| Preliminary Terms | Preliminary Terms No. 154 to |
| To prospectus dated January 25, 2006, and prospectus | Registration Statement No. 333-131266 |
| supplement for review notes dated November 24, 2006 | Dated November 27, 2006; Rule 433 |

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Structured Investments |
Morgan Stanley $ Annual Review Notes Linked to the Nikkei 225 Index due December 10, 2009 |
General |
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Key Terms |
| Index: | The Nikkei 225 Index (the Index). | |
| Automatic Call: | If the index closing level on any Review Date is greater than or equal to the Call Level, the notes will be automatically called for a cash payment per note that will vary depending on the applicable Review Date and call premium. | |
| Call Level: | 100% of the Initial Index Level for all Review Dates. | |
| Payment if called: | For every $1,000 principal amount note, you will receive one payment of $1,000 plus the product of $1,000 and the applicable call premium, calculated as follows: | |
| at least 12.30%* x $1,000 if called on the first Review Date | ||
| at least 24.60%* x $1,000 if called on the second Review Date | ||
| at least 36.90%* x $1,000 if called on the final Review Date | ||
| *The actual call premiums applicable to the first, second and final Review Dates will be determined on the pricing date but will not be less than 12.30%, 24.60% and 36.90%, respectively. | ||
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Payment at Maturity: |
If the notes are not called and a mandatory redemption is not triggered, you will not experience a loss of principal at maturity if, on the final Review Date, the Ending Index Level has declined by 10% or less from the Initial Index Level. If, on the final Review Date, the Ending Index Level declines by more than 10% from the Initial Index Level, you will lose 1.1111% of the principal amount of your notes for every 1% that the Index declines below 10% of the Initial Index Level and your payment per $1,000 principal amount note will be calculated as follows: | |
| $1,000+ [$1,000 x (Index Return + 10%) x 1.1111] | ||
| If the notes are not called and the Index Return reflects a decline of the Index by more than 10%, you will lose some or all of your investment at maturity. | ||
| Buffer: | 10% | |
| Index Return: | The performance of the Index from the Initial Index Level to the Ending Index Level calculated as follows: | |
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Ending Index Level Initial Index Level Initial Index Level |
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| If the notes have not been called, the Index Return will be negative. | ||
| Initial Index Level: | The index closing level on the pricing date. | |
| Ending Index Level: | The index closing level on the final Review Date. | |
| Review Dates: | December 7, 2007 (first Review Date), December 8, 2008 (second Review Date) and December 7, 2009 (final Review Date) | |
| Listing: | The notes will not be listed on any securities exchange. | |
| Maturity Date: | December 10, 2009 | |
| CUSIP: | 61750V600 |
| | Subject to postponement in the event of a market disruption event and as described under Description of Review Notes Review Notes Linked to a Single Index Payment Pursuant to Our Automatic Call or Description of Review Notes Review Notes Linked to a Single Index Payment at Maturity, as applicable, in the accompanying prospectus supplement for review notes. |
Investing in the notes involves a number of risks. See Risk Factors beginning on page S-10 of the accompanying prospectus supplement for review notes and Selected Risk Considerations beginning on page 3 of these preliminary terms. |
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Morgan Stanley has filed a registration statement (including a prospectus, as supplemented by a prospectus supplement for review notes) with the Securities and Exchange Commission, or SEC, for the offering to which these preliminary terms relate. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement for review notes and any other documents relating to this offering that Morgan Stanley has filed with the SEC for more complete information about Morgan Stanley and this offering. You may get these documents without cost by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, Morgan Stanley, any agent or any dealer participating in this offering will arrange to send you the prospectus, the prospectus supplement for review notes and these preliminary terms if you so request by calling toll-free 1-800-584-6837. |
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You may revoke your offer to purchase the notes at any time prior to the time at which we accept such offer on the date the notes are priced. We reserve the right to change the terms of, or reject any offer to purchase the notes prior to their issuance. In the event of any changes to the terms of the notes, we will notify you and you will be asked to accept such changes in connection with your purchase. You may also choose to reject such changes in which case we may reject your offer to purchase. |
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Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or passed upon the accuracy or the adequacy of these preliminary terms or the accompanying prospectus supplement for review notes and the prospectus. Any representation to the contrary is a criminal offense. |
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| Price to Public(1) | Fees(2) | Proceeds to Company | |
| Per note | $ | $ | $ |
| Total | $ | $ | $ |
| (1) | Certain fiduciary accounts will pay a purchase price of $ per note, and the placement agents, with respect to sales made to such accounts, will forego any fees. |
| (2) | Please see "Supplemental Plan of Distribution" in these preliminary terms for information about fees. |
The notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank. |
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JPMorgan
Placement
Agent
November 27, 2006
ADDITIONAL TERMS SPECIFIC TO THE NOTES
You should read these preliminary terms
together with the prospectus dated January 25, 2006, as supplemented by the prospectus
supplement for review notes dated November 24, 2006. These preliminary terms,
together with the documents listed below, contain the terms of the notes and
supersedes all prior or contemporaneous oral statements as well as any other
written materials including preliminary or indicative pricing terms, correspondence,
trade ideas, structures for implementation, sample structures, brochures or other
educational materials. You should carefully consider, among other things, the
matters set forth in Risk Factors in the accompanying prospectus
supplement for review notes, as the notes involve risks not associated with conventional
debt securities. We urge you to consult your investment, legal, tax, accounting
and other advisers before you invest in the notes.
You may access these documents on the SEC web site at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC web site as changed):
Terms used in these preliminary terms are defined in the prospectus supplement for review notes or in the prospectus. As used in these preliminary terms, the Company, we, us, or our refer to Morgan Stanley.
Hypothetical Examples of Amounts Payable upon Automatic Call or Redemption at Maturity
The following table illustrates the hypothetical simple total return (i.e., not compounded) on the notes that could be realized on the applicable Review Date for a range of movements in the Index as shown under the column Index Level Appreciation/Depreciation at Review Date. The table below is based on the following assumptions:
There will be only one payment on the notes, whether automatically called or redeemed at maturity. An entry of N/A indicates that the notes would not be called on the applicable Review Date and no payment would be made for such date. The hypothetical returns set forth below are for illustrative purposes only and may not be the actual total returns applicable to a purchaser of the notes.
| Index Level | Total | Total | Total | |||||
| Appreciation/ | Return at | Return at | Return | |||||
| Initial | Depreciation at | First | Second | at Final | ||||
| Index Level | Review Date | Review Date | Review Date | Review Date | ||||
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| 28,800.00 | 80% | 12.30% | 24.60% | 36.90% | ||||
| 27,200.00 | 70% | 12.30% | 24.60% | 36.90% | ||||
| 25,600.00 | 60% | 12.30% | 24.60% | 36.90% | ||||
| 24,000.00 | 50% | 12.30% | 24.60% | 36.90% | ||||
| 22,400.00 | 40% | 12.30% | 24.60% | 36.90% | ||||
| 20,800.00 | 30% | 12.30% | 24.60% | 36.90% | ||||
| 19,200.00 | 20% | 12.30% | 24.60% | 36.90% | ||||
| 17,600.00 | 10% | 12.30% | 24.60% | 36.90% | ||||
| 16,000.00 | 0% | 12.30% | 24.60% | 36.90% | ||||
| 15,984.00 | -0.1% | N/ A | N/ A | 0.00% | ||||
| 15,200.00 | -5.0% | N/ A | N/ A | 0.00% | ||||
| 14,400.00 | -10% | N/ A | N/ A | 0.00% | ||||
| 13,600.00 | -15% | N/ A | N/ A | -5.56% | ||||
| 12,800.00 | -20% | N/ A | N/ A | -11.11% | ||||
| 11,200.00 | -30% | N/ A | N/ A | -22.22% | ||||
| 9,600.00 | -40% | N/ A | N/ A | -33.33% | ||||
| 8,000.00 | -50% | N/ A | N/ A | -44.44% | ||||
| 6,400.00 | -60% | N/ A | N/ A | -55.56% | ||||
| 4,800.00 | -70% | N/ A | N/ A | -66.67% | ||||
| 3,200.00 | -80% | N/ A | N/ A | -77.78% | ||||
| 1,600.00 | -90% | N/ A | N/ A | -88.89% | ||||
| 0.00 | -100% | N/ A | N/ A | -100.00% | ||||
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The following examples illustrate how the total returns set forth in the table above are calculated.
Example 1: The level of the Index increases from the Initial Index Level of 16,000 to an index closing level of 17,600 on the first Review Date. Because the index closing level on the first Review Date of 17,600 is greater than the Call Level of 16,000, the notes are automatically called, and the investor receives a single payment of $1,123 per $1,000 principal amount note. There will be no further payments on the notes.
Example 2: The level of the Index decreases from the Initial Index Level of 16,000 to an index closing level of 15,984 on the first Review Date, 15,200 on the second Review Date and 14,400 on the final Review Date. Because (a) the index closing level on each of the Review Dates (15,984, 15,200, and 14,400) is less than the Call Level of 16,000, the notes are not called, and (b) since the Ending Index Level has not declined by more than 10% from the Initial Index Level, the Payment at Maturity is the principal amount of $1,000 per $1,000 principal amount note.
Example 3: The level of the Index decreases from the Initial Index Level of 16,000 to an index closing level of 15,984 on the first Review Date, 14,400 on the second Review Date and 12,800 on the final Review Date. Because (a) the index closing level on each of the Review Dates (15,984, 14,400, and 12,800) is less than the Call Level of 16,000, the notes are not called, and (b) since the Ending Index Level has declined by more than 10% below the Initial Index Level, the investor will receive a payment that is less than the principal amount for each $1,000 principal amount note calculated as follows:
$1,000 + [$1,000 x (-20% + 10%) x 1.1111] = $888.89
Selected Purchase Considerations
Selected Risk Considerations
An investment in the notes involves significant risks. Investing in the notes is not equivalent to investing directly in the Index or any of the component stocks of the Index. These risks are explained in more detail in the Risk Factors section of the accompanying prospectus supplement for review notes.
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Part of the net proceeds we receive from the sale of the notes will be used in connection with hedging our obligations under the notes through one or more of our affiliates. The hedging or trading activities of our affiliates on or prior to the index setting date and on the Review Dates could adversely affect the value of the Index and, as a result, could decrease the possibility of your notes being automatically called or the amount you may receive on the notes at maturity.
Historical Information
The following graph sets forth the historical performance of the Index based on the weekly index closing level from January 5, 2001 through November 24, 2006. The index closing level on November 24, 2006 was 15,734.60. We obtained the index closing levels below from Bloomberg Financial Markets, without independent verification. We make no representation or warranty as to the accuracy or completeness of the information obtained from Bloomberg Financial Markets.
The historical levels of the Index should not be taken as an indication of future performance, and no assurance can be given as to the index closing level on any Review Date. We cannot give you assurance that the performance of the Index will result in the return of any of your initial investment.
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License Agreements
License Agreement between Nihon Keizai Shimbun, Inc. and Morgan Stanley. As of the issue date of any notes, we will have received the consent of Nihon Keizai Shimbun, Inc., the publisher of the Nikkei 225 Index, to use and refer to the Nikkei 225 Index in connection with the notes. Nihon Keizai Shimbun, Inc. has the copyright to the Nikkei 225 Index. All rights to the Nikkei 225 Index are owned by Nihon Keizai Shimbun, Inc. See Underlying Indices and Underlying Index Publishers InformationNikkei 225 IndexLicense Agreement between NIKKEI and Morgan Stanley in the accompanying prospectus supplement for review notes.
ERISA
See ERISA in the accompanying prospectus supplement for review notes.
Supplemental Plan of Distribution
JPMorgan Chase Bank, N.A. and JP. Morgan Securities Inc. will act as placement agents for the notes and will receive a fee from the Company that would not exceed $20.00 per $1,000 principal amount note.
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