8-K

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                       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): January 14, 2005


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


 Delaware                              1-11758                36-3145972

 (State or other jurisdiction          (Commission           (IRS Employer
 of incorporation)                     File Number)          Identification No.)


                    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)

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     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.):

     [_]  Written communications pursuant to Rule 425 under the Securities Act
          (17 CFR 230.425)

     [_]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
          CFR 240.14a-12)

     [_]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
          Exchange Act (17 CFR 240.14d-2(b))

     [_]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
          Exchange Act (17 CFR 240.f13e-4(c))





Item 9.01(c).  Exhibits

8-c            Tax Opinion of Davis Polk & Wardwell, dated January 14, 2005,
               relating to the registrant's Inflation Linked Notes due February
               2, 2015 as described in Pricing Supplement No. 21 dated January
               14, 2005 to the Prospectus Supplement dated November 10, 2004 and
               the Prospectus dated November 10, 2004 related to Registration
               Statement No. 333-117752.


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                                   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



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


Date:  January 20, 2005


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                               Index to Exhibits


Exhibit No.                       Description

8-c         Tax Opinion of Davis Polk & Wardwell, dated January 14, 2005,
            relating to the registrant's Inflation Linked Notes due February 2,
            2015 as described in Pricing Supplement No. 21 dated January 14,
            2005 to the Prospectus Supplement dated November 10, 2004 and the
            Prospectus dated November 10, 2004 related to Registration Statement
            No. 333-117752.


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EX-8.C

                                                                     Exhibit 8-c

                     [Letterhead of Davis Polk & Wardwell]

                                  212-450-4000



                                    January 14, 2005



Re:   Morgan Stanley, Issuance of Medium-Term Notes, Series F - Senior Floating
      Rate Notes Due 2015 - $12,500,000 Inflation Linked Notes

Morgan Stanley
1585 Broadway
New York, New York 10036

Ladies and Gentlemen:

     We have acted as special tax counsel for Morgan Stanley (the "Company") in
connection with the issuance of $12,500,000 Inflation Linked Notes, described in
Pricing Supplement No. 21 to Registration Statement No. 333-117752, dated
January 14, 2005 (the "Pricing Supplement"). We have reviewed the discussion set
forth under the caption "United States Federal Income Taxation" in the Pricing
Supplement and are of the opinion that the discussion is accurate.

     We are members of the Bar of the State of New York. The foregoing opinion
is based upon and limited to the federal laws of the United States of America as
contained in the Internal Revenue Code of 1986, as amended, Treasury
regulations, administrative decisions and court decisions as of the date of this
letter.

     We hereby consent to the use of our name under the caption "United States
Federal Income Taxation" in the Pricing Supplement. The issuance of such a
consent does not concede that we are an "Expert" for the purposes of the
Securities Act of 1933.

                                          Very truly yours,


                                          /s/ Davis Polk & Wardwell