchase Contract Property or other
amounts at such place or places (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 Purchase Contract Property paid by the Issuer and held by the Trustee
or any Paying Agent for payment of any Purchase Contract that remains unclaimed
at the end of two years after such Purchase Contract shall have become due and
payable (whether on the Contract Settlement Date (as defined on the face of this
instrument) or as a result of acceleration or otherwise), (i) the Trustee or
such Paying Agent shall notify the holders of such Purchase Contracts that such
Purchase Contract Property shall be repaid to the Issuer and any person claiming
such Purchase Contract Property shall thereafter look only to the Issuer for
payment thereof and (ii) such Purchase Contract Property shall be so repaid to
the Issuer.  Upon such repayment all liability of the Trustee or such
Paying Agent with respect to such Purchase Contract Property shall thereupon
cease, without limiting in any way any obligation that the Issuer may have to
pay the Purchase Contract Property on this Purchase Contract.

       

      
        No
provision of this Purchase Contract or of the Senior Indenture shall alter or
impair the obligation of the Issuer, which is absolute and unconditional, to pay
the Purchase Contract Property on this Purchase Contract at the time, place, and
rate, and in the coin or currency, herein prescribed unless otherwise agreed
between the Issuer and the registered holder of this Purchase
Contract.

         

        Prior to
due presentment of this Purchase Contract for registration of transfer, the
Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the
holder in whose name this Purchase Contract is registered as the
owner

      

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
        hereof for
all purposes, whether or not this Purchase Contract be overdue, and none of the
Issuer, the Trustee or any such agent shall be affected by notice to the
contrary.

         

        No
recourse shall be had for the payment of the Purchase Contract Property on this
Purchase Contract, for any claim based hereon, or otherwise in respect hereof,
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
Purchase Contract shall for all purposes be governed by, and construed in
accordance with, the laws of the State of New York.

         

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

         

      

      
 

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

        
         

      

       

      ABBREVIATIONS

       

      The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

       

      
        	 
      	
                TEN
      COM

              	
                –

              	
                as
      tenants in common

              
	 
      	
                TEN
      ENT

              	
                –

              	
                as
      tenants by the entireties

              
	 
      	
                JT
      TEN

              	
                –

              	
                as
      joint tenants with right of survivorship and not as tenants in
      common

              


      

      


      


      
        	
                UNIF
      GIFT MIN ACT –

              	 
      	 	
                Custodian

              	 
      
	 
      	
                (Minor)

              	 	 
      	
                (Cust)

              


      

      


      
        	
                Under
      Uniform Gifts to Minors Act

              	 
      
	 
      	
                (State)

              
	 
      	 
      


      

       

       Additional
abbreviations may also be used though not in the above list.

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      FOR VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto

       

      


      


      
        	 
      	 
      
	
                [PLEASE
      INSERT SOCIAL SECURITY OR OTHER

              	 
      
	
                IDENTIFYING
      NUMBER OF ASSIGNEE]

              	 
      


      

      


      
         

        
          

        

      

      
         

         

      

      
        
 


      
        

          

        

      

       [PLEASE
PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]

      


      the within
Purchase Contract and all rights thereunder, hereby irrevocably constituting and
appointing ________ attorney to transfer such purchase contract on the books of
the Issuer, with full power of substitution in the premises.

      


      


      


      
        	
                Dated:

              	 
      	 


      

      


      
        	
                NOTICE:

              	
                The
      signature to this assignment must correspond with the name as written upon
      the face of the within Purchase Contract in every particular without
      alteration or enlargement or any change
  whatsoever.

              


      

      
 

       

       

       


        11