Exhibit 4-qq


                              CERTIFICATE OF TRUST
                                       OF
                        MORGAN STANLEY CAPITAL TRUST VIII



     THIS CERTIFICATE OF TRUST of Morgan Stanley Capital Trust VIII (the
"Issuer Trust"), dated as of June 17, 2004, is being duly executed and filed by
the undersigned, as trustees, to form a statutory trust under Chapter 38 of
Title 12 of the Delaware Code (12 Del. C. ss. 3801, et seq.)(the "Act").

     (i) Name. The name of the statutory trust being formed hereby is Morgan
Stanley Capital Trust VIII.

     (ii) Delaware Trustee. The name and business address of the trustee of the
Issuer Trust with its principal place of business in the State of Delaware is
The Bank of New York (Delaware), White Clay Center, Route 273, Newark, Delaware
19711.

     (iii) Effective Date. This Certificate of Trust shall be effective upon
filing with the Secretary of State of the State of Delaware.

     IN WITNESS WHEREOF, the undersigned, being the trustees of the Issuer
Trust, have executed this Certificate of Trust in accordance with Section
3811(a)(1) of the Act as of the date first written above.

                                  THE BANK OF NEW YORK (DELAWARE),
                                  not in its individual capacity,
                                  but solely as Delaware Trustee


                                  By:  /s/ Kristine K. Gullo
                                       ---------------------------------------
                                  Name:    Kristine K. Gullo
                                  Title:   Assistant Vice President


                                  THE BANK OF NEW YORK,
                                  not in its individual capacity,
                                  but solely as Property Trustee


                                  By:  /s/ Kisha A. Holder
                                       ---------------------------------------
                                  Name:    Kisha A. Holder
                                  Title:   Assistant Vice President