| CALCULATION OF REGISTRATION FEE | ||||
| Title of Each Class of Securities Offered | Maximum
Aggregate Offering Price (1) |
Amount
of Registration |
||
| Euro Floating Rate Senior Bearer Notes Due 2013 | $393,410,655 | $42,094.94 | ||
| (1) The U.S. dollar equivalent of the maximum aggregate offering price has been calculated using an exchange rate of $1.3115 per 1 euro as of December 22, 2006. | ||||
| PROSPECTUS Dated January 25, 2006 | Pricing Supplement No. 172 to |
| PROSPECTUS SUPPLEMENT | Registration Statement No. 333-131266 |
| Dated January 25, 2006 | Dated December 22, 2006 |
| Rule 424(b)(2) |
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| GLOBAL MEDIUM-TERM NOTES, SERIES G |
| Euro Floating Rate Senior Bearer Notes Due 2013 |
We, Morgan Stanley, may not redeem these Global Medium-Term Notes, Series G, Euro Floating Rate Senior Bearer Notes Due 2013 (the notes) prior to the maturity date thereof other than under the circumstances described under Description of NotesTax Redemption in the accompanying prospectus supplement.
The notes offered hereby will accrue interest from December 1, 2006 and constitute a further issuance of, and will be consolidated with, the Global Medium-Term Notes, Series G, Euro Floating Rate Senior Bearer Notes Due 2013 of Morgan Stanley issued on March 1, 2006 and October 27, 2006, which we refer to as the original notes, and form a single series with those original notes. The issuance of these notes will increase the aggregate principal amount of the outstanding notes of this series to Euro 2,800,000,000. The notes will initially be issued in temporary global bearer form and will be designated by the temporary ISIN and temporary common code noted below. After an initial period required for tax certification, which we expect to be completed on or prior to February 12, 2007, we expect the notes offered hereby to be exchanged for notes in permanent global bearer form and to trade interchangeably with the original notes under the permanent ISIN and permanent common code noted below assigned to the original notes.
Application will be made for the notes described herein to be admitted to the Official List of the Financial Services Authority (in its capacity as competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000) and to trading on the gilt-edged and fixed-interest market of the London Stock Exchange plc. No assurance can be given that such applications will be granted.
This document constitutes the pricing supplement relating to the issuances of notes described herein. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus referred to above. This pricing supplement is supplemental to and must be read in conjunction with such Base Prospectus.
We will issue the notes only in bearer form, which form is further described under Description of NotesForms of Notes in the accompanying prospectus supplement. You may not exchange notes in bearer form at any time for notes in registered form.
We describe the basic features of the notes in the section of the accompanying prospectus supplement called Description of Notes. In addition, we describe the basic features of the notes in the section of the accompanying prospectus called Description of Debt SecuritiesFloating Rate Debt Securities, subject to and as modified by the provisions described below.
| Principal Amount: | Euro 300,000,000 | Interest Determination | ||||
| Maturity Date: | March 1, 2013 | Dates: | The second TARGET | |||
| Settlement Date | Settlement Day immediately | |||||
| (Original Issue Date): | January 3, 2007 | preceding each interest reset | ||||
| Interest Accrual Date: | December 1, 2006 | date | ||||
| Issue Price: | 99.99%. plus accrued | Reporting Service: | Telerate (Page 248) | |||
| interest from and including | Initial Offering Date | |||||
| December 1, 2006 | for Tax Redemption: | February 22, 2006 | ||||
| Specified Currency: | Euro | Business Days: | London, TARGET Settlement | |||
| Redemption Percentage | Day and New York | |||||
| at Maturity: | 100% | Calculation Agent: | JPMorgan Chase Bank, N.A. | |||
| Base Rate: | EURIBOR | (London Branch) | ||||
| Spread (Plus or Minus): | Plus 0.33% | Agent: | Morgan Stanley & Co. | |||
| Index Maturity: | Three months | International Limited | ||||
| Initial Interest Rate: | As determined by the | Minimum Denominations: | Euro 50,000 and integral | |||
| Calculation Agent based on | multiples of Euro 1,000 in | |||||
| the Base Rate on the second | excess thereof | |||||
| TARGET Settlement Day | Temporary Common | |||||
| immediately prior to the | Code: | 028103972 | ||||
| Interest Accrual Date. | Permanent Common | |||||
| Initial Interest Reset Date: | March 1, 2007 | Code: | 024583643 | |||
| Interest Payment Dates: | Each March 1, June 1, | Temporary ISIN: | XS0281039726 | |||
| September 1 and December 1, | Permanent ISIN: | XS0245836431 | ||||
| commencing March 1, 2007 | Other Provisions: | None | ||||
| Interest Payment Period: | Quarterly | |||||
| Interest Reset Dates: | Each interest payment date | |||||
| Interest Reset Period: | Quarterly |
Terms not defined herein have the meanings given to such terms in the accompanying prospectus supplement and prospectus, as applicable.
| MORGAN STANLEY | ||
| ABN AMRO BANK N.V. | BARCLAYS CAPITAL | BNP PARIBAS |
Supplemental Information Concerning Plan of Distribution
We will issue these notes in temporary global bearer form with the temporary ISIN XS0281039726 and temporary common code 028103972. Once these notes have been exchanged for notes in permanent global bearer form, on or about February 12, 2007, they will be combined with our Global Medium-Term Notes, Series G, Euro Floating Rate Senior Bearer Notes Due 2013, issued on March 1, 2006 and October 27, 2006, with the ISIN XS0245836431 and the common code 024583643, and offered pursuant to pricing supplement No. 29, dated February 22, 2006 and pricing supplement No. 121 dated October 20, 2006, to the prospectus dated January 25, 2006 and the prospectus supplement dated January 25, 2006. Following the exchange, both these notes and the original notes, in a combined aggregate principal amount of Euro 2,800,000,000, will bear the ISIN XS0245836431 and the common code 024583643.
On December 27, 2006, we agreed to sell to the managers listed in this pricing supplement, and they severally agreed to purchase, the principal amounts of notes set forth opposite their respective names below at a net price of 99.69%, plus accrued interest from and including December 1, 2006, which we refer to as the purchase price. The purchase price equals the stated issue price of 99.99%, plus accrued interest from and including December 1, 2006, less a combined management and underwriting commission of 0.30% of the principal amount of the notes.
| Name |
Principal Amount of Notes |
|
|
|
||
| Morgan Stanley & Co. International Limited | Euro 291,000,000 | |
| ABN AMRO Bank N.V. | 3,000,000 | |
| Barclays Bank PLC | 3,000,000 | |
| BNP Paribas | 3,000,000 | |
|
|
||
| Total | Euro 300,000,000 | |
|
|
European Union Transparency Obligations Directive
The proposed European Union Transparency Obligations Directive (the Directive) may be implemented in a manner which could be burdensome for companies such as us. In particular, we may be required to prepare financial statements in accordance with accounting standards other than U.S. GAAP. We are under no obligation to maintain the listing of the notes, and prospective purchasers of notes should be aware that, in circumstances where a listing of the notes by the UK Listing Authority would require preparation of financial statements in accordance with standards other than U.S. GAAP, or in any other circumstances where the Directive is implemented in a manner that, in our opinion, is burdensome, the notes may be de-listed. In such a case of de-listing, we may, but are not obliged to, seek an alternative listing for the notes on a stock exchange outside the European Union. However, if such an alternative listing is not available or is, in our opinion, burdensome, an alternative listing for the notes may not be considered. Although no assurance is made as to the liquidity of the notes as a result of listing by the UK Listing Authority, de-listing the notes may have a material effect on a noteholders ability to resell the notes in the secondary market.
PS-2