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): December 1, 2006

Morgan Stanley

(Exact Name of Registrant

as Specified in Charter)

Delaware	001-11758	36-3145972
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer 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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

      Item 9.01(d). Exhibits

8 Tax Opinion of Davis Polk & Wardwell, dated December 7, 2006, relating to the registrant’s Global Medium-Term Notes, Series F, Senior Notes, Leveraged Index-Linked Securities Linked to an Index or a Basket of Indices, as described in the Prospectus Supplement for Leveraged Index-Linked Securities dated December 1, 2006 and the Prospectus dated January 25, 2006 related to Registration Statement No. 333-131266; Global Medium-Term Notes, Series F, Senior Notes, Principal Protected Notes Linked to an Index or a Basket of Indices, as described in the Prospectus Supplement for Principal Protected Notes dated December 1, 2006 and the Prospectus dated January 25, 2006 related to Registration Statement No. 333-131266; Global Medium-Term Notes, Series F, Senior Notes, Leveraged Index-Linked Securities Linked to an Index or a Basket of Indices, as described in the Prospectus Supplement for Leveraged Index-Linked Securities dated December 7, 2006 and the Prospectus dated January 25, 2006 related to Registration Statement No. 333-131266; Global Medium-Term Notes, Series F, Senior Notes, Principal Protected Notes Linked to an Index or a Basket of Indices, as described in the Prospectus Supplement for Principal Protected Notes dated December 7, 2006 and the Prospectus dated January 25, 2006 related to Registration Statement No. 333-131266; and Global Medium-Term Notes, Series F, Senior Notes, Review Notes Linked to an Index or Indices, as described in the Prospectus Supplement for Review Notes dated December 7, 2006 and the Prospectus dated January 25, 2006 related to Registration Statement No. 333-131266.

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 hereunto duly authorized.

		MORGAN STANLEY
		(Registrant)
Date:	December 7, 2006	By:	/s/ W. Gary Beeson
			Name:	W. Gary Beeson
			Title:	Assistant Secretary and Counsel

INDEX TO EXHIBITS
Exhibit No.	Description
8	Tax Opinion of Davis Polk & Wardwell, dated December 7, 2006, relating to the registrant’s Global Medium-Term Notes, Series F, Senior Notes, Leveraged Index- Linked Securities Linked to an Index or a Basket of Indices, as described in the Prospectus Supplement for Leveraged Index-Linked Securities dated December 1, 2006 and the Prospectus dated January 25, 2006 related to Registration Statement No. 333-131266; Global Medium-Term Notes, Series F, Senior Notes, Principal Protected Notes Linked to an Index or a Basket of Indices, as described in the Prospectus Supplement for Principal Protected Notes dated December 1, 2006 and the Prospectus dated January 25, 2006 related to Registration Statement No. 333- 131266; Global Medium-Term Notes, Series F, Senior Notes, Leveraged Index- Linked Securities Linked to an Index or a Basket of Indices, as described in the Prospectus Supplement for Leveraged Index-Linked Securities dated December 7, 2006 and the Prospectus dated January 25, 2006 related to Registration Statement No. 333-131266; Global Medium-Term Notes, Series F, Senior Notes, Principal Protected Notes Linked to an Index or a Basket of Indices, as described in the Prospectus Supplement for Principal Protected Notes dated December 7, 2006 and the Prospectus dated January 25, 2006 related to Registration Statement No. 333- 131266; and Global Medium-Term Notes, Series F, Senior Notes, Review Notes Linked to an Index or Indices, as described in the Prospectus Supplement for Review Notes dated December 7, 2006 and the Prospectus dated January 25, 2006 related to Registration Statement No. 333-131266.

EX-8

Exhibit 8

DAVIS POLK & WARDWELL
1300 I STREET, N.W. WASHINGTON, D.C. 20005 ________ 1600 EL CAMINO REAL MENLO PARK, CA 94025 ________ 99 GRESHAM STREET LONDON EC2V 7NG ________ 15, AVENUE MATIGNON 75008 PARIS	450 LEXINGTON AVENUE NEW YORK, N.Y. 10017 212 450 4000 FAX 212 450 3800	MESSETURM 60308 FRANKFURT AM MAIN ________ MARQUÉS DE LA ENSENADA, 2 28004 MADRID ________ 1-6-1 ROPPONGI MINATO-KU, TOKYO 106-6033 ________ 3A CHATER ROAD HONG KONG
	WRITER’S DIRECT

December 7, 2006

Re: Prospectus Supplements for: Global Medium-Term Notes, Series F, Leveraged Index-Linked Securities Linked to an Index or a Basket of Indices filed by Morgan Stanley dated December 1, 2006; Global Medium-Term Notes, Series F, Principal Protected Notes Linked to an Index or a Basket of Indices filed by Morgan Stanley dated December 1, 2006; Global Medium-Term Notes, Series F, Leveraged Index- Linked Securities Linked to an Index or a Basket of Indices filed by Morgan Stanley dated December 7, 2006; Global Medium-Term Notes, Series F, Principal Protected Notes Linked to an Index or a Basket of Indices filed by Morgan Stanley dated December 7, 2006; and Global Medium-Term Notes, Series F, Review Notes Linked to an Index or Indices filed by Morgan Stanley dated December 7, 2006

Morgan Stanley

1585 Broadway

New York, NY 10036

Ladies and Gentlemen:

     We have acted as tax counsel for Morgan Stanley (the “Company”) in connection with the preparation and filing of a form of prospectus supplement for:

• Global Medium-Term Notes, Series F, Leveraged Index-Linked Securities Linked to an Index or a Basket of Indices filed by Morgan Stanley dated December 1, 2006;

• Global Medium-Term Notes, Series F, Principal Protected Notes Linked to an Index or a Basket of Indices filed by Morgan Stanley dated December 1, 2006;

• Global Medium-Term Notes, Series F, Leveraged Index-Linked Securities Linked to an Index or a Basket of Indices filed by Morgan Stanley dated December 7, 2006;

• Global Medium-Term Notes, Series F, Principal Protected Notes Linked to an Index or a Basket of Indices filed by Morgan Stanley dated December 7, 2006; and

• Global Medium-Term Notes, Series F, Review Notes Linked to an Index or Indices filed by Morgan Stanley dated December 7, 2006

(collectively, the “Prospectus Supplements”) supplementing the registration statement on Form S-3, including the prospectus dated January 25, 2006 (the “Prospectus”), for the purpose of

Morgan Stanley 2 December 7, 2006

registering under the Securities Act of 1933, as amended (the “Securities Act”), the issuance from time to time of the Company’s Series F Global Medium-Term Notes, Leveraged Index-Linked Securities Linked to an Index or a Basket of Indices, Series F Global Medium-Term Notes, Principal Protected Notes Linked to an Index or a Basket of Indices and Series F Global Medium-Term Notes, Review Notes Linked to an Index or Indices.

     We have reviewed the discussions set forth under the caption “United States Federal Taxation” in the Prospectus Supplements and the Prospectus, and are of the opinion that such discussions are accurate subject to the conditions and limitations set forth therein.

     We are members of the Bar of the State of New York. The foregoing opinion is based upon and limited to the United States federal tax law 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 Taxation” in the Prospectus Supplements. The issuance of such consent does not concede that we are an “Expert” for the purposes of the Securities Act.

Very truly yours,

/s/ Davis Polk & Wardwell