Filed pursuant to Rule 433
Registration Statement No. 333-131266
Relating to Preliminary Terms No. 149
dated November 22, 2006


G
LOBAL MEDIUM-TERM NOTES, SERIES F
Senior Fixed Rate Notes

Pricing Sheet – December 21, 2006

10% SPARQS due January 20, 2008
Mandatorily Exchangeable for Shares of Common Stock of
Circuit City Stores, Inc.
Stock Participation Accreting Redemption Quarterly-pay SecuritiesSM
(“SPARQS®”)

Issue Price

Stated Principal Amount

Exchange Ratio

Yield to Call

Interest Rate

Interest Payment Dates

:

:

:

:

:

:

$9.73 per SPARQS

$9.73 per SPARQS

0.5 shares of Circuit City Stores, Inc.common stock per SPARQS

22%

10% per annum

April 20, 2007, July 20, 2007, October 20, 2007 and January 20, 2008

     

Aggregate Principal Amount

Pricing Date

Original Issue Date (Settlement Date)

Listing

Exchange Symbol

CUSIP

Agent

:

:

:

:

:

:

:

$18,000,003.77

December 21, 2006

December 29, 2006

AMEX

CKK

61750V204

Morgan Stanley & Co. Incorporated


The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-584-6837.

Preliminary Terms No. 149 dated November 22, 2006
Amendment No. 1 to Prospectus Supplement for SPARQS dated December 21, 2006
Prospectus dated January 25, 2006