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Published on 8/10/2006 in the Prospect News Convertibles Daily.

Morgan Stanley to price 0% notes inversely linked to S&P 500, five exchange traded funds

By Angela McDaniels

Seattle, Aug. 10 - Morgan Stanley plans to price an issue of Protected Auto-Callable notes due Sept. 8, 2009 inversely linked to a basket that includes the S&P 500 index and five exchange traded funds, according to a 424B2 filing with the Securities and Exchange Commission.

The exchange traded funds are the iShares MSCI EAFE Index Fund, iShares MSCI Emerging Markets Index Fund, iShares MSCI Brazil Index Fund, iShares MSCI Japan Index Fund and iShares FTSE/Xinhua China 25 Index Fund.

The notes will not pay interest.

If each basket component falls by 10% or more on one of the observation dates, the notes will be automatically redeemed and investors will receive $1,350 for each $1,000 principal amount of notes. The observation dates will be Feb. 28, May 30, Aug. 30 and Nov. 30 of each year, beginning with Nov. 30, 2006.

If the notes are not automatically called for redemption, the payout at maturity will be $1,350 per $1,000 principal amount of notes if all of the basket components have decreased by 10% or more on Aug. 30, 2009, the determination date. Otherwise, the payout will be $950 for each $1,000 principal amount of notes.

Morgan Stanley will be the underwriter.


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