Morgan Stanley BRIDGES S&P Midcap 400 Index due 7/30/2009 (MCB)

Morgan Stanley, Medium-Term Notes, Series C, Senior Fixed Rate Notes, Redeemable BRoad InDex Guarded Equity-linked Securities (BRIDGES), due 7/30/2009, based on the value of the S&P MidCap 400 Index and issued in $10 denominations. The BRIDGES pay no interest. At maturity the BRIDGES will pay a minimum of the $10 principal amount plus a supplemental amount based on the increase, if any, in the AVERAGE value of the S&P MidCap 400 Index above the 414.05 initial value of the index. The final average value of the index is the average of the index on 1/30/04, 1/30/05, 1/30/06, 1/30/07, 1/30/08, 1/30/09 and 7/28/09. The BRIDGES are senior unsecured debt securities of Morgan Stanley and will rank equally with all other senior unsecured debt of the company.