Exhibit 8-d


                             DAVIS POLK & WARDWELL
                             450 LEXINGTON AVENUE
                              NEW YORK, NY 10017

                                  212-450-4000


                                                    August 31, 2005


Re:  Morgan Stanley, Issuance of Global Medium-Term Notes, Series F - Senior
     Floating Rate Notes Due 2010

Morgan Stanley
1585 Broadway
New York, New York  10036

Ladies and Gentlemen:

     We have acted as special tax counsel for Morgan Stanley in connection with
the issuance of $25,000,000 Senior Floating Rate Notes Due 2010, described in
Pricing Supplement No. 83 to Registration Statement No. 333-117752, dated
August 26, 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