CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities Offered |
Maximum Aggregate Offering Price |
Amount of Registration Fee |
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| Senior Floating Rate Notes due 2016 | $301,131,000.00 | $32,221.02 |
| PROSPECTUS Dated January 25, 2006 | Pricing Supplement No. 155 to |
| PROSPECTUS SUPPLEMENT | Registration Statement No. 333-131266 |
| Dated January 25, 2006 | Dated November 28, 2006 |
| Rule 424(b)(2) |
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GLOBAL MEDIUM-TERM NOTES, SERIES F
Floating Rate Senior Notes Due 2016
We, Morgan Stanley, are offering these Global Medium-Term Notes, Series F, Floating Rate Senior Notes Due 2016 (the notes) on a global basis. We may not redeem these notes prior to the maturity thereof.
The notes offered hereby will accrue interest from October 18, 2006 and constitute a further issuance of, and will be consolidated with, the Global Medium-Term Notes, Series F, Floating Rate Senior Notes Due 2016 of Morgan Stanley issued on October 18, 2006, which we refer to as the original notes, and form a single series with those original notes. The issuance of these notes will increase the aggregate principal amount of the outstanding notes of this series to $1,550,000,000. The notes offered hereby will have the same CUSIP and ISIN as the original notes and will trade interchangeably with the original notes.
We will issue the notes only in registered form, which form is further described under Description of NotesForms of Notes in the accompanying prospectus supplement.
We describe the basic features of the notes in the section of the accompanying prospectus supplement called Description of Notes and in the section of the accompanying prospectus called Description of Debt SecuritiesFloating Rate Debt Securities, subject to and as modified by the provisions described below.
| Principal Amount: | $300,000,000 | Interest Payment Period: | Quarterly | |||
| Maturity Date: | October 18, 2016 | Interest Reset Dates: | Each interest payment date | |||
| Settlement Date | Interest Reset Period: | Quarterly | ||||
| (Original Issue Date): | December 1, 2006 | Interest Determination | ||||
| Interest Accrual Date: | October 18, 2006 | Dates: | The second London banking | |||
| Issue Price: | 100.377% plus accrued | day prior to each Interest | ||||
| interest from and including | Reset Date | |||||
| October 18, 2006 | Reporting Service: | Telerate (Page 3750) | ||||
| Specified Currency: | U.S. dollars | Business Days: | New York | |||
| Redemption Percentage | Calculation Agent: | The Bank of New York (as | ||||
| at Maturity: | 100% | successor to JPMorgan Chase | ||||
| Base Rate: | LIBOR Telerate | Bank, N.A. (formerly known as | ||||
| Spread (Plus or Minus): | Plus 0.45% | JPMorgan Chase Bank)) | ||||
| Index Maturity: | Three months | Agent: | Morgan Stanley & Co. | |||
| Initial Interest Rate: | As determined by the | Incorporated | ||||
| Calculation Agent based on | Minimum Denominations: | $100,000 and integral | ||||
| the Base Rate on the second | multiples of $1,000 in excess | |||||
| London banking day prior to | thereof | |||||
| the Interest Accrual Date. | CUSIP: | 61746BDC7 | ||||
| Initial Interest Reset Date: | January 18, 2007 | ISIN: | US61746BDC72 | |||
| Interest Payment Dates: | Each January 18, April 18, | Other Provisions: | None | |||
| July 18 and October 18, | ||||||
| commencing January 18, 2007 |
Terms not defined herein have the meanings given to such terms in the accompanying prospectus supplement and prospectus, as applicable.
MORGAN STANLEY
| BLAYLOCK & COMPANY, INC. | WELLS FARGO SECURITIES, LLC |
Supplemental Information Concerning Plan of Distribution
On November 28, 2006, we agreed to sell to the managers listed below, and they severally agreed to purchase, the principal amounts of notes set forth opposite their respective names below at a net price of 99.927% plus accrued interest from and including October 18, 2006, which we refer to as the purchase price. The purchase price equals the stated issue price of 100.377% plus accrued interest from and including October 18, 2006, less a combined management and underwriting commission of 0.45% .
| Name |
Principal Amount of Notes |
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| Morgan Stanley & Co. Incorporated | $294,000,000 | |
| Blaylock & Company, Inc | $3,000,000 | |
| Wells Fargo Securities, LLC | $3,000,000 | |
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| Total | $300,000,000 | |
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With respect to notes to be offered or sold in the United Kingdom, each manager agrees (1) that it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the FSMA)) received by such manager in connection with the issue or sale of the notes in circumstances in which Section 21(1) of the FSMA does not apply to us, and (2) that it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by such manager in relation to the notes in, from or otherwise involving the United Kingdom.
Each manager agrees that it will not offer or sell any notes, directly or indirectly, in Japan or to, or for the 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 others for the re-offering or re-sale, directly or indirectly, in Japan or to a resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law of Japan and other relevant laws and regulations of Japan.
Furthermore, each manager agrees that it will not purchase, deliver, offer or sell the notes or possess or distribute offering material in relation to the notes in any jurisdiction if such purchase, delivery, offer or sale or the possession or distribution of such offering material would not be in compliance with any applicable law or regulation or if any consent, approval or permission is needed for such purchase, delivery, offer or sale or the possession or distribution by such manager or for or on behalf of us unless such consent, approval or permission has been previously obtained.
United States Federal Income Taxation
The notes will be treated as variable rate debt instruments for U.S. federal income tax purposes, as described in the section of the accompanying prospectus supplement called United States Federal TaxationTax Consequences to U.S. Holders Notes- Floating Rate Notes.
If you are a non-U.S. investor, please refer to the section of the accompanying prospectus supplement called United States Federal TaxationTax Consequences to Non-U.S. Holders. Non-U.S. investors should also note that the discussion in the accompanying prospectus supplement does not address the tax consequences to non-U.S. investors for whom income or gain in respect of the notes is effectively connected with a trade or business in the United States. Such non-U.S. investors should consult their own tax advisors regarding the potential tax consequences of an investment in the notes.
PS-2
You are urged to consult your own tax advisors regarding all aspects of the U.S. federal tax consequences of investing in the notes, as well as any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.
PS-3