Sec Form 4 Filing - MORGAN STANLEY @ CROSS COUNTRY HEALTHCARE INC - 2005-04-14

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MORGAN STANLEY 2. Issuer Name and Ticker or Trading Symbol CROSS COUNTRY HEALTHCARE INC [ CCRN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1585 BROADWAY 3. Date of Earliest Transaction (MM/DD/YY) 04/14/2005 (Street) NEW YORK, NY10036 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.0001 per share ( 1 ) 04/14/2005 S 3,955,264 D $ 16.6 0 I ( 2 ) through partnerships Common Stock, par value $0.0001 per share ( 1 ) 04/14/2005 S 217,604 D $ 16.6 217,605 I ( 3 ) through partnerships

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MORGAN STANLEY 1585 BROADWAY NEW YORK, NY10036 X MORGAN STANLEY VENTURE CAPITAL III INC 1221 AVENUE OF THE AMERICAS NEW YORK, NY10020 X MORGAN STANLEY VENTURE PARTNERS III LLC 1221 AVENUE OF THE AMERICAS NEW YORK, NY10020 X MORGAN STANLEY VENTURE PARTNERS III LP 1221 AVENUE OF THE AMERICAS NEW YORK, NY10020 X MORGAN STANLEY VENTURE PARTNERS ENTERPRENEUR FUND LP 1221 AVENUE OF THE AMERICAS NEW YORK, NY10020 X MORGAN STANLEY VENTURE INVESTORS III LP 1221 AVENUE OF THE AMERICAS NEW YORK, NY10020 X MSDW CAPITAL PARTNERS IV INC 1221 AVENUE OF THE AMERICAS NEW YORK, NY10020 X MSDW CAPITAL PARTNERS IV LLC 1221 AVENUE OF THE AMERICAS NEW YORK, NY10020 X MORGAN STANLEY DEAN WITTER CAPITAL PARTNERS IV L P 1221 AVENUE OF THE AMERICAS NEW YORK, NY10020 X Signatures /s/ Peter Vogelsang, authorized signatory for Morgan Stanley 04/15/2005 Signature of Reporting Person Date /s/ Kenneth F. Clifford, CFO of Metalmark Subadvisor LLC, as attorney-in-fact of the general partner of the MSDW IV Funds, for each of these entities 04/15/2005 Signature of Reporting Person Date /s/ Debra Abramovitz, Executive Director of MSVC III, Inc., institutional managing member of the general partner of the MSDW III Funds, for each of these entities 04/15/2005 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Please see attached Joint Filer Information. The Reporting Person is filing solely in its capacity as parent company of, andindirect beneficial owner of securities held by, one of its business units. ( 2 )The reported securities are owned directly by Morgan Stanley Dean Witter Capital Partners IV, L.P., MSDW IV892 Investors, L.P. and Morgan Stanley Dean Witter Capital Investors IV, L.P. (collectively, the "MSDW IV Funds"). TheReporting Person is the ultimate parent company of MSDW Capital Partners IV, Inc. ("MSDWCP IV, Inc."), which is theinstitutional managing member of MSDW Capital Partners IV, LLC ("MSDWCP IV, LLC"). MSDWCP IV, LLC is thegeneral partner of each of the MSDW IV Funds. The Reporting Person, MSDWCP IV, LLC and MSDWCP IV, Inc., each disclaimbeneficial ownership of the reported securities except to the extent of their pecuniary interests therein. ( 3 )The reported securities are owned directly by Morgan Stanley Venture Partners III, L.P., Morgan Stanley Venture InvestorsIII, L.P. and The Morgan Stanley Venture Partners Entrepreneur Fund, L.P. (collectively, the "MSDW III Funds"). TheReporting Person is the ultimate parent company of Morgan Stanley Venture Capital III, Inc. ("MSVC III, Inc."), which is theinstitutional managing member of Morgan Stanley Venture Partners III, L.L.C. ("MSVP III, L.L.C"). MSVP III, L.L.C. is thegeneral partner of each of the MSDW III Funds. The Reporting Person, MSVP III, L.L.C. and MSVC III, Inc., each disclaimbeneficial ownership of the reported securities except to the extent of their pecuniary interests therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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