EXHIBIT
4-r

     

    


    


     

    [FORM
OF FACE OF SECURITY]

     

     

    TEMPORARY
GLOBAL FLOATING RATE SENIOR BEARER NOTE

    
 

    
      	
              BEARER

            	
              BEARER

            
	 
	
              No.
      TGFL  _____________________

            


    

    


    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.

     

    UNLESS AND
UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR AN INTEREST IN A PERMANENT GLOBAL
BEARER NOTE, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY (WHICH FOR THIS PURPOSE INCLUDES ANY COMMON SAFE-KEEPER) TO A 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.

     

    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

    TEMPORARY
GLOBAL FLOATING RATE SENIOR BEARER NOTE

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

     

    
      	
              ORIGINAL
      ISSUE DATE:

            	
              INTEREST
      ACCRUAL DATE:

            	
              INTEREST
      PAYMENT DATE(S):

            
	
              MATURITY
      DATE:

            	
              INITIAL
      INTEREST RATE:

            	
              INTEREST
      PAYMENT PERIOD:

            
	
              BASE
      RATE:

            	
              INITIAL
      INTEREST RESET DATE:

            	
              INTEREST
      RESET PERIOD:

            
	
              INDEX
      MATURITY:

            	
              MAXIMUM
      INTEREST RATE:

            	
              INTEREST
      RESET DATE(S):

            
	
              SPREAD
      (PLUS OR MINUS):

            	
              MINIMUM
      INTEREST RATE:

            	
              CALCULATION
      AGENT:

            
	
              SPREAD
      MULTIPLIER:

            	
              INITIAL
      REDEMPTION DATE:

            	
              SPECIFIED
      CURRENCY:

            
	
              EUROCLEAR
      NO:

            	
              INITIAL
      REDEMPTION PERCENTAGE:

            	
              INDEX
      CURRENCY:

            
	
              CLEARSTREAM
      NO:

            	
              ANNUAL
      REDEMPTION PERCENTAGE REDUCTION:

            	
              DESIGNATED
      CMT REUTERS PAGE:

            
	
              COMMON
      CODE:

            	
              OPTIONAL
      REPAYMENT DATE(S):

            	
              DESIGNATED
      CMT MATURITY INDEX:

            
	
              ISIN:

            	
              REDEMPTION
      NOTICE PERIOD:2

            	
              MINIMUM
      DENOMINATIONS:

            
	
              REPORTING
      SERVICE:

            	
              NEW
      GLOBAL NOTE (“NGN”):

              [YES/NO]3

            	
              IF
      THIS IS AN NGN, INTENDED TO BE HELD IN A MANNER THAT WOULD ALLOW
      ELIGIBILITY AS COLLATERAL FOR EUROSYSTEM INTRA-DAY CREDIT AND MONETARY
      POLICY OPERATIONS:

              [YES]3

            
	
              EXCHANGE
      FOR REGISTERED NOTES: [NO]4

            	
              OTHER
      PROVISIONS:

            	 
      


    

    


    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
amount specified in Schedule A hereto, or, if this Note is intended to be an
NGN, the aggregate principal amount from time to time entered in the records of
both Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme (together,
the “Relevant Clearing
Systems”), on the Maturity Date specified above (except to the extent
previously redeemed or repaid) and to pay interest thereon, from and including
the Interest Accrual Date specified above at a rate per annum equal to the
Initial Interest Rate specified above or determined in accordance with the
provisions specified on the reverse hereof until but excluding the Initial
Interest Reset Date specified above, and on and after at a rate per annum
determined in accordance with the provisions specified in the Permanent Global
Bearer Note (as defined below) until but excluding the date such principal
amount is paid or duly made available for payment (except as provided
below).  Unless such rate is otherwise specified on the face hereof,
the Calculation Agent shall determine the Initial Interest Rate for this Note in
accordance with the provisions specified on the reverse hereof.  The
Issuer will pay interest in arrears monthly, quarterly, semiannually or annually
as specified above as the Interest Payment Period on each Interest Payment Date
(as specified above), commencing with the first Interest Payment Date next
succeeding the 

     

     

     

     

      
        

      

    

    
      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 To be
Eurosystem eligible, NGNs must also be denominated in euro, listed (Series G)
and must meet certain other criteria established by the European Central
Bank.

      

       

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

         

      

    

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Interest
Accrual Date specified above, and at maturity (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; and provided, further, that if an
Interest Payment Date (other than the Maturity Date (as specified above) or any
redemption or repayment date) would fall on a day that is not a Business Day, as
defined below, such Interest Payment Date shall be the following day that is a
Business Day, except that if the Base Rate specified above is LIBOR or EURIBOR
and such next Business Day falls in the next calendar month, such Interest
Payment Date shall be the immediately preceding day that is a Business Day; and
provided, further, that if the Maturity
Date or redemption or repayment date would fall on a day that is not a Business
Day, the payment of principal, premium, if any, and interest will be made on the
next succeeding Business Day and no interest shall accrue for the period from
and after such Maturity Date or redemption or repayment date.  If this
Note is intended to be an NGN, the records of the Relevant Clearing Systems
(which, in this Note, means the records that each Relevant Clearing System holds
for its customers to reflect the amount of such customers’ interests in this
Note) shall be conclusive evidence of the aggregate principal amount of this
Note and, for these purposes, a statement issued by a Relevant Clearing System
(which statement shall be made to the Issuer, to the Trustee, to the Principal
Paying Agent or to the bearer of this Note on request) stating the aggregate
principal amount of this Note shall be conclusive of the records of the Relevant
Clearing Systems at that time.

     

    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 amount hereof has been paid or
duly made available for payment. Upon any payment of interest on this Note, the
Principal Paying Agent (as defined below) shall, (i) if this Note is not
intended to be an NGN, cause Schedule A of this Note to be endorsed to reflect
such payment, or (ii) if this Note is intended to be an NGN, cause the payment
to be entered pro rata in the records of the Relevant Clearing Systems. No
payment on this Note will be made at any office or agency of the Issuer in the
United States or by check mailed to an address in the United States (as defined
below) or by wire transfer to an account maintained by the holder of this Note
with a bank in the United States except as may be permitted under U.S. federal
tax laws and regulations then in effect without adverse tax consequences to the
Issuer. 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 United States, if such paying agency, under applicable law and regulations,
would be able to make such payment. Notwithstanding any other provision of this
Note, no payment of principal or interest shall be made on any portion of this
Note unless there shall have been delivered to the Principal Paying Agent a
certificate substantially in the form of Exhibit A hereto with respect to the
portion of this Note with respect to which such principal or interest is to be
paid. Such certificate shall have been delivered to the Principal Paying Agent
by Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”),
Clearstream Banking, societe anonyme (“Clearstream, Luxembourg”), and/or any
other relevant clearing system (including Euroclear France), as the case may be,
and shall be based on a certificate substantially in the form of Exhibit B
hereto provided to Euroclear, Clearstream, Luxembourg and/or any other relevant
clearing system, as the case may be, by those of its account holders who are to
receive such payment of principal or interest.

     

    This Note
is issued in temporary global bearer form and represents all or a portion of a
duly authorized issue of Senior Global Medium-Term Notes, Series [G/H] (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 Trustee 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 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 its principal paying agent for the Notes (the “Principal Paying
Agent,” which term includes any additional or successor Principal Paying Agent
appointed by the Issuer).

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Except as
otherwise provided herein, this Note is governed by the terms and conditions of
the Permanent Global Floating Rate Senior Bearer Note (the “Permanent Global
Bearer Note”) to be issued in exchange for this Note, which terms and conditions
are hereby incorporated by reference herein mutatis mutandis and shall be
binding on the Issuer and the holder hereof as if fully set forth herein. The
form of the Permanent Global Bearer Note is attached hereto.

     

    This Note
is exchangeable in whole or from time to time in part on or after the Exchange
Date (as defined below) for an interest (equal to the principal amount of the
portion of this Note being exchanged, and, if this Note is intended to be an
NGN, recorded in the records of the Relevant Clearing Systems) in a single
Permanent Global Bearer Note upon the request of Euroclear, Clearstream,
Luxembourg and/or any other relevant clearing system, acting on behalf of the
owner of a beneficial interest in this Note, to the Principal Paying Agent upon
delivery to the Principal Paying Agent of a certificate substantially in the
form of Exhibit A hereto with respect to the portion of this Note to be
exchanged. Such certificate shall have been delivered to the Principal Paying
Agent by Euroclear, Clearstream, Luxembourg and/or any other relevant clearing
system, as the case may be, and shall be based on a certificate substantially in
the form of Exhibit B hereto provided to Euroclear, Clearstream, Luxembourg
and/or any other relevant clearing system, as the case may be, by those of its
account holders having an interest in the portion hereof to be exchanged.
Notwithstanding the foregoing, if this Note is subject to a tax redemption as
described on the reverse of the Permanent Global Bearer Note attached hereto,
interests in this Note may be exchanged for interests in a Permanent Global
Bearer Note on and after such redemption date as if such redemption date had
been the Exchange Date, subject to receipt of the certificates described in the
preceding sentence. Upon exchange of any portion of this Note for an interest in
a Permanent Global Bearer Note, the Principal Paying Agent shall, (i) if this
Note is not intended to be an NGN, cause Schedule A of this Note to be endorsed
to reflect the reduction of its principal amount by an amount equal to the
aggregate principal amount being so exchanged, or (ii) if this Note is intended
to be an NGN, cause the details of such exchange to be entered in the records of
the Relevant Clearing Systems. Except as otherwise provided herein, until
exchanged for a Permanent Global Bearer Note, this Note shall in all respects be
entitled to the same benefits under the Senior Indenture as a duly authenticated
and delivered Permanent Global Bearer Note.

     

    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 “Exchange Date” means the date that is 40 calendar days after the date on
which the Issuer receives the proceeds of the sale of this Note (the “Closing
Date”), provided that if an interest represented by this Note is held by Morgan
Stanley & Co. International plc, or any other manager participating in the
distribution of the tranche of Notes of which this Note forms a part, as part of
an unsold allotment or subscription more than 40 calendar days after the Closing
Date for this Note, the Exchange Date with respect to such interest shall be the
day after the date such interest is sold by Morgan Stanley & Co.
International plc or such other manager, all as determined and notified to the
Trustee by Morgan Stanley & Co. International plc, or if Morgan Stanley
& Co. International plc did not participate in the distribution of such
tranche, by the Issuer.

     

    (c) the
term “United States” means the United States of America (including the States
and the District of Columbia); and its “possessions” include Puerto Rico, the
U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands.

     

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

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    Unless the
certificate of authentication hereon has been executed by the Trustee by manual
signature, and, if this Note is intended to be an NGN and will not be physically
delivered to the entity appointed as common safe-keeper by the Relevant Clearing
Systems (the “CSK”),
unless this Note has been effectuated by the CSK, this Note shall not be
entitled to any benefit under the Senior Indenture, as defined on the reverse
hereof, or be valid or obligatory for any purpose.

     

    
 

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

       

    

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

     

    
      	 
      	 
      	
              MORGAN
      STANLEY

            	 
	 	 	 	 
	 	 	 	 
	
              Dated:

            	 
      	 
      	
              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

            


    

    


    


    EFFECTUATION
BY COMMON5

    SAFE-KEEPER

    


    This Note
is effectuated.

     

    
      	
              
                [COMMON
      SAFE-KEEPER]

              

            
	 
	 
	
              By:

            	 
      
	 
      	
              Authorized
      Signatory

            


    

     

     

     

      
        

      

      5
Effectuation block only applicable if this Temporary Global Floating Rate Senior
Bearer Note is intended to be an NGN and if a Note manually signed by the Issuer
will not be physically delivered to the common safe-keeper.

    

     

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      
        	
                [Not
      Applicable]6

              	
                SCHEDULE
      A7

              


      

       

    

     

    SCHEDULE
OF EXCHANGES

     

    The
Initial Principal Amount of this Note is ______________. The following payments
of interest and exchanges of a part of this Note for an interest in a single
Permanent Global Bearer Note have been made:

     

    
      	
              
                 

                Date
      of Exchange or Interest Payment

              

            	
              
                 

                Payment
      of Interest

              

            	
              
                 

                Principal
      Amount Exchanged for Permanent Global Bearer Note

              

            	
              
                 

                Remaining
      Principal Amount Outstanding Following Such Exchange

              

            	
              
                 

                Notation
      Made by or on Behalf of Principal Paying Agent

              

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


    

    
 

     

      
        

      

      6 If
Schedule A is not applicable, include “Not Applicable” and remove remainder of
Schedule A.

    

     

      7
Applicable if this Temporary Global Floating Rate Senior Bearer Note is not
intended to be an NGN.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    EXHIBIT
A

     

     

    [FORM
OF CERTIFICATE TO BE GIVEN BY

    EUROCLEAR,
CLEARSTREAM, LUXEMBOURG

    AND/OR
ANY OTHER RELEVANT CLEARING SYSTEM]

     

     

    CERTIFICATE

     

    
      
        
          

        



       

    

    Morgan
Stanley

    Global
Medium-Term Notes, Series [G/H]

     

     

    Represented
by Temporary Global Note No. __

     

    This is to
certify that, based solely on certifications we have received in writing, by
tested telex or by electronic transmission from member organizations appearing
in our records as persons being entitled to a portion of the principal amount
set forth below (our “Member Organizations”) substantially to the effect set
forth in Appendix 2 to Exhibit B to the Euro Distribution Agreement relating to
such Notes, as of the date hereof, __________ principal amount of the
above-captioned Securities (i) is owned by persons that are not citizens or
residents of the United States, domestic partnerships, domestic corporations or
any other entity created or organized in or under the laws of the United States
or any political subdivision thereof, an estate the income of which is subject
to U.S. federal income taxation regardless of its source or a trust if both (a)
a court within the United States is able to exercise primary supervision over
the administration of the trust and (b) one or more United States persons have
the authority to control all substantial decisions of the trust (“United States
persons”), (ii) is owned by United States persons that are (a) foreign branches
of United States financial institutions (as defined in the applicable U.S.
Treasury regulations) (“financial institutions”) purchasing for their own
account or for resale, or (b) United States persons who acquired the Securities
through foreign branches of United States financial institutions and who hold
the Securities through such United States financial institutions on the date
hereof (and in either case (a) or (b), each such United States financial
institution has agreed, on its own behalf or through its agent, that we may
advise the Issuer or the Issuer's agent that it will comply with the
requirements of Section 165 (j) (3) (A), (B) or (C) of the U.S. Internal Revenue
Code of 1986, as amended, and the regulations thereunder), or (iii) is owned by
United States or foreign financial institutions for purposes of resale during
the restricted period (as defined in the applicable U.S. Treasury regulations),
and such United States or foreign financial institutions described in clause
(iii) above (whether or not also described in clause (i) or (ii)) have certified
that they have not acquired the Securities for purposes of resale directly or
indirectly to a United States person or to a person within the United States or
its possessions. Any such certification by electronic transmission satisfies the
requirements set forth in United States Treasury Regulations Section 1.163-5 (c)
(2) (i) (D) (3) (ii). We will retain all certifications from our Member
Organizations for the period specified in United States Treasury Regulations
Section 1.163-5 (c) (2) (i) (D) (3) (i).

     

    As used
herein, “United States” means the United States of America (including the States
and the District of Columbia); and its “possessions” include Puerto Rico, the
U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands.

     

    We further
certify (i) that we are not making available herewith for exchange (or, if
relevant, seeking to collect principal or interest with respect to) any portion
of the temporary global Security representing the above-captioned Securities
excepted in the above-referenced certificates of Member Organizations and (ii)
that as of the date hereof we have not received any notification from any of our
Member Organizations to the effect that the statements made by such Member
Organizations with respect to any portion of the part submitted herewith (or, if
relevant, with respect to which principal or interest is being requested) are no
longer true and cannot be relied upon as of the date hereof.

     

    We
understand that this certification is required in connection with certain tax
laws and, if applicable, certain securities laws of the United States. In
connection therewith, if administrative or legal proceedings are commenced


     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    or
threatened in connection with which this certification is or would be relevant,
we irrevocably authorize you to produce this certification to any interested
party in such proceedings.

     

    Dated:
_______________, 20__

     

    [To be
dated no earlier than

    [insert
date of Interest Payment Date prior to Exchange Date]

    [insert
date of Redemption Date prior to Exchange Date]

    [insert
Exchange Date]]

     

    
      	
              [EUROCLEAR
      BANK S.A./N.V., as

              Operator
      of the Euroclear System]

               

              [CLEARSTREAM
      BANKING,

              SOCIETE
      ANONYME]

               

              [OTHER]

            	 
	 	 
	
              By:

            	 
      	 
	 
      	
              Name:

            	 
      	 
	 
      	
              Title:

            	 
      	 


    

     

     

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
B

     

     

    [FORM
OF CERTIFICATE TO BE GIVEN BY AN ACCOUNT

    HOLDER
OF EUROCLEAR, CLEARSTREAM, LUXEMBOURG

    AND/OR
ANY OTHER RELEVANT CLEARING SYSTEM]

     

     

    CERTIFICATE

     

     

    Morgan
Stanley

    Global
Medium-Term Notes, Series [G/H]

     

    Represented
by Temporary Global Note No. __

     

    This is to
certify that as of the date hereof, and except as set forth below, the
above-captioned Securities held by you for our account (i) are owned by
person(s) that are not citizens or residents of the United States, domestic
partnerships, domestic corporations or any other entity created or organized in
or under the laws of the United States or any political subdivision thereof, an
estate the income of which is subject to U.S. federal income taxation regardless
of its source, or a trust if both (a) a court within the United States is able
to exercise primary supervision over the administration of the trust and (b) one
or more United States persons have the authority to control all substantial
decisions of the trust (“United States persons”), (ii) is owned by United States
persons that are (a) foreign branches of United States financial institutions
(as defined in the applicable U.S. Treasury regulations) (“financial
institutions”) purchasing for their own account or for resale, or (b) United
States persons who acquired the Securities through foreign branches of United
States financial institutions and who hold the Securities through such United
States financial institutions on the date hereof (and in either case (a) or (b),
each such United States financial institution hereby agrees, on its own behalf
or through its agent, that you may advise the Issuer or the Issuer's agent that
it will comply with the requirements of Section 165 (j) (3) (A), (B) or (C) of
the U.S. Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) are owned by United States or foreign financial
institution(s) for purposes of resale during the restricted period (as defined
in the applicable U.S. Treasury regulations), and in addition if the owner of
the Securities is a United States or foreign financial institution described in
clause (iii) above (whether or not also described in clause (i) or (ii)) such
financial institution has not acquired the Securities for purposes of resale
directly or indirectly to a United States person or to a person within the
United States or its possessions.

     

    As used
herein, “United States” means the United States of America (including the States
and the District of Columbia); and its “possessions” include Puerto Rico, the
U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands.

     

    We
undertake to advise you promptly by tested telex on or prior to the date on
which you intend to submit your certification relating to the Securities held by
you for our account in accordance with your Operating Procedures if any
applicable statement herein is not correct on such date, and in the absence of
any such notification it may be assumed that this certification applies as of
such date.

     

    This
certification excepts and does not relate to [U.S.$]___________ of such interest
in the above-captioned Securities in respect of which we are not able to certify
and as to which we understand exchange for and delivery of definitive Securities
(or, if relevant, exercise of any rights or collection of any principal or
interest) cannot be made until we do so certify.

     

    We
understand that this certification is required in connection with certain tax
laws and, if applicable, certain securities laws of the United States. In
connection therewith, if administrative or legal proceedings are commenced or
threatened in connection with which this certification is or would be relevant,
we irrevocably authorize you to produce this certification to any interested
party in such proceedings.

     

    Dated:
_______________, 20__

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    [To be
dated no earlier than the 10th day before

    [insert
date of Interest Payment Date prior to Exchange Date]

    [insert
date of Redemption Date prior to Exchange Date]

    [insert
Exchange Date]]

     

    
      	
              [NAME
      OF ACCOUNT HOLDER]

            	 
	 	 
	 	 
	
              By:

            	 
      	 
	 
      	
              (Authorized
      Signatory)

            	 
	 
      	
              Name:

            	 
      	 
	 
      	
              Title:

            	 
      	 


    

    
 

     

    B-2