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