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 OF SECURITIES 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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * MORGAN STANLEY   2. Issuer Name and Ticker or Trading Symbol TRANSMONTAIGNE INC [TMG] 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 (Month/Day/Year) 09/01/2006 (Street) NEW YORK, NY 10036 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 $0.01 09/01/2006   J   43,950 (1) D $ 11.35 0 (2) I See Note (1) Common Stock, par value $0.01 09/01/2006   J   5,500,000 (3) D $ 0 (4) 0 (4) I See Note (3) Common Stock, par value $0.01 09/01/2006   J   100 A $ 0 100 (5) I See Note (5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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 (Month/Day/Year)

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

Warrants

$ 6.6

09/01/2006

X

5,500,000

03/01/2005

03/01/2010

Common Stock

5,500,000

$ 0

0

I

See Note (6)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MORGAN STANLEY 1585 BROADWAY NEW YORK, NY 10036		X

Signatures

/s/ Stuart Breslow, authorized signatory of Morgan Stanley		09/11/2006
**Signature of Reporting Person		Date
/s/ Robert P. Kinney Vice President of Morgan Stanley Capital Group Inc.		09/11/2006
**Signature of Reporting Person		Date
/s/ Stuart Breslow, authorized signatory of Morgan Stanley & Co. Incorporated		09/11/2006
**Signature of Reporting Person		Date
/s/ Kirk Wickman, Managing Director, General Counsel and Secretary of Morgan Stanley DW Inc.		09/11/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Includes 43,550 shares of Common Stock held directly by Morgan Stanley DW Inc. ("MSDW") and 400 shares held directly by Morgan Stanley & Co. Incorporated. ("MS&Co."). Each of MSDW and MS&Co. is a wholly owned subsidiary of Morgan Stanley.
(2)	On September 1, 2006, Buffalo Merger Sub Inc. merged with and into TransMontaigne Inc. (the "Company"). Pursuant to the Agreement and Plan of Merger dated June 22, 2006, by and among Morgan Stanley Capital Group ("MSCGI"), Buffalo Merger Sub Inc. and the Company, each outstanding share of Common Stock, par value $0.01 of the Company, other than shares held by MSCGI or its subsidiaries, was converted into the right to receive $11.35 per share. MSCGI is a wholly owned subsidiary of Morgan Stanley.
(3)	Represents 5,500,000 shares of Common Stock issued to MSCGI upon exercise of the warrants reported herein.
(4)	Pursuant to the merger, each outstanding share of Common Stock held by MSCGI after the exercise of the warrants reported herein was cancelled without any consideration issued in exchange therefor.
(5)	Pursuant to the merger, each outstanding share of common stock of Buffalo Merger Sub Inc. was converted into a share of Common Stock.
(6)	The warrants reported herein were held directly by MSCGI.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.