Filed pursuant
to Rule 433
Registration Statement No. 333-131266
Relating to Amendment No. 1 to Preliminary Terms No. 148
dated November 22, 2006
| GLOBAL MEDIUM-TERM NOTES, SERIES F |
| Senior Fixed Rate Notes |
| Pricing Sheet December 21, 2006 |
| PLUS due January 20, 2008 |
| Mandatorily Exchangeable for an Amount Payable in U.S. Dollars |
| Based on the Value of the NIKKEI 225® Index |
| Original Issue Price | : | $10 per PLUS |
| Stated Principal Amount | : | $10 per PLUS |
| Leverage Factor | : | 200% |
| Maximum Payment at Maturity | : | $12.10 per PLUS |
| Aggregate Principal Amount | : | $27,750,000 |
| Initial Index Value | : | 17,104.96 |
| Pricing Date | : | December 21, 2006 |
| Original Issue Date (Settlement Date) | : | December 29, 2006 |
| Index Valuation Date | : | January 17, 2008 |
| Listing | : | AMEX |
| Ticker Symbol | : | NIN |
| CUSIP | : | 61748A197 |
| Agent | : | 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.
Nikkei 225® Index is a trademark of the Nihon Keizai Shimbun, Inc. and has been licensed for use by Morgan Stanley. The Notes are not sponsored, endorsed or promoted by Nihon Keizai Shimbun, Inc. and Nihon Keizai Shimbun, Inc. makes no representation regarding the advisability of investing in the Notes.
Amendment
No. 1 to Preliminary Terms No. 148 dated November 22, 2006
Amendment
No. 1 to Prospectus Supplement for PLUS dated December 21, 2006
Prospectus
dated January 25, 2006