EXHIBIT 25-a

        =================================================================
                                    --------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                            -------------------------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE

                   -------------------------------------------
               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                     A TRUSTEE PURSUANT TO SECTION 305(b)(2)

                    ----------------------------------------

                    JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
               (Exact name of trustee as specified in its charter)

                                                                      13-4994650
(State of incorporation                                         (I.R.S. employer
if not a national bank)                                      identification No.)

1111 Polaris Parkway
Columbus, Ohio                                                             43271
(Address of principal executive offices)                              (Zip Code)

                               Pauline E. Higgins
                  Vice President and Assistant General Counsel
                    JPMorgan Chase Bank, National Association
                       707 Travis Street, 4th Floor North
                              Houston, Texas 77002
                               Tel: (713) 216-1436
            (Name, address and telephone number of agent for service)

                  --------------------------------------------
                                 Morgan Stanley
               (Exact name of obligor as specified in its charter)

Delaware                                                              36-3145972
(State or other jurisdiction of                                 (I.R.S. employer
incorporation or organization)                               identification No.)


1585 Broadway
New York, New York                                                         10036
(Address of principal executive offices)                              (Zip Code)

        =================================================================






                                 Debt Securities
                       (Title of the indenture securities)
               ----------------------------------------------------


                                     GENERAL

Item 1. General Information.

        Furnish the following information as to the trustee:

       (a) Name and address of each examining or supervising authority to which
it is subject.

           Comptroller of the Currency, Washington, D.C.

           Board of Governors of the Federal Reserve System, Washington, D.C.,
           20551

           Federal Deposit Insurance Corporation, Washington, D.C., 20429.


       (b) Whether it is authorized to exercise corporate trust powers.

           Yes.


Item 2. Affiliations with the Obligor and Guarantors.

        If the obligor or any guarantor is an affiliate of the trustee, describe
each such affiliation.

        None.

                                       -2-






Item 16. List of Exhibits

     List below all exhibits filed as a part of this Statement of Eligibility.

     1.     A copy of the Articles of Association of JPMorgan Chase Bank, N.A.
(see Exhibit 1 to Form T-1 filed in connection with Registration Statement No.
333-106575 which is incorporated by reference).

     2.     A copy of the Certificate of Authority of the Comptroller of the
Currency for the trustee to commence business. (see Exhibit 2 to Form T-1 filed
in connection with Registration Statement No. 333-106575 which is incorporated
by reference).

     3.     None, the authority of the trustee to exercise corporate trust
powers being contained in the documents described in Exhibits 1 and 2.

     4.     A copy of the existing By-Laws of the Trustee. (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-106575 which is
incorporated by reference).

     5.     Not applicable.

     6.     The consent of the Trustee required by Section 321(b) of the Act.
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
333-106575 which is incorporated by reference).

     7.     A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.

     8.     Not applicable.

     9.     Not applicable.

                                    SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, JPMorgan Chase Bank, N.A., has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York and State of New York, on the 25th day
of January 2006.

                              JPMORGAN CHASE BANK, N.A.

                              By   /s/ Natalie B. Pesce
                                 ----------------------------------------------
                                   Natalie B. Pesce, Assistant Vice President

                                       -3-



                             Exhibit 7 to Form T-1

                                Bank Call Notice

                             RESERVE DISTRICT NO. 2
                       CONSOLIDATED REPORT OF CONDITION OF

                            JPMorgan Chase Bank, N.A.
                  of 1111 Polaris Parkway, Columbus, Ohio 43240
                     and Foreign and Domestic Subsidiaries,
                     a member of the Federal Reserve System,

                  at the close of business September 30, 2005,
              in accordance with a call made by the Federal Reserve
               Bank of this District pursuant to the provisions of
                            the Federal Reserve Act.


                                                                  Dollar Amounts
                ASSETS                                              in Millions


Cash and balances due from depository institutions:
     Noninterest-bearing balances and
     currency and coin ............................................  $    28,433
     Interest-bearing balances ....................................       17,638
Securities:
Held to maturity securities .......................................           84
Available for sale securities .....................................       55,133
Federal funds sold and securities purchased under
     agreements to resell .........................................
     Federal funds sold in domestic offices .......................       24,468
     Securities purchased under agreements to resell ..............      167,210
Loans and lease financing receivables:
     Loans and leases held for sale ...............................       30,960
     Loans and leases, net of unearned income .....................     $360,848
     Less: Allowance for loan and lease losses ....................        4,895
     Loans and leases, net of unearned income and
     allowance ....................................................      355,953
Trading Assets ....................................................      229,642
Premises and fixed assets (including capitalized leases)...........        8,279
Other real estate owned ...........................................          141
Investments in unconsolidated subsidiaries and
     associated companies .........................................          794
Customers' liability to this bank on acceptances
     outstanding ..................................................          738
Intangible assets
        Goodwill ..................................................       23,365
        Other Intangible assets....................................       10,275
Other assets ......................................................       55,313
TOTAL ASSETS ......................................................  $ 1,008,426
                                                                       =========





                                   LIABILITIES
Deposits
     In domestic offices .............................................. $389,235
     Noninterest-bearing............................................... $138,883
     Interest-bearing .................................................  250,352
     In foreign offices, Edge and Agreement
     subsidiaries and IBF's............................................  140,161
        Noninterest-bearing............................................   $6,800
     Interest-bearing..................................................  133,361

Federal funds purchased and securities sold under agree-
ments to repurchase:
     Federal funds purchased in domestic offices                           8,435
     Securities sold under agreements to repurchase                      109,608
Trading liabilities ...................................................  131,588
Other borrowed money (includes mortgage indebtedness
     and obligations under capitalized leases).........................   82,712
Bank's liability on acceptances executed and outstanding...............      738
Subordinated notes and debentures .....................................   17,662
Other liabilities .....................................................   40,948
TOTAL LIABILITIES .....................................................  921,087
Minority Interest in consolidated subsidiaries ........................    2,249

                                 EQUITY CAPITAL

Perpetual preferred stock and related surplus..........................        0
Common stock ..........................................................    1,785
Surplus  (exclude all surplus related to preferred stock)..............   59,467
Retained earnings......................................................   24,523
Accumulated other comprehensive income.................................    (685)
Other equity capital components........................................        0
TOTAL EQUITY CAPITAL ..................................................   85,090
                                                                          ------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL              $1,008,426
                                                                      ==========

I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.

                                    JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the in- structions
issued by the appropriate Federal regulatory authority and is true and correct.



                                    WILLIAM B. HARRISON, JR. )
                                    JAMES DIMON              )DIRECTORS
                                    MICHAEL J. CAVANAGH      )