Form 8-A

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

MORGAN STANLEY

(Exact name of registrant as specified in its charter)

 

Delaware   36-3145972
(State of incorporation or organization)   (I.R.S. Employer Identification No.)
1585 Broadway, New York, New York   10036
(Address of principal executive offices)   (Zip Code)

 

If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.    ¨   If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.    þ

 

Securities Act registration file number to which this form relates: 333-129243

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

None

 

Securities to be registered pursuant to Section 12(g) of the Act:

 

Title of Each Class

to be so Registered


  

Name of Each Exchange on Which

Each Class is to be Registered


Global Medium-Term Notes, Series F, 9% Targeted Income Strategic Total Return Securities due October 30, 2011 (Exchangeable for a Cash Amount Based on the CBOE NASDAQ-100 BuyWrite IndexSM)    The Nasdaq Stock Market

 

 



Explanatory Note

 

Due to a clerical error, the Company’s Form 8-A for its Global Medium-Term Notes, Series F, 9% Targeted Income Strategic Total Return Securities due October 30, 2011 (Exchangeable for a Cash Amount Based on the CBOE NASDAQ-100 BuyWrite IndexSM) was filed under Section 12(b) instead of Section 12(g). No other changes are being made by means of this filing.


Item 1. Description of Registrant’s Securities to be Registered

 

The title of the class of securities to be registered hereunder is: “Global Medium-Term Notes, Series F, 9% Targeted Income Strategic Total Return Securities due October 30, 2011 (Exchangeable for a Cash Amount Based on the CBOE NASDAQ-100 BuyWrite IndexSM)” (the “Securities”). A description of the Securities is set forth under the caption “Description of Debt Securities” in the prospectus included within the Registration Statement of Morgan Stanley (the “Registrant”) on Form S-3 (Registration No. 333-129243) (the “Registration Statement”), as supplemented by the information under the caption “Description of Notes” in the prospectus supplement dated November 14, 2005 and filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, (the “Act”), which description is incorporated herein by reference, and as further supplemented by the description of the Securities contained in the pricing supplement dated November 22, 2005 to be filed pursuant to Rule 424(b) under the Act, which contains the final terms and provisions of the Securities and is hereby deemed to be incorporated by reference into this Registration Statement and to be a part hereof.

 

Item 2. Exhibits

 

The following documents are filed as exhibits hereto:

 

4.1    Proposed form of Global Note evidencing the Securities.


SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

 

       

MORGAN STANLEY

(Registrant)

Date: November 23, 2005       By:   /S/    MARTIN M. COHEN        
           

Name:

  Martin M. Cohen
           

Title:

  Assistant Secretary and Counsel


INDEX TO EXHIBITS

 

Exhibit No.

        Page No.

4.1    Proposed form of Global Note evidencing the Securities.    A-1