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Published on 2/22/2006 in the Prospect News Convertibles Daily.

New Issue: Morgan Stanley prices $18 million 13.25% HITS exchangeable for SanDisk

By Angela McDaniels

Seattle, Feb. 22 - Morgan Stanley priced $18 million of 13.25% HITS (High Income Trigger Securities) due March 20, 2007 that are exchangeable for SanDisk Corp. stock, according to a FWP filing with the Securities and Exchange Commission.

Payout at maturity will be based on the performance of SanDisk stock up to and including March 16, 2007, the determination date.

If the stock price has not decreased below the trigger level, $42.00 or 75% of the initial share price, investors will receive par. If the stock price has dropped below the trigger price, investors will collect 0.17857 SanDisk shares.

Issuer:Morgan Stanley
Issue:HITS (High Income Trigger Securities) senior medium-term notes, series F
Underlying stock:SanDisk Corp.
Amount:$18 million
Maturity:March 20, 2007
Coupon:13.25%, payable quarterly
Price:Par of $10
Initial share price:$56.00
Payout at maturity:If the stock price drops below the trigger price, payout is 0.17857 share of SanDisk stock; otherwise, par
Trigger price:$42.00, 75% of initial share price
Exchange ratio:0.17857 shares of SanDisk stock per HITS
Determination date:March 16, 2007
Pricing date:Feb. 21
Settlement date:Feb. 28
Underwriter:Morgan Stanley & Co.
Listing:"SHM" on American Stock Exchange

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