Bond Morgan Stanleigh 3.875% ( US61760LDG77 ) in USD

Morgan Stanleigh

98.65 % ▲

United States

US61760LDG77 ( in USD )

3.875% per year ( payment 2 times a year)

11/04/2028

Prospectus brochure of the bond Morgan Stanley US61760LDG77 en USD 3.875%, maturity 11/04/2028

1 000 USD

1 565 000 USD

61760LDG7

A- ( Upper medium grade - Investment-grade )

A1 ( Upper medium grade - Investment-grade )

11/10/2025 ( In 70 days )

Morgan Stanley is a leading global financial services firm offering investment banking, wealth management, investment management, and securities services to individuals, corporations, and governments worldwide.

A bond issued by leading global financial services firm Morgan Stanley, identified by ISIN US61760LDG77 and CUSIP 61760LDG7, and originating from the United States, currently trades in USD at 98.65% of its par value, offering a fixed interest rate of 3.875% paid semi-annually, with this obligation set to mature on November 4, 2028, representing a total issuance volume of 1,565,000 units and requiring a minimum purchase lot of $1,000 per unit, further supported by investment-grade credit ratings of A- from Standard & Poor's and A1 from Moody's.

http://www.sec.gov/Archives/edgar/data/895421/000095010313002265/...
424B2 1 dp37478_424b2-ps727.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of Registration

Title of Each Class of Securities Offered
Offering Price
Fee
Fixed Rate Senior Notes due 2028

$1,565,000

$213.47

PROSPECTUS Dated November 21, 2011
Pricing Supplement No. 727 to
PROSPECTUS SUPPLEMENT Dated November 21, 2011
Registration Statement No. 333-178081

Dated April 8, 2013

Rule 424(b)(2)

GLOBAL MEDIUM-TERM NOTES, SERIES F
Fixed Rate Senior Notes Due April 11, 2028

We, Morgan Stanley, will issue the Global Medium-Term Notes, Series F, Fixed Rate Senior Notes Due April 11, 2028 (the "notes") only in registered form, which
form is further described under "Description of Notes-Forms of Notes" in the accompanying prospectus supplement.
We describe the basic features of the notes, including how interest is calculated, accrued and paid, including where a scheduled interest payment date is not a
business day (the following unadjusted business day convention), in the section of the accompanying prospectus supplement called "Description of Notes" and in the
section of the accompanying prospectus called "Description of Debt Securities-Fixed Rate Debt Securities," subject to and as modified by the provisions described
below.

Principal Amount:

$1,565,000

Interest Payment Period:

Semi-annually
Maturity Date:
April 11, 2028

Interest Payment Dates:

Each April 11 and October

11 commencing October

11,
2013
Settlement Date
April 11, 2013

Call Price:

NA
(Original Issue Date):

Interest Accrual Date:
April 11, 2013

First Call Date:

NA
Issue Price:
100%

Call Frequency:
NA
Commissions:
2.500%

Business Day:
New York
Proceeds to Morgan

$1,525,875.00

Minimum Denominations:
$1,000 and integral
Stanley:

multiples of $1,000 in

excess
thereof
Specified Currency:
U.S. dollars

Survivor's Option:

No
Redemption Percentage at
100%

CUSIP:
61760LDG7
Maturity:

Interest Rate:
3.875% per annum (calculated on

Other Provisions:
None

a 30/360 day count basis)

Terms not defined herein have the meanings given to such terms in the accompanying prospectus supplement and prospectus, as applicable.

The notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations
of, or guaranteed by, a bank.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this pricing
supplement or the accompanying prospectus supplement or the prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

MORGAN STANLEY

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http://www.sec.gov/Archives/edgar/data/895421/000095010313002265/...

Supplemental Information Concerning Plan of Distribution; Conflicts of Interest

On the date first set forth above, we agreed to sell to the manager listed below, and it agreed to purchase, the principal amounts of notes set forth opposite its
name below at the "purchase price" for notes. The purchase price for the notes equals the stated Issue Price as set forth above, plus accrued interest, less the
Commissions set forth above.

Name
Principal Amount of Notes
Morgan Stanley & Co. LLC
$1,565,000

Morgan Stanley & Co. LLC is our wholly-owned subsidiary. This offering will be conducted in compliance with the requirements of FINRA Rule 5121 of the
Financial Industry Regulatory Authority, Inc., which is commonly referred to as FINRA, regarding a FINRA member firm's distribution of the securities of an affiliate
and related conflicts of interest. In accordance with FINRA Rule 5121, MS & Co. LLC may not make sales in this offering to any discretionary accounts without the
prior written approval of the customer.

The manager has agreed that it will not purchase, deliver, offer or sell the notes or possess or distribute offering material in relation to the notes in any
jurisdiction if such purchase, delivery, offer or sale or the possession or distribution of such offering material would not be in compliance with any applicable law or
regulation or if any consent, approval or permission is needed for such purchase, delivery, offer or sale or the possession or distribution by such manager or for or
on behalf of us unless such consent, approval or permission has been previously obtained.

Validity of the Notes
In the opinion of Davis Polk & Wardwell LLP, as special counsel to Morgan Stanley, when the notes offered by this pricing supplement have been executed and
issued by Morgan Stanley, authenticated by the trustee pursuant to the Senior Debt Indenture and delivered against payment as contemplated herein, such notes will
be valid and binding obligations of Morgan Stanley, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws
affecting creditors' rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good
faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar
provision of applicable law on the conclusions expressed above. This opinion is given as of the date hereof and is limited to the laws of the State of New York and the
General Corporation Law of the State of Delaware. In addition, this opinion is subject to customary assumptions about the trustee's authorization, execution and
delivery of the Senior Debt Indenture and its authentication of the notes and the validity, binding nature and enforceability of the Senior Debt Indenture with respect
to the trustee, all as stated in the letter of such counsel dated November 21, 2011, which is Exhibit 5-a to the Registration Statement on Form S-3 filed by Morgan
Stanley on November 21, 2011.

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