Exhibit 8-e


                             DAVIS POLK & WARDWELL
                             450 LEXINGTON AVENUE
                              NEW YORK, NY 10017

                                  212-450-4000



                                                              September 2, 2005



Re:  Morgan Stanley, Issuance of Global Medium-Term Notes, Series F -
     Senior Floating Rate Notes Due 2010

Morgan Stanley
1585 Broadway
New York, New York  10036

Ladies and Gentlemen:

     We have acted as special tax counsel for Morgan Stanley in connection with
the issuance of $32,000,000 Senior Floating Rate Notes Due 2010, described in
Pricing Supplement No. 83 (as amended by Amendment No. 1) to Registration
Statement No. 333-117752, dated August 26, 2005 (the "Pricing Supplement"). We
have reviewed the discussion set forth under the caption "United States Federal
Income Taxation" in the Pricing Supplement and are of the opinion that the
discussion is accurate.

     We are members of the Bar of the State of New York. The foregoing opinion
is based upon and limited to the federal laws of the United States of America as
contained in the Internal Revenue Code of 1986, as amended, Treasury
regulations, administrative decisions and court decisions as of the date of this
letter.

     We hereby consent to the use of our name under the caption "United States
Federal Income Taxation" in the Pricing Supplement. The issuance of such a
consent does not concede that we are an "Expert" for the purposes of the
Securities Act of 1933.



                                                      Very truly yours,


                                                      /s/ Davis Polk & Wardwell