SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 8-K


                                CURRENT REPORT


                                 -------------

                    Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934



       Date of Report (Date of earliest event reported): April 28, 2003



                                MORGAN STANLEY
            (Exact name of registrant as specified in its charter)





                                                             
            Delaware                          1-11758                          36-3145972
(State or other jurisdiction of     (Commission File Number)       (I.R.S. Employer Identification
       incorporation)                                                           Number)



                    1585 Broadway, New York, New York 10036
         (Address of principal executive offices, including zip code)



      Registrant's telephone number, including area code: (212) 761-4000


                                Not Applicable
         (Former name or former address, if changed since last report)



Item 5.    Other Events

     On April 28,  2003,  Morgan  Stanley,  along  with nine  other  financial
services  firms  operating in the U.S.,  reached a final  settlement  with the
United States  Securities and Exchange  Commission  (the "SEC"),  the New York
State Attorney General's Office, the New York Stock Exchange (the "NYSE"), the
National  Association  of  Securities  Dealers  (the  "NASD"),  and the  North
American Securities Administrators  Association (on behalf of state securities
regulators)  to resolve  their  investigations  relating  to alleged  research
conflicts of interest. The final settlement concludes extensive investigations
that began more than a year and a half ago, in which Morgan Stanley cooperated
fully.  Morgan Stanley had previously  reported an agreement in principle with
regulators in its Report on Form 8-K dated December 19, 2002.

     Without  admitting or denying  allegations  with respect to violations of
certain rules of the NYSE and NASD relating to investment  research activities
(there were no allegations of fraud or federal  securities law violations made
against  Morgan  Stanley),  Morgan  Stanley  entered  into  consents and other
documentation pursuant to which Morgan Stanley has agreed, among other things,
to (1) pay $25 million as a penalty,  (2) pay $25 million as  disgorgement  of
commissions and other monies,  (3) provide $75 million over five years to make
available  independent  third-party  research to clients,  (4) adopt  internal
practices  and  procedures  that will  further  enhance  steps it has taken to
ensure research analyst  integrity and promote investor  confidence and (5) be
permanently  restrained and enjoined from violating  certain rules of the NYSE
and NASD relating to investment  research  activities.  In connection with the
final settlement, Morgan Stanley also voluntarily agreed to adopt restrictions
on the allocation of shares in initial public  offerings to certain  corporate
executives and directors.

                                   *   *   *

     The  information  above may  contain  forward-looking  statements.  These
statements reflect management's  beliefs and expectations,  and are subject to
risks and  uncertainties  that may cause actual results to differ  materially.
For a  discussion  of the  risks  and  uncertainties  that may  affect  Morgan
Stanley's  future results,  please see "Certain Factors  Affecting  Results of
Operations" in  "Management's  Discussion and Analysis of Financial  Condition
and  Results  of  Operations"  in  Part  II,  Item  7  and  "Competition"  and
"Regulation" in Part I, Item 1 of Morgan  Stanley's Annual Report on Form 10-K
for the fiscal year ended November 30, 2002 and  "Management's  Discussion and
Analysis of Financial  Condition and Results of  Operations" in Part I, Item 2
of  Morgan  Stanley's  Quarterly  Report on Form  10-Q for the  quarter  ended
February 28, 2003.



                                  SIGNATURES


     Pursuant to the requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report to be  signed on its  behalf by the
undersigned, thereunto duly authorized.

                                MORGAN STANLEY
                                -----------------------------------------------
                                (Registrant)

                                By:       /s/ Martin M. Cohen
                                    -------------------------------------------
                                    Name:   Martin M. Cohen
                                    Title:  Assistant Secretary and Counsel




Date:  April 30, 2003