SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

HARRIS RAYMOND

(Last)

(First)

(Middle)

MORGAN STANLEY

1585 BROADWAY

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/28/2005

3. Issuer Name and Ticker or Trading Symbol
MORGAN STANLEY [ MWD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Acting Business Unit Head

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	57,154.467	D
Common Stock	7,683.018	I	By 401(k) Plan/ESOP Trust

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	⁽¹⁾	01/02/2009	Common Stock	12,622	$35.65	D
Employee Stock Option (Right to Buy)	⁽²⁾	01/02/2010	Common Stock	3,216	$60.14	D
Employee Stock Option (Right to Buy)	⁽³⁾	01/02/2011	Common Stock	5,165	$65.34	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	01/02/2012	Common Stock	6,444	$57.03	D
Employee Stock Option (Right to Buy)	⁽⁵⁾	01/02/2013	Common Stock	12,952	$42.56	D
Employee Stock Option (Right to Buy)	⁽⁶⁾	01/02/2014	Common Stock	130,148	$53.02	D
Employee Stock Option (Right to Buy)	⁽⁷⁾	01/02/2014	Common Stock	12,782	$55.45	D
Employee Stock Option (Right to Buy)	⁽⁸⁾	01/02/2008	Common Stock	13,356	$56.87	D

Explanation of Responses:

1. Options become exercisable upon vesting. The award is fully exercisable: 33 1/3% of the award vested on January 2 of each year for three years beginning on January 2, 2000.

2. Options become exercisable upon vesting. The award is fully exercisable: 100% of the award vested on January 2, 2002.

3. Options become exercisable upon vesting. The award is fully exercisable: 100% of the award vested on January 2, 2003.

4. Options become exercisable upon vesting. The award is fully exercisable: 100% of the award vested on January 2, 2004.

5. Options become exercisable upon vesting. The award is fully exercisable: 100% of the award vested on January 2, 2005.

6. Options become exercisable upon vesting. 20% of the award vests annually on January 2 over five years beginning January 2, 2005.

7. Options become exercisable upon vesting. 50% of the award will vest on January 2, 2006 and 50% will vest on January 2, 2007.

8. Options become exercisable upon vesting. The award is fully exercisable: 100% of the award vested on the grant date (April 1, 2005). Restoration options granted in connection with exercise of previously granted options.

Remarks:

	/s/ Raymond Harris	08/08/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.