Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  SHEAR NEAL A
 2. Date of Event Requiring Statement (Month/Day/Year)
05/16/2005		 3. Issuer Name and Ticker or Trading Symbol
MORGAN STANLEY [MWD]
(Last)
(First)
(Middle)
MORGAN STANLEY, 1585 BROADWAY		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Business Unit Head
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10036		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 486,832
D
 
Common Stock 10,778.349
I
By 401(k) Plan/ESOP Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   (1) 01/02/2008 Common Stock 7,884 $ 26.92 D  
Employee Stock Option (Right to Buy)   (2) 01/02/2008 Common Stock 1,484 $ 102.88 D  
Employee Stock Option (Right to Buy)   (3) 01/02/2008 Common Stock 31,828 $ 39.28 D  
Employee Stock Option (Right to Buy)   (4) 01/02/2008 Common Stock 1,788 $ 60.16 D  
Employee Stock Option (Right to Buy)   (5) 01/02/2009 Common Stock 44,972 $ 35.65 D  
Employee Stock Option (Right to Buy)   (6) 01/02/2010 Common Stock 45,364 $ 60.14 D  
Employee Stock Option (Right to Buy)   (7) 01/02/2011 Common Stock 64,712 $ 65.34 D  
Employee Stock Option (Right to Buy)   (8) 01/02/2012 Common Stock 170,317 $ 57.03 D  
Employee Stock Option (Right to Buy)   (9) 01/02/2013 Common Stock 63,443 $ 42.56 D  
Employee Stock Option (Right to Buy)   (10) 01/02/2014 Common Stock 177,195 $ 55.45 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SHEAR NEAL A
MORGAN STANLEY
1585 BROADWAY
NEW YORK, NY 10036		       Business Unit Head

Signatures

/s/ Neal A. Shear 05/20/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Options become exercisable upon vesting. The award is fully exercisable: 75% of the award vested on January 2, 1998 and the remaining 25% vested ratably each year on January 2 over the next five years.
(2) Options become exercisable upon vesting. The award is fully exercisable: 100% of the award vested on the grant date (August 22, 2000). Restoration options granted in connection with exercise of previously granted options.
(3) Options become exercisable upon vesting. The award is fully exercisable: 100% of the award vested on the grant date (June 3, 1998). Restoration options granted in connection with exercise of previously granted options.
(4) Options become exercisable upon vesting. The award is fully exercisable: 100% of the award vested on the grant date (November 12, 1999). Restoration options granted in connection with exercise of previously granted options.
(5) Options become exercisable upon vesting. The award is fully exercisable: 75% of the award vested on January 2, 1999 and the remaining 25% vested ratably each year on January 2 over the next five years.
(6) Options become exercisable upon vesting. The award is fully exercisable: 75% of the award vested on January 2, 2000 and the remaining 25% vested on January 2, 2005.
(7) Options become exercisable upon vesting. The award is fully exercisable: 100% of the award vested on January 2, 2003.
(8) Options become exercisable upon vesting. The award is fully exercisable: 100% of the award vested on January 2, 2004.
(9) Options become exercisable upon vesting. The award is fully exercisable: 100% of the award vested on January 2, 2005.
(10) Options become exercisable upon vesting. 50% of the award will vest on January 2, 2006 and 50% will vest on January 2, 2007.

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