CALCULATION OF REGISTRATION FEE
| Maximum Aggregate | Amount of Registration | |||
| Title of Each Class of Securities Offered | Offering Price | Fee | ||
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| Return Enhanced Notes due January 2008 | $2,900,000.00 | $310.30 |
| Pricing Supplement | Pricing Supplement No. 161 |
| To prospectus dated January 25, 2006, and prospectus | Registration Statement No. 333-131266 |
| supplement for leveraged index-linked securities | Dated December 14, 2006; Rule 424(b)(2) |
| dated December 7, 2006 | |
| Morgan Stanley | ||
| Structured | $2,900,000 | |
| Investments | Return Enhanced Notes Linked to the Russell 2000® Index | |
| due January 16, 2008 |
| | The notes are designed for investors who seek a return of twice the appreciation of the Russell 2000® Index up to a Maximum Total Return on the notes of 21.40% at maturity. Investors should be willing to forgo interest and dividend payments and, if the Index declines, be willing to lose some or all of their principal. |
| | Senior unsecured obligations of Morgan Stanley maturing January 16, 2008. |
| | Minimum purchase of $50,000. Minimum denominations of $1,000 and integral multiples thereof. |
| | The notes priced on December 14, 2006 and are expected to settle on or about December 21, 2006. |
| Index: | The Russell 2000® Index (the Index) | ||
| Upside Leverage Factor: | 2 | ||
Payment at Maturity: |
If the Ending Index Level is greater than the Initial Index Level, you will receive a cash payment that provides you with a return per $1,000 principal amount note equal to the Index Return multiplied by two, subject to a Maximum Total Return on the notes of 21.40%. For example, if the Index Return is more than 10.70%, you will receive the Maximum Total Return on the notes of 21.40%, which entitles you to a maximum payment at maturity of $1,214 for every $1,000 principal amount note that you hold. Accordingly, if the Index Return is positive, your payment per $1,000 principal amount note will be calculated as follows, subject to the Maximum Total Return: |
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| $1,000 +[$1,000 x (Index Return x 2)] | |||
| Your investment will be fully exposed to any decline in the Index. If the Ending Index Level declines from the Initial Index Level, you will lose 1% of the principal amount of your notes for every 1% that the Index declines below the Initial Index Level. Accordingly, if the Index Return is negative, your payment per $1,000 principal amount note will be calculated as follows: | |||
| $1,000 + ($1,000 x Index Return) | |||
| You will lose some or all of your investment at maturity if the Ending Index Level declines from the Initial Index Level. | |||
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 |
|||
| The Index Return may be positive or negative. | |||
| Initial Index Level: | The Index closing level on the pricing date, which was 794.22. | ||
| Ending Index Level: | The arithmetic average of the Index closing levels on each of the five Averaging Dates. | ||
| Averaging Dates: | January 7, 2008, January 8, 2008, January 9, 2008, January 10, 2008, and January 11, 2008 | ||
| Maturity Date: | January 16, 2008 | ||
| Listing: | The notes will not be listed on any securities exchange. | ||
CUSIP: |
61750VAA3 |
| Subject to postponement in the event of a market disruption event as described in the accompanying prospectus supplement for leveraged index-linked securities. | |
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 this pricing supplement or the accompanying prospectus supplement for leveraged index-linked securities and the prospectus. Any representation to the contrary is a criminal offense.
| Price to Public(1) | Fees(2) | Proceeds to Company | |
| Per note | $1,000 | $10 | $990 |
| Total | $2,900,000 | $21,000 | $2,879,000 |
| (1) | Certain fiduciary accounts will pay a purchase price of $990 per note, and the placement agents with respect to sales made to such accounts will forego any fees. |
| (2) | JPMorgan Chase Bank, N.A. and J.P. Morgan Securities Inc., acting as placement agents for the notes, will receive a fee from the Company of $10.00 per $1,000 principal amount note, but will forego any fees for sales to fiduciary accounts. The total fees represent the amount that the placement agents received from accounts other than such fiduciary accounts. |
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.
December 14, 2006
ADDITIONAL TERMS SPECIFIC TO THE NOTES
You
should read this pricing supplement together with the prospectus dated January
25, 2006, as supplemented by the prospectus supplement for leveraged index-linked
securities dated December 7, 2006. These Return Enhanced Notes are an issuance
of our leveraged index-linked securities and their terms are further described
in the prospectus supplement for leveraged index-linked securities. This pricing
supplement, together with the documents listed below, contains the terms of the
notes, supplements the preliminary terms related hereto dated December 8, 2006
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 leveraged index-linked securities, as the notes involve
risks not associated with conventional debt securities. We urge you to consult
your investment, legal, tax, accounting and other advisors 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):
| | Prospectus Supplement for Leveraged Index Linked Securities dated December 7, 2006: |
| http://www.sec.gov/Archives/edgar/data/895421/000095010306002760/dp04197_424b2.htm | |
| | Prospectus dated January 25, 2006: |
| http://www.sec.gov/Archives/edgar/data/895421/000095010306000145/jan2506_424b2.txt |
Terms used in this pricing supplement are defined in the prospectus supplement for leveraged index-linked securities or in the prospectus. As used in this pricing supplement, the Company, we, us, or our refer to Morgan Stanley.
What is the Total Return on the Notes at Maturity Assuming a Range of Performance for the Index?
The
following table and graph illustrate the hypothetical total return at maturity
on the notes. The total return as used in this pricing supplement is the number, expressed as a percentage, that results
from comparing the payment at maturity per $1,000 principal amount note to $1,000.
The hypothetical total returns set forth below assume an Initial Index Level
of 800 and reflect the Maximum Total Return on the notes of 21.40% . The hypothetical
total returns set forth below are for illustrative purposes only and may not
be the actual total returns applicable to a purchaser of the notes. The numbers
appearing in the following table, graph and examples have been rounded for ease
of analysis.
|
Ending Index Level |
Index Return |
Total Return on Notes |
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| 1440.00 | 80.00% | 21.40% |
| 1320.00 | 65.00% | 21.40% |
| 1200.00 | 50.00% | 21.40% |
| 1120.00 | 40.00% | 21.40% |
| 1040.00 | 30.00% | 21.40% |
| 960.00 | 20.00% | 21.40% |
| 920.00 | 15.00% | 21.40% |
| 885.60 | 10.70% | 21.40% |
| 820.00 | 2.50% | 5.00% |
| 808.00 | 1.00% | 2.00% |
| 800.00 | 0.00% | 0.00% |
| 760.00 | -5.00% | -5.00% |
| 720.00 | -10.00% | -10.00% |
| 680.00 | -15.00% | -15.00% |
| 640.00 | -20.00% | -20.00% |
| 560.00 | -30.00% | -30.00% |
| 480.00 | -40.00% | -40.00% |
| 400.00 | -50.00% | -50.00% |
| 320.00 | -60.00% | -60.00% |
| 240.00 | -70.00% | -70.00% |
| 160.00 | -80.00% | -80.00% |
| 80.00 | -90.00% | -90.00% |
| 0 | -100.00% | -100.00% |
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Hypothetical Examples of Amounts Payable at Maturity
The following examples illustrate how the total returns set forth in the table and graph above are calculated.
Example 1: The level of the Index increases from the Initial Index Level of 800 to an Ending Index Level of 840. Because the Ending Index Level of 840 is greater than the Initial Index Level of 800 and the Index Return of 5% multiplied by 2 does not exceed the Maximum Total Return of 21.40%, the investor receives a payment at maturity of $1,100 per $1,000 principal amount note calculated as follows:
$1,000 + [$1,000 x (5% x 2)] = $1,100
Example 2: The level of the Index increases from the Initial Index Level of 800 to an Ending Index Level of 920. Because the Index Return of 15% multiplied by 2 exceeds the Maximum Total Return of 21.40%, the investor receives a payment at maturity of $1,214 per $1,000 principal amount note, the maximum payment on the notes.
Example 3: The level of the Index decreases from the Initial Index Level of 800 to an Ending Index Level of 640. Because the Ending Index Level of 640 is less than the Initial Index Level of 800, the Index Return is negative and the investor will receive a payment at maturity of $800 per $1,000 principal amount note calculated as follows:
$1,000 + ($1,000 x -20%)= $800
Selected Purchase Considerations| | APPRECIATION POTENTIAL The notes provide the opportunity to enhance equity returns by multiplying a positive Index Return by two, up to the Maximum Total Return on the notes of 21.40%, or $1,214 for every $1,000 principal amount note. Because the notes are our senior unsecured obligations, payment of any amount at maturity is subject to our ability to pay our obligations as they become due. |
| | DIVERSIFICATION OF THE RUSSELL 2000® INDEX The return on the notes is linked to the Russell 2000® Index. The Russell 2000® Index consists of 2,000 component stocks and is designed to track the performance of the smaller capitalization segment of the U.S. equity market. For additional information about the Index, see the information set forth under Underlying Indices and Underlying Index Publishers InformationRussell 2000® Index in Annex A of the accompanying prospectus supplement for leveraged index-linked securities. |
| | CAPITAL GAINS TAX TREATMENT You should review carefully the section entitled United States Federal Taxation in the accompanying prospectus supplement for leveraged index-linked securities, which contains the opinion of our special tax counsel, Davis Polk & Wardwell, with respect to the tax consequences of an investment in the notes. Based on that opinion, subject to the conditions and limitations set forth in the section entitled United States Federal Taxation in the accompanying prospectus supplement for leveraged index-linked securities, we believe that it is reasonable to treat your purchase and ownership of the notes as an open transaction for U.S. federal income tax purposes. Assuming this characterization is respected, your gain or loss on the notes should be |
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treated as long-term capital gain or loss if you hold the notes for more than a year, even if you are an initial purchaser of notes at a price that is below the principal amount of the notes. However, the Internal Revenue Service or a court may not respect this characterization of the notes, in which case the timing and character of any income or loss on the notes could be significantly and adversely affected. You should consult your tax advisor regarding the treatment of the notes, including possible alternative characterizations.
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 leveraged index-linked securities.
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Use of Proceeds and Hedging
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 subsidiaries. The hedging or trading activities of our
affiliates on or prior to the pricing date and on the Averaging Dates could adversely affect the value of the Index and, as a result, could decrease the amount you may receive on the notes at maturity.
Historical Information
The following graph sets forth the historical performance of the Russell 2000® Index
based on the weekly Index closing level from January 5, 2001 through December
8, 2006. The Index closing level on December 14, 2006 was 794.22. 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 price source
for determining the Ending Index Level will be the Bloomberg page RTY or
any successor page.
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 of the Averaging Dates. We cannot give you assurance that the performance of the Index will result in the return of any of your initial investment.
License Agreements
License
Agreement between Frank Russell Company and Morgan Stanley. The Russell
2000® Index is a trademark of
Frank Russell Company and has been licensed for use by Morgan Stanley. See Underlying Indices and Underlying Index Publishers InformationRussell
2000® IndexLicense Agreement between Frank Russell Company and Morgan Stanley in
Annex A of the prospectus supplement for leveraged index-linked securities.
ERISA
See ERISA in
the prospectus supplement for leveraged index-linked securities.
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