SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PURCELL PHILIP J

(Last)

(First)

(Middle)

MORGAN STANLEY

1585 BROADWAY

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MORGAN STANLEY [ MWD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman of the Board and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/04/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/23/2004		G⁽¹⁾	V	357,400	D	$0	3,140,244	D
Common Stock	12/23/2004		G	V	27,422	D	$0	3,112,822	D
Common Stock	01/03/2005		G	V	10,853	D	$0	3,101,969	D
Common Stock	01/04/2005		F		113,417	D	$55.44	2,988,552	D
Common Stock	01/04/2005		M		157,796	A	$29.56	3,146,348	D
Common Stock								15,304	I	By 401(k) Plan/ESOP Trust
Common Stock	12/30/2004		G⁽²⁾	V	451	D	$0	5,245	I	By Child
Common Stock	01/03/2005		G	V	647	A	$0	5,892	I	By Child
Common Stock	12/23/2004		G	V	357,400	A	$0	357,400	I	By Family Limited Liability Co
Common Stock	12/30/2004		G	V	3,608	A	$0	361,008⁽³⁾	I	By Family Limited Liability Co⁽³⁾
Common Stock	12/30/2004		G⁽⁴⁾	V	451	D	$0	44,911	I	By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restoration Option (Right to Buy)	$29.56	01/04/2005		M			157,796	12/31/1997	01/19/2005	Common Stock	157,796	$0	0	D

Explanation of Responses:

1. The Reporting Person contributed shares of common stock ("Shares") as part of an estate planning transaction to a family limited liability company ("LLC") in exchange for the managing and non-voting interests in the LLC.

2. The Reporting Person's non-emancipated child contributed Shares to the LLC in exchange for a proportionate amount of voting inter ests in the LLC.

3. Members of the LLC include the Reporting Person, his spouse, his non-emancipated child and his economically emancipated children. 2,706 Shares were contributed to the LLC by the Reporting Person's economically emancipated children in exchange for a proportionate amount of voting interests in the LLC. As manager of the LLC, the Reporting Person may be deemed to beneficially own Shares that are contributed to the LLC by the Reporting Person and his immediate family members sharing the same household.The Reporting Person disclaims ownership of Shares held by the LLC except to the extent of his pecuniary interest therein.

4. The Reporting Person's spouse contributed Shares to the LLC in exchange for a proportionate amount of voting interests in the LLC .

Remarks:

	Charlene R. Herzer, Attorney-In-Fact	01/06/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.