| Filed pursuant to Rule 433 |
| Registration Statement No. 333-131266 |
| Relating to Amendment No. 1 to Preliminary Pricing Supplement No. 144 |
| dated November 22, 2006 |
| GLOBAL MEDIUM-TERM NOTES, SERIES F |
| Senior Notes |
| Pricing Sheet December 21, 2006 |
| Commodity-Linked Capital Protected Notes due September 29, 2010 |
| Based on the Performance of a Basket of Four Commodities and a Commodity Index |
| Issue Price | : | $1,000 (100%) | |||
| Aggregate Principal Amount | : | $35,250,000 | |||
| Stated Principal Amount | : | $1,000 | |||
| Basket Commodity | Initial Price | Percentage Weighting of Basket Value | |||
| Goldman Sachs Commodity | |||||
| Agricultural Index® - Excess Return | : | 66.28322 | 20% | ||
| Copper Grade A | : | $6,431 | 20% | ||
| Primary Nickel | : | $32,700 | 20% | ||
| Special High-Grade Zinc | : | $4,280 | 20% | ||
| West Texas Intermediate light sweet crude oil | : | $62.66 | 20% | ||
| Participation Rate | : | 130% | |||
| Determination Dates | : | With respect to each Basket Commodity separately, April 15, 2010, May 15, 2010, June 15, 2010, July 15, 2010, August 15, 2010 and September 15, 2010 | |||
| Pricing Date | : | December 21, 2006 | |||
| Settlement Date | : | December 29, 2006 | |||
| Listing | : | None | |||
| CUSIP | : | 617446B24 | |||
| Agent | : | Morgan Stanley & Co. Incorporated | |||
| Agents Commissions | : | $20 per Note | |||
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. GSCI® is a registered mark of Goldman Sachs & Co., and has been licensed for use by Morgan Stanley. The Notes are not sponsored, endorsed, sold or promoted by GS & Co. and GS & Co. makes no representation regarding the advisability of investing in the Notes. Amendment
No. 1 to Preliminary Pricing Supplement No. 144 dated November
22, 2006 |