Filed pursuant to Rule 433
Registration Statement No. 333-131266
Relating to Preliminary Pricing Supplement No. 142
dated November 27, 2006


G
LOBAL MEDIUM-TERM NOTES, SERIES F
Senior Notes

Pricing Sheet – December 21, 2006

Protected Buy-Write Securities due December 23, 2011
Based on the Performance of the 2006-4 Dynamic Reference Index

  Issue Price : $10 per Security
       
  Principal Amount : $10
       
  Aggregate Principal Amount : $131,500,000
       
  Reference Index Initial Value : 97
       
  Threshold Value : 100
           
  Reference Index Components : Initial Allocations Underlying Index  
       Equity Component :      96% S&P 500® Index  
       Zero-Coupon Bond Component :      4%    
       Leverage Component :      0%    
       
 

Coupon Payments

:

Variable (and may be zero), as determined by the Calculation Agent.

       
 

Coupon Payment Dates

:

The third Business Day following the Monthly Income Determination Date in respect of each Monthly Coupon Payment Period; provided that the first Coupon Payment Date is January 24, 2007 and the last Coupon Payment Date is December 23, 2011.

       
 

Monthly Income Determination Dates

Determination Date

:

:

The third Friday of each month, beginning January 19, 2007, and the Determination Date.

December 16, 2011, subject to adjustment by the Calculation Agent.

       
 

Trade Date

Settlement Date

Listing

CUSIP

Agent

:

:

:

:

:

December 21, 2006

December 29, 2006

None

61748A221

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.

“Standard & Poor’s®”, “S&P®”, and “S&P 500® Index” are trademarks of The McGraw-Hill Companies, Inc and have been licensed for use by Morgan Stanley.

The Securities are not sponsored, endorsed, sold or promoted by S&P and S&P makes no representation regarding the advisability of investing in the Securities.

Preliminary Pricing Supplement No. 142 dated November 27, 2006
Prospectus Supplement dated January 25, 2006
Prospectus dated January 25, 2006