Bond Morgan Stanleigh 0% ( US61746B7753 ) in USD

Issuer Morgan Stanleigh
Market price 100 %  ▲ 
Country  United States
ISIN code  US61746B7753 ( in USD )
Interest rate 0%
Maturity 07/10/2005 - Bond has expired



Prospectus brochure of the bond MORGAN STANLEY US61746B7753 in USD 0%, expired


Minimal amount /
Total amount /
Detailed description Morgan Stanley is a leading global financial services firm offering investment banking, wealth management, investment management, and securities services to individuals, corporations, and governments worldwide.

The Bond issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US61746B7753, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 07/10/2005







Information Memorandum
MORGAN STANLEY
(Issuer of Rule 144A Warrants and Guarantor of Regulation S Warrants and Unitary Warrants)
(incorporated in Delaware, U.S.A.)
and
MSDW ASIA SECURITIES PRODUCTS LLC
(Issuer of Regulation S Warrants and Unitary Warrants)
(incorporated with limited liability in the Cayman Islands)
Guaranteed by
MORGAN STANLEY
Warrant Programme
This Information Memorandum supersedes the Information Memorandum dated March 20, 2003, and any other previous information memorandum in respect of
the warrant programme under which MSDW Asia Securities Products LLC issued warrants guaranteed by Morgan Stanley. Any Warrants (as defined below) issued
on or after the date of this Information Memorandum are issued subject to the provisions described herein. The publication of this Information Memorandum does
not affect any Warrants issued before the date of this Information Memorandum.
Under the terms of this Warrant Programme (the Programme), MSDW Asia Securities Products LLC (MSDWASP or the Regulation S Issuer) may from time to
time issue warrants (Regulation S Warrants) of any kind including, but not limited to, warrants relating to a specified index or a basket of indices (together Index
Warrants) or a specified share or a basket of shares (together Share Warrants). MSDWASP's obligations as issuer of the Regulation S Warrants and the Unitary
Warrants as defined below) under each series of Warrants will be guaranteed by Morgan Stanley (in such role, the Guarantor) under the master guarantee dated
November 27, 2003 (the Master Guarantee). Each series of Regulation S Warrants will be issued on the terms set out herein which are relevant to such Warrants
under "Terms and Conditions of the Regulation S Warrants" (the Regulation S Warrant Conditions) and on such additional terms as may be set out in a pricing
supplement (a Regulation S Warrant Pricing Supplement). In addition, under the terms of this Programme, Morgan Stanley (in such role, the Rule 144A Issuer)
may from time to time issue warrants (Rule 144A Warrants) that are Share Warrants. Each series of Rule 144A Warrants will be issued on the terms set out herein
which are relevant to such Warrants under "Terms and Conditions of the Rule 144A Warrants" (the Rule 144A Warrant Conditions) and on such additional terms
as may be set out in a pricing supplement (a Rule 144A Warrant Pricing Supplement). In addition, under the terms of this Programme, MSDWASP (in such role,
the Unitary Warrant Issuer, together with the Rule 144A Issuer, the Issuers, and each an Issuer) may from time to time issue warrants (Unitary Warrants,
together with the Regulation S Warrants and the Rule 144A Warrants, the Warrants, and each a Warrant) that are Share Warrants. Each series of Unitary Warrants
will be issued on the terms set out herein which are relevant to such Warrants under "Terms and Conditions of the Unitary Warrants" (the Unitary Warrant
Conditions, together with the Regulation S Warrant Conditions and the Rule 144A Warrant Conditions, the Conditions) and on such additional terms as may be
set out in a pricing supplement (a Unitary Warrant Pricing Supplement, together with the Regulation S Warrant Pricing Supplement and the Rule 144A Warrant
Pricing Supplement, the Pricing Supplements and each a Pricing Supplement).
The Regulation S Issuer has a right of substitution as set out in Condition 14 of the Regulation S Warrant Conditions.
Pro forma descriptions of the Regulation S Warrant Pricing Supplement, the Rule 144A Warrant Pricing Supplement and the Unitary Warrant Pricing Supplement
are set out herein on pages 19 to 24, 58 to 67 and 93 to 103, respectively. A Pricing Supplement for an issue of Warrants will specify, inter alia, the specific
designation of the Warrants, the aggregate number and type of the Warrants, the date of issue of the Warrants, the issue price, the strike price, the underlying
asset to which the Warrants relates, the exercise period or exercise date and certain other terms relating to the offering and sale of the Warrants. The applicable
Pricing Supplement supplements the relevant Conditions and may specify other terms and conditions which shall, to the extent so specified or to the extent
inconsistent with the relevant Conditions, supplement, replace or modify the relevant Conditions. The Pricing Supplement relating to a series of Warrants will be
attached to, or endorsed upon, the Global Warrant (as defined below) representing such Warrants.
The Regulation S Warrants and the Master Guarantee have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the
Securities Act), or the securities laws of any state in the United States. The Regulation S Warrants and the Master Guarantee may not be offered, sold or delivered
at any time, directly or indirectly, within the United States nor to, nor for the account or benefit of, U.S. persons (as such term is defined in Regulation S under
the Securities Act (Regulation S)) nor may any U.S. persons at any time trade or maintain a position in the Regulation S Warrants. The Regulation S Warrants
may only be offered and sold to non-U.S. persons in offshore transactions as defined in, and in reliance on, Regulation S. See "Notice to Purchasers and Holders
of Warrants and Selling Restrictions" and "Offering and Sale".
The Rule 144A Warrants and the Unitary Warrants have not been, and will not be, registered under the Securities Act, or the securities laws of any state in the
United States. The Rule 144A Issuer may offer, sell or deliver Rule 144A Warrants to, or for the account of or benefit of, U.S. persons that are qualified institutional
buyers (each a QIB) as defined in Rule 144A under the Securities Act (Rule 144A) purchasing for their own account or for the account or benefit of QIBs. The
Unitary Warrant Issuer may offer, sell or deliver Unitary Warrants (a) to, or for the account of or benefit of, U.S. persons that are QIBs and are also qualified
purchasers (each a QP) within the meaning of Section 3(c)(7) and as defined in Section 2(a)(51)(A) of the United States Investment Company Act of 1940, as
amended (the 1940 Act) purchasing for their own account or for the account or benefit of QIBs who are also QPs or (b) outside the United States to a purchaser
that is not a U.S. person in an offshore transaction in compliance with Regulation S. Each purchaser of Rule 144A Warrants or Unitary Warrants being offered to,
or for the account or benefit of a U.S. person is hereby notified that the offer and sale of such Rule 144A Warrants and Unitary Warrants is being made in reliance
upon an exemption from the registration requirements of the Securities Act. The Rule 144A Warrants may be resold only to U.S. persons who are QIBs in compliance
with Rule 144A or to the Rule 144A Issuer or its affiliates. Purchasers of the Unitary Warrants must make certain written representations regarding subsequent
transfers of the Unitary Warrants in the form enclosed herein. See "Notice to Purchasers and Holders of Warrants and Selling Restrictions" and "Offering and Sale".
Exercise of the Regulation S Warrants will be conditional upon certification that neither the holder of a Warrant nor its beneficial owner is a U.S. person or is located
in the United States. See "Regulation S Warrant Conditions".
Furthermore, neither the sale of nor trading in warrants which relate to currencies, commodity prices, indices or interest rates has been approved by the United
States Commodities Futures Trading Commission under the United States Commodity Exchange Act, as amended. Regulation S Warrants related to currencies,
commodity prices, indices or interest rates may only be offered, sold or delivered at any time, directly or indirectly, outside the United States or to, or for the
account or benefit of, non-U.S. persons, and U.S. persons may not trade or maintain a position in such Regulation S Warrants.
The Terms and Conditions of the Rule 144A Warrants and the Unitary Warrants are in respect of Share Warrants that are cash settled. The terms and conditions
in respect of other types of Rule 144A Warrants or Unitary Warrants will be set out in the applicable Rule 144A Warrant Pricing Supplement or Unitary Warrant
Pricing Supplement.
Each series of Warrants will entitle the holder thereof (on due exercise and subject to certification, where appropriate) to receive a cash amount (if any) calculated
in accordance with the relevant terms or, in the case of Regulation S Warrants, to receive physical delivery of the underlying assets against payment of a specified
sum, all as set forth herein and in the applicable Pricing Supplement.
Application may be made for any series of Regulation S Warrants to be issued under the Programme to be listed on either the Luxembourg Stock Exchange, the
Cayman Islands Stock Exchange and/or any other stock exchange(s) and for any series of Rule 144A Warrants or Unitary Warrants to be issued under the
Programme to be listed on either the Luxembourg Stock Exchange and/or any other stock exchange(s) within 12 months of the date hereof. The applicable Pricing
Supplement will specify whether or not the Warrants are to be listed on the Luxembourg Stock Exchange, the Cayman Islands Stock Exchange and/or any other
stock exchange(s). The Regulation S Issuer may also issue unlisted Regulation S Warrants.
Each series of the Regulation S Warrants will be represented by a global warrant (a Regulation S Global Warrant). Each series of the Rule 144A Warrants will
be represented by a global warrant (a Rule 144A Global Warrant). Each series of the Unitary Warrants will be represented by a global warrant (a Unitary Warrant
Global Warrant, together with the Regulation S Global Warrants and the Rule 144A Global Warrants, the Global Warrants and each a Global Warrant). The Global
Warrants will be issued and deposited with a common depositary for Euroclear Bank S.A./N.V., as operator of the Euroclear System (Euroclear) and/or
Clearstream Banking, socie´te´ anonyme (Clearstream, Luxembourg), or with a common depositary for any additional or alternative clearing system which is
specified in the applicable Pricing Supplement, on the date of issue of the relevant Warrants. Except as specified herein and in the applicable Pricing Supplement,
definitive Warrants will not be issued.
Rule 144A Warrants and Unitary Warrants sold in the United States or to, or for the account or benefit of, U.S. persons will, unless otherwise specified in the
applicable Rule 144A Pricing Supplement or Unitary Warrant Pricing Supplement, be sold through Morgan Stanley & Co. Incorporated, a broker dealer registered
under the Securities Exchange Act of 1934, as amended (the Securities Exchange Act).
Prospective purchasers of Warrants should ensure that they understand the nature of the relevant series of Warrants and the extent of their exposure
to risks and should consider the suitability of the relevant series of Warrants as an investment in light of their own circumstances and financial
condition. Warrants involve a high degree of risk, including the risk of expiring worthless. Potential investors should be prepared to sustain a total
loss of the purchase price of their Warrants. See "Risk Factors Relating to the Warrants".
MORGAN STANLEY & CO. INTERNATIONAL LIMITED
(as Manager)
Dated November 27, 2003


This Information Memorandum includes information given in compliance with the listing rules of the
Luxembourg Stock Exchange and the listing rules of the Cayman Islands Stock Exchange. Subject
as set out herein, each of the Issuers accepts full responsibility for the accuracy of the information
contained in this Information Memorandum in relation to itself and the Warrants and the Guarantor
accepts full responsibility for the accuracy of the information contained in this Information
Memorandum in relation to itself. To the best of the knowledge and belief of MSDWASP and the
Guarantor (in relation to issues of Regulation S Warrants and Unitary Warrants) and the Rule 144A
Issuer (in relation to issues of Rule 144A Warrants) (each of which has made reasonable enquiry),
there are no facts the omission of which would make any statement within this Information
Memorandum, as at the date hereof, misleading.
A Pricing Supplement will (if applicable) specify the nature of the responsibility taken by the relevant
Issuer and the Guarantor, if applicable, for the information contained in such Pricing Supplement
relating to the underlying assets to which the relevant series of Warrants relate. However, unless
otherwise expressly stated in the applicable Pricing Supplement, any information contained therein
relating to the underlying assets to which the Warrants relate will only consist of extracts from or
summaries of information that are publicly available. Unless otherwise expressly stated in the
applicable Pricing Supplement, the relevant Issuer and the Guarantor, if applicable, accept
responsibility for accurately reproducing and/or summarising such extracts or summaries (insofar
as it is applicable) but do not accept any further or other responsibility in respect of such
information.
The Luxembourg Stock Exchange and the Cayman Islands Stock Exchange take no responsibility for
the contents of this Information Memorandum, make no representations as to its accuracy or
completeness and expressly disclaim any liability whatsoever for any loss arising from or in reliance
upon any part of this Information Memorandum.
No person is authorised to give any information or to make any representation not contained in or
not consistent with this Information Memorandum, the applicable Pricing Supplement or any other
information supplied in connection with the Programme and, if given or made, such information or
representation must not be relied upon as having been authorised by the relevant Issuer, the
Guarantor, if applicable, any manager of an issue of Warrants (as applicable to such series of
Warrants, the Manager and, if more than one, the Managers, and each a Manager, the first
Manager being Morgan Stanley & Co. International Limited (MSIL)) or the Calculation Agent (if any)
(as described in the applicable Pricing Supplement). The Manager(s), if any, in relation to an issue
of Warrants will be specified in the applicable Pricing Supplement.
This Information Memorandum does not constitute an offer of, or invitation by or on behalf of, the
Issuers, the Guarantor or any Manager to subscribe for or purchase any Warrants. The distribution
of this Information Memorandum and the offering of Warrants in certain jurisdictions may be
restricted by law. Persons into whose possession this Information Memorandum comes are required
by the Issuers and the Guarantor and any Manager to inform themselves about and to observe any
such restrictions. For a description of certain further restrictions on offers and sales of the
Warrants and on the distribution of this Information Memorandum, see "Offering and Sale" beginning
on page 157.
This Information Memorandum is to be read and construed in conjunction with any amendment or
supplement hereto, with any applicable Pricing Supplement and with all documents which are
deemed to be incorporated herein by reference from time to time (see "Documents Incorporated by
Reference" on page 8).
The Warrants create options exercisable by the relevant holder. There is no obligation upon any
holder to exercise such Warrant nor, in the absence of such exercise, any obligation upon the
relevant Issuer to pay any amount to any holder of a Warrant (unless a Warrant is subject to
automatic exercise and is in-the-money from the point of view of the holder of such Warrant upon
- 2 -


expiry). The Warrants will be exercised or exercisable in the manner set forth herein and in the
applicable Pricing Supplement. Upon exercise, in order to receive payment of any amount due under
a Regulation S Warrant, or in the case of Regulation S Warrants that are Physical Delivery Warrants
(as defined in Condition 19 of the Regulation S Warrant Conditions) the delivery of an underlying
asset, the holder of a Regulation S Warrant will be required to certify (in accordance with the
provisions outlined in "Notice to Purchasers and Holders of Warrants and Selling Restrictions"
below) that it is located outside the United States and not a U.S. person. Upon transfer or exchange
of a Regulation S Warrant, the holder of a Regulation S Warrant will be deemed to acknowledge,
represent and agree that the transfer or exchange, as the case may be, is being made to a person
located outside the United States and not a U.S. person who acquired the right to such transfer or
exchange in a transaction exempt from the registration requirements of the Securities Act. Upon
transfer or exchange of a Rule 144A Warrant, the holder of a Rule 144A Warrant will be deemed to
acknowledge, represent and agree that the transfer or exchange, as the case may be, is being
made to a person whom the transferor (or, with respect to an exchange, the holder) of a Rule 144A
Warrant reasonably believes is a QIB. Upon transfer of a Unitary Warrant, the holder of a Unitary
Warrant will acknowledge or be deemed to acknowledge, represent and agree that the transfer or
exchange, as the case may be, is being made (a) to a person whom the transferor (or with respect
to an exchange, the holder) of a Unitary Warrant reasonably believes is a QIB and a QP or (b) a
non-U.S. person outside the United States. Under the Master Subscription Agreement between the
Issuers and MSIL dated November 27, 2003 (the Master Subscription Agreement) it is envisaged
that MSIL will act as Manager for issues of Regulation S Warrants but Regulation S Warrants may
be issued without a Manager, to MSIL as the sole Manager or to MSIL and another Manager or
Managers on a syndicated basis. Also, in certain circumstances, another company which is a
subsidiary or parent of the Regulation S Issuer or any subsidiary of any such parent may be
substituted as the principal obligor under the Regulation S Warrants. See Condition 14 of the
Regulation S Warrant Conditions. MSIL shall act as Manager of the underwritten offerings of Rule
144A Warrants and Unitary Warrants, pursuant to the Master Subscription Agreement.
The Issuers, the Guarantor, or any Manager or any affiliates of any of them may hold, retain, buy
or sell Shares (as defined in Condition 18 of the Regulation S Warrant Conditions and Condition 16
of the Rule 144A Warrant Conditions and Unitary Warrant Conditions, respectively) and may hold,
retain, buy or sell the Warrants of each series and/or enter into transactions relating thereto or
derived therefrom, from time to time, in such amounts, with such purchasers and/or counterparties
and at such prices (including at different prices) and on such terms as any such entity may
determine as part of its business and/or any hedging transactions in connection with the
arrangements described in this document or otherwise. There is no obligation upon the relevant
Issuer or any Manager to sell all of the Warrants of any series. The Warrants of any series may be
offered or sold from time to time in one or more transactions in the over-the-counter market or
otherwise at prevailing market prices or in negotiated transactions, at the discretion of the relevant
Issuer and/or the Manager(s), as the case may be. In addition, each Issuer or the Guarantor or any
Manager or any affiliate of any of them may enter into arrangements with the Share Companies
and/or the Basket Companies (as defined in Condition 18 of the Regulation S Warrant Conditions
and Condition 16 of the Rule 144A Warrant Conditions and Unitary Warrant Conditions, as the case
may be) the effect or consequence of which may be to affect the price of the Shares and/or the
Warrants or which otherwise may have an effect on the Shares, the Share Companies, the Basket
Companies and/or the Warrants.
No Manager has separately verified the information contained herein or in any applicable Pricing
Supplement. Accordingly, no representation, warranty or undertaking, express or implied, is made
and no responsibility is accepted by any Manager as to the accuracy or completeness of the
information contained in this Information Memorandum or in any applicable Pricing Supplement or
any other information provided by the relevant Issuer or the Guarantor. Except as specified by such
- 3 -


Manager, no Manager accepts any liability in relation to the information contained in this Information
Memorandum or in any applicable Pricing Supplement or any other information provided by the
relevant Issuer and/or the Guarantor in connection with the Programme or any applicable Pricing
Supplement.
Neither this Information Memorandum nor any other information supplied in connection with the
Programme (i) is intended to provide the basis of any credit or other evaluation or (ii) should be
considered as a recommendation by the relevant Issuer, the Guarantor or any Manager that any
recipient of this Information Memorandum (or any other information supplied in connection with the
Programme) should purchase any Warrants. Each investor contemplating purchasing any Warrants
should make its own independent investigation of the financial condition and affairs, and its own
appraisal of the creditworthiness, of the relevant Issuer and/or the Guarantor, as applicable.
Investors should review, inter alia, the most recently published Annual Report of the Rule 144A
Issuer or the Guarantor, as applicable, and the other documents relating to the Regulation S Issuer,
the Rule 144A Issuer or the Guarantor, as applicable, referred to herein under "Documents
Incorporated by Reference" when deciding whether or not to purchase any Warrants. Neither this
Information Memorandum nor any other information supplied in connection with the Programme
constitutes an offer or an invitation by or on behalf of the relevant Issuer, the Guarantor and/or any
Manager or any other person to subscribe for or to purchase any Warrants.
The delivery of this Information Memorandum does not at any time imply that the information
contained herein concerning the relevant Issuer and/or the Guarantor is correct at any time
subsequent to the date hereof (save for information contained in the documents incorporated by
reference, but in that case only as at the date of that information expressed therein) or that any
other information supplied in connection with the Programme is correct as of any time subsequent
to the date indicated in the document containing the same. No Manager undertakes to review the
financial condition or affairs of the relevant Issuer and/or the Guarantor during the life of the
Programme.
In connection with any issue of Warrants or otherwise, the relevant Issuer and/or Guarantor and/or
any of their respective subsidiaries may acquire and/or maintain positions in the underlying assets
relating to such Warrants but neither of the Issuers nor the Guarantor nor any of their respective
affiliates will have any obligation to acquire or maintain any such positions.
The Issuers and the Guarantor have not investigated, and do not have access to information that
would permit them to ascertain, whether any company that has issued equity, debt or other
instruments to which any Warrants relate is a passive foreign investment company for U.S. tax
purposes. Prospective investors in any Warrants that are U.S. taxpayers should consult their own
advisers concerning U.S. tax considerations relevant to an investment in such Warrants.
This Information Memorandum has been prepared by the Issuers solely for use in connection with
the offering of the Warrants. The Issuers and the Managers reserve the right to reject any offer to
purchase, in whole or in part, for any reason, or to sell less than all the Warrants. This Information
Memorandum is personal to each offeree who received it from a Manager and does not constitute
an offer to any other person or to the public in general to subscribe for or otherwise acquire the
Warrants. Distribution of this Information Memorandum to any person other than the offeree and
those persons, if any, retained to advise such offeree in connection with its purchase of the
Warrants is unauthorized, and any disclosure of any of its contents, without the prior written
consent of the relevant Issuer is prohibited. Each offeree, by accepting delivery of this Information
Memorandum, agrees to the foregoing and to make no photocopies of this Information
Memorandum, and, if the offeree does not purchase the Warrants or the placement is terminated
for any reason, to return this Information Memorandum to Morgan Stanley & Co International
Limited, 25 Cabot Square, Canary Wharf, London E14 4QA, United Kingdom. Copies of the
documents referred to herein may be obtained by writing to the above address or calling (44) 020
7425 8000.
- 4 -


Notwithstanding anything herein to the contrary, except as reasonably necessary to comply with
applicable securities laws, the offeree (and each employee, representative, or other agent of the
offeree) may disclose to any and all persons, without limitation of any kind, the tax treatment and
tax structure of the offering and all materials of any kind (including opinions and other tax analyses)
that are provided to the offeree relating to such tax treatment and tax structure. For this purpose,
"tax structure" means any facts relevant to the U.S. federal income tax treatment of the offering
but does not include information relating to the identity of the Issuers.
The United States Securities and Exchange Commission (the Commission) and state securities
regulators have not approved or disapproved these securities, or determined if this Information
Memorandum is truthful or complete. Any representation to the contrary is a criminal offence.
The Warrants are subject to restrictions on transferability and resale. Warrantholders may not
transfer or resell the Warrants except as permitted under the transfer restrictions described in this
Information Memorandum and under the Securities Act and applicable state securities laws.
Warrantholders may be required to bear the financial risks of an investment in these securities for
an indefinite period of time.
In this Information Memorandum, references to U.S. Dollars, U.S.$, $, Dollars and cents are to the
lawful currency of the United States of America.
Notice to New Hampshire Residents
Neither the fact that a registration statement or an application for a license has been filed
under Chapter 421-B with the State of New Hampshire nor the fact that a security is
effectively registered or a person is licensed in the State of New Hampshire constitutes a
finding by the Secretary of State of New Hampshire that any document filed under RSA
421-B is true, complete and not misleading. Neither any such fact nor the fact that an
exemption or exception is available for a security or a transaction means that the
Secretary of State has passed in any way upon the merits of qualifications of, or
recommended or given approval to, any person, security or transaction. It is unlawful to
make, or cause to be made, to any prospective purchaser, customer, or client any
representation inconsistent with the provisions of this paragraph.
- 5 -


TABLE OF CONTENTS
Page
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Documents Incorporated by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Risk Factors Relating to the Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Form of Regulation S Warrant Pricing Supplement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Terms and Conditions of the Regulation S Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Form of Rule 144A Warrant Pricing Supplement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Terms and Conditions of the Rule 144A Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
Form of Unitary Warrant Pricing Supplement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
Terms and Conditions of the Unitary Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .104
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129
Form of Master Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 130
Information on the Regulation S and the Unitary Warrant Issuer . . . . . . . . . . . . . . . . . . . . . . 134
Information on the Rule 144A Issuer/Guarantor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136
United States Taxation for Rule 144A Warrants and Unitary Warrants . . . . . . . . . . . . . . . . . . 142
Cayman Islands Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145
ERISA Considerations for Rule 144A Warrants and Unitary Warrants . . . . . . . . . . . . . . . . . . . 146
Notice to Purchasers and Holders of Warrants and Selling Restrictions . . . . . . . . . . . . . . . . 148
Book-Entry Clearance Systems . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 156
Offering and Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 157
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 160
- 6 -


AVAILABLE INFORMATION
Morgan Stanley (as Guarantor and Rule 144A Issuer) is subject to the informational requirements
of the Securities Exchange Act and, in accordance therewith, files reports and other information
with the Commission. Such reports and other information concerning Morgan Stanley can be
inspected and copied at the public reference facilities maintained by the Commission in the Public
Reference Room, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, or at its regional
offices in New York, New York and Chicago, lllinois. Copies of such material can be obtained from
the Public Reference Room of the Commission at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, at prescribed rates. Information on the operation of the Public Reference Room may
be obtained by calling the Commission at 1-800-SEC-0330. The Commission maintains a Web site
that contains reports, proxy and information statements and other materials that are filed through
the Commission's Electronic Data Gathering Analysis and Retrieval System, EDGAR. The Web site
can be accessed at http://www.sec.gov. In addition, similar information concerning Morgan Stanley
can be inspected at the New York Stock Exchange, Inc., 20 Broad Street, New York, New York
10005.
- 7 -


DOCUMENTS INCORPORATED BY REFERENCE
The following documents shall be deemed to be incorporated in, and to form part of, this
Information Memorandum:
(a)
any supplements to this Information Memorandum circulated by the relevant Issuer from time
to time;
(b)
(i)
the most recent Annual Report of Morgan Stanley (as Guarantor and Rule 144A Issuer) on
Form 10-K (the Annual Report);
(ii)
any Quarterly Reports of Morgan Stanley (as Guarantor and Rule 144A Issuer) on Form
10-Q filed with the Commission since the date of the most recent Annual Report;
(iii)
any Current Reports of Morgan Stanley (as Guarantor and Rule 144A Issuer) on Form 8-K
filed with the Commission since the date of the most recent Annual Report; and
(iv)
such reports and subsequent reports of Morgan Stanley (as Guarantor and Rule 144A
Issuer) filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act on or prior to the completion of the distribution of the Warrants
under the Programme.
Any statement contained herein or in a document which is incorporated by reference herein shall
be deemed to be modified or superseded for the purpose of this Information Memorandum to the
extent that a statement contained in any such subsequent document which is deemed to be
incorporated by reference herein (or in a supplement hereto) modifies or supersedes such earlier
statement (whether expressly, by implication or otherwise). As used in this document and unless
otherwise provided in this document, the terms "Information Memorandum" and "herein" mean this
Information Memorandum, including the documents incorporated or deemed to be incorporated
herein by reference, as the same may be amended, supplemented or otherwise modified from time
to time. Statements contained in this Information Memorandum as to the contents of any contract
or other document referred to herein do not purport to be complete, and, where reference is made
to the particular provisions of such contract or other document, such provisions are qualified in all
respects by reference to all of the provisions of such contract or other document.
The Issuers will provide, without charge, to each person to whom a copy of this Information
Memorandum has been delivered, upon the request of such person, a copy of any or all of the
documents (excluding exhibits) deemed to be incorporated herein by reference (save that a Pricing
Supplement relating to an unlisted Warrant will only be available for inspection by a holder of such
Warrant and such holder must produce evidence satisfactory to the applicable Issuer as to the
identity of the holder) unless such documents have been modified or superseded as specified
above. Requests for such documents should be directed to Morgan Stanley Dean Witter Asia
Limited (the Principal Warrant Agent) at its office set out at the end of this Information
Memorandum. In addition, such documents (relating to listed Rule 144A Warrants and listed Unitary
Warrants) will be available free of charge from the principal office in Luxembourg of Dexia Banque
Internationale a` Luxembourg (the Luxembourg Listing Agent) at its office set out at the end of this
Information Memorandum.
- 8 -


RISK FACTORS RELATING TO THE WARRANTS
Words and expressions defined in the applicable Conditions shall, save where the context otherwise
requires, have the same meaning when used in this section.
Prior to making an investment decision, prospective investors should carefully consider, along with
the other matters set out in this Information Memorandum, the following investment considerations.
Structured securities such as the Warrants are sophisticated instruments, can involve a high degree
of risk and are intended for sale only to those investors capable of understanding the risks entailed
in such instruments. If in doubt potential investors are strongly recommended to consult with their
financial advisers before making any investment decision.
RISK FACTORS RELATING TO THE WARRANTS
General
The purchase of the Warrants involves certain risks. This Information Memorandum is issued with
the intention that it will be read, and the Warrants will be purchased, only by corporations,
partnerships and other entities or individuals having such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of an investment in the
Warrants, who are experienced in investing in derivative instruments and who are familiar with
secondary market trading in instruments such as the Warrants. Investors should conduct such
independent investigation and analysis regarding the Warrants and the other assets on which the
obligations of the relevant Issuer (and in the case of Regulation S Warrants, the Guarantor), to which
the value of the Warrants relate as they deem appropriate.
Risk of Loss of Investments
Prospective purchasers of Warrants are warned that the price of the Warrants may fall in value as
rapidly as it may rise. Prospective purchasers should recognise that their Warrants may expire
worthless and, therefore, prospective purchasers should be prepared to sustain a total loss of the
purchase price of their Warrants.
The risk of the loss of some or all of the purchase price of a Warrant upon expiration means that,
in order to recover and realise a return upon his/her investment, a purchaser of a Warrant must
generally have correctly anticipated the direction, timing and magnitude of an anticipated change
in the value of the relevant assets underlying the Warrant which may be specified in the applicable
Pricing Supplement.
In the case of Regulation S Warrants, fluctuations in the value of the relevant index or basket of
indices will affect the value of Index Warrants. Fluctuations in the price of the relevant share or value
of the basket of shares will affect the value of Share Warrants. Purchasers of Warrants risk losing
their entire investment if the value of the relevant underlying basis of reference does not move in
the anticipated direction. Prospective purchasers should therefore ensure that they understand the
nature of the Warrants and carefully study the special considerations set out in this document
before they invest in the Warrants.
- 9 -


Value of Assets Underlying a Warrant
The price and/or value of the assets underlying a Warrant may be influenced by the political,
financial and economic stability of the country and/or region in which the issuer of, or obligor in
respect of such assets is incorporated or has its principal place of business or of the country in
the currency of which the assets underlying a Warrant is denominated. The price of the assets
underlying a Warrant may be subject to sudden fluctuations and declines.
Illiquid Market
The Warrants may be very illiquid and no secondary market may develop in respect of the Warrants.
Even if there is a secondary market for the Warrants, it is not likely to provide significant liquidity.
If the Warrants are not listed or traded on any exchange, pricing information for the Warrants may
be more difficult to obtain and the liquidity of the Warrants may be adversely affected. To the extent
Warrants of a particular issue are exercised, the number of Warrants of such issue outstanding will
decrease, resulting in a diminished liquidity for the remaining Warrants of such issue. A decrease
in the liquidity of an issue of Warrants may cause, in turn, an increase in the volatility associated
with the price of such issue of Warrants.
Each Issuer and any Manager may, but is not obliged to, at any time purchase Warrants at any price
in the open market or by tender or private treaty. Any Warrants so purchased may be held or resold
or surrendered for cancellation. A Manager may, but is not obliged to, be a market-maker for an
issue of Warrants. Even if a Manager is a market-maker for an issue of Warrants, the secondary
market for such Warrants may be limited. To the extent that an issue of Warrants becomes illiquid,
an investor may have to exercise such Warrants (in the case of American Style Warrants) or hold
the Warrants until they are automatically exercised on the Exercise Date (in the case of in-the-money
European Style Warrants) to realise value.
Foreign Exchange Risk and Foreign Exchange Controls
An investment in Warrants denominated or payable in, or the payment of which is linked to the value
of, currencies other than the investor's home currency entails significant risks. These risks include
the possibility of significant changes in rates of exchange between its home currency and the other
relevant currencies and the possibility of the imposition or modification of exchange controls by the
relevant governmental authorities. These risks generally depend on economic and political events
over which the investor, the Issuers, the Guarantor and the Managers have no control.
In recent years, rates of exchange between some currencies have been highly volatile and this
volatility may continue in the future. Fluctuations in any particular exchange rate that have occurred
in the past are not necessarily indicative, however, of fluctuations that may occur when the
Warrants are outstanding. Depreciation against the investor's home currency or the currency in
which the Warrants are payable would result in a decrease in the payout of the Warrants and could
result in an overall loss to an investor on the basis of the investor's home currency.
Foreign exchange rates can either float or be fixed by sovereign governments. Exchange rates of
most economically developed nations are permitted to fluctuate in value relative to each other.
However, from time to time governments may use a variety of techniques, such as intervention by
a country's central bank or the imposition of regulatory controls or taxes, to influence the exchange
rate of their currencies. Governments may also issue a new currency to replace an existing
currency or alter the exchange rate or relative exchange characteristics by a devaluation or
revaluation of a currency. These governmental actions could change or interfere with currency
valuations and currency fluctuations that would otherwise occur in response to economic forces,
as well as in response to the movement of currencies across borders.
- 10 -