8-K

                       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 29, 2006


                                 MORGAN STANLEY
             (Exact Name of Registrant as Specified in its Charter)

                                    Delaware
                         (State or Other Jurisdiction
                               of Incorporation)

               1-11758                                36-3145972
             (Commission                            (IRS Employer
             File Number)                         Identification No.)


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

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

                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)

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

     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. below):

    [ ]   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 240.13e-4(c))




Item 2.02  Results of Operations and Financial Condition.

     Based on the terms of an agreement Morgan Stanley reached to sell its
interest in AWAS Aviation Holdings LLC, Morgan Stanley issued a press release on
January 30, 2006 in which it indicated that it will reduce a previously recorded
charge to the estimated fair value of AWAS Aviation Holdings LLC that was taken
in the third quarter of 2005. A copy of such press release is attached to this
Form 8-K as Exhibit 99.1 and hereby incorporated by reference.

Item 8.01  Other Events

     On January 30, 2006, Morgan Stanley issued a press release announcing that
it had reached an agreement to sell its interest in AWAS Aviation Holdings LLC.
A copy of such press release is attached to this Form 8-K as Exhibit 99.1 and
hereby incorporated by reference.

Item 9.01  Financial Statements and Exhibits


99.1    Press release of Morgan Stanley, dated January 30, 2006.








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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



                                            /s/ William J. O'Shaughnessy, Jr
                                            ------------------------------------
                                            Name:  William J. O'Shaughnessy, Jr.
                                            Title: Assistant Secretary & Counsel


Date: January 30, 2006






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EX-99.1

                                                                   Exhibit 99.1

                                 Contact: Media Relations     Investor Relations
                                          Jim Badenhausen     William Pike
                                          212-761-4472        212-761-0008


Morgan Stanley                                          For Immediate Release


Morgan Stanley Announces Sale of Aircraft Leasing Business to Terra Firma


NEW YORK, January 30, 2006 - Morgan Stanley (NYSE:MS) today announced that it
has entered into a definitive agreement to sell AWAS, its aircraft leasing
business, to Terra Firma for $2.5 billion in cash plus the assumption of
liabilities. The sale is subject to customary regulatory approvals and closing
conditions and is expected to close in the first half of 2006. Morgan Stanley
announced in August 2005 its intention to exit the non-core aircraft leasing
business and invest the sale proceeds in its core businesses.

John J. Mack, Chairman and CEO of Morgan Stanley said, "We are pleased with the
successful outcome of the sale process we announced in August. AWAS is a strong
business with superb management, but it does not fit our strategy. We continue
to believe selling the business is in the best long-term interests of Morgan
Stanley's shareholders. We plan to invest the sale proceeds in our core
businesses consistent with our goal of delivering a higher ROE for the Company
and its shareholders."

In the third quarter of 2005, Morgan Stanley recorded a charge of approximately
$1.0 billion after-tax to write down the value of AWAS to its then estimated
fair value. Based on the terms of the agreement, Morgan Stanley is revising its
estimate of AWAS fair value, and consistent with applicable accounting
standards, will reduce the previously mentioned charge by an amount that
approximates $500-550 million after-tax. The resulting revision in estimate
will be reflected in the Company's fourth quarter 2005 and full year 2005
results from discontinued operations and net income in the Company's annual
report on Form 10-K.




Income from continuing operations for the fourth quarter 2005 and full year
2005 of $1.7 billion and $5.2 billion, respectively and full year 2005 earnings
per share from continuing operations will be unaffected by this adjustment.

About AWAS
Headquartered in Seattle and with offices in New York, Miami, London, Singapore
and Sydney, AWAS is one of the world's leading aircraft leasing companies,
trading in the very competitive and highly specialized market of aviation
operating leases. AWAS currently owns 155 modern Stage-3 type jet aircraft and
has airline customers in 45 countries around the world. AWAS is managed by a
team of experienced aviation industry professionals. Additional information
about AWAS can be found by visiting its website at www.awas.com.

About Morgan Stanley
Morgan Stanley is a global financial services firm and a market leader in
securities, investment management and credit services. With more than 600
offices in 28 countries, Morgan Stanley connects people, ideas, and capital to
help clients achieve their financial aspirations.

About Terra Firma
Terra Firma is a European private equity group with offices in London and
Frankfurt. Its most recent acquisitions include: in the UK, East Surrey
Holdings which is the major gas supplier in Northern Ireland, Waste Recycling
Group, the landfill and power operations of Shanks Group, and Odeon Cinemas;
and in Europe, UCI Cinemas, Viterra, the German housing company, and Tank &
Rast, the motorway service operator. This acquisition is being funded by a
mixture of equity and debt underwritten by JP Morgan who also acted as
financial adviser to Terra Firma on the transaction.


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