Exhibit 8-b


                  [Sidley Austin Brown & Wood LLP letterhead]


                               November 11, 2004


Morgan Stanley
1585 Broadway
New York, NY  10036

                                Morgan Stanley
                Global Medium-Term Notes, Series G and Series H
                      Global Units, Series G and Series H
                -----------------------------------------------

Dear Ladies and Gentlemen:

     We have acted as special tax counsel to Morgan Stanley (the "Company") in
connection with the preparation and filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, of a Prospectus
Supplement dated November 11, 2004 (the "Prospectus Supplement") for the
Company's Global Medium-Term Notes, Series G and Series H and Global Units,
Series G and Series H, relating to a Prospectus dated November 10, 2004 (the
"Prospectus") contained in the Company's Registration Statement on Form S-3
(Registration Statement No. 333-117752) (the "Registration Statement").

     We are of the opinion that the statements set forth under the caption
"United States Federal Taxation" in the Prospectus Supplement and under the
caption "Forms of Securities--Limitations on Issuance of Bearer Securities" in
the Prospectus, contained in the Registration Statement, insofar as such
statements relate to statements of law or legal conclusions under the laws of
the United States or matters of United States law, all as relating to federal
income tax, fairly present the information called for and fairly summarize the
matters referred to therein.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                      Very truly yours,


                                      /s/ Sidley Austin Brown & Wood LLP