Obligation Morgan Stanleigh 4% ( US6174467N38 ) en USD

Morgan Stanleigh

100 % ⇌

Etas-Unis

US6174467N38 ( en USD )

4% par an ( paiement semestriel )

24/07/2015 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley US6174467N38 en USD 4%, échue

100 000 USD

1 250 000 000 USD

6174467N3

A- ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

Morgan Stanley est une firme mondiale de services financiers offrant des services de banque d'investissement, de gestion de patrimoine et de courtage à une clientèle institutionnelle et privée.

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US6174467N38, paye un coupon de 4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 24/07/2015

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US6174467N38, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US6174467N38, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B2 1 efc10-501_fm424b2.htm

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered
Maximum Aggregate Offering Price
Amount of Registration Fee
Fixed Rate Senior Notes Due 2015
$1,245,687,500
$88,817.52
Fixed Rate Senior Notes Due 2020
$1,741,110,000
$124,141.15

PROSPECTUS Dated December 23, 2008
Pricing Supplement No. 468 to
PROSPECTUS SUPPLEMENT Dated December 23, 2008
Registration Statement No. 333-156423
Dated July 21, 2010
Rule 424(b)(2)

GLOBAL MEDIUM-TERM NOTES, SERIES F
Fixed Rate Senior Notes Due 2015
Fixed Rate Senior Notes Due 2020

We, Morgan Stanley, are offering the notes described below on a global basis. We may not redeem the Global Medium-Term Notes, Series F, Fixed Rate Senior
Notes Due 2015 (the "fixed rate notes due 2015") prior to the maturity thereof. We may redeem some or all of the Global Medium-Term Notes, Series F, Fixed Rate
Senior Notes Due 2020 (the "fixed rate notes due 2020" and together with the fixed rate notes due 2015, the "notes") at any time in accordance with the provisions
described in the accompanying prospectus under the heading "Description of Debt Securities--Redemption and Repurchase of Debt Securities--Optional Make-whole
Redemption of Debt Securities," as supplemented by the provisions below relating to the fixed rate notes due 2020.

We will issue 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 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.

Fixed Rate Notes Due 2015

Fixed Rate Notes Due 2020
Principal Amount:
$1,250,000,000
Principal Amount:
$1,750,000,000
Maturity Date:
July 24, 2015
Maturity Date:
July 24 2020
Settlement Date

Settlement Date
(Original Issue Date):
July 26, 2010
(Original Issue Date):
July 26, 2010
Interest Accrual Date:
July 26, 2010
Interest Accrual Date:
July 26, 2010
Issue Price:
99.655%
Issue Price:
99.492%
Specified Currency:
U.S. dollars
Specified Currency:
U.S. dollars
Redemption Percentage

Redemption Percentage
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at Maturity:
100%
at Maturity:
100%
Interest Rate:
4.00% per annum (calculated
Interest Rate:
5.50% per annum (calculated

on a 30/360 day count basis)
on a 30/360 day count basis)
Interest Payment Period:
Semi-annual
Interest Payment Period:
Semi-annual
(continued on the next page)

(continued on the next page)

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 or guaranteed 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

MITSUBISHI UFJ SECURITIES
ABC INTERNATIONAL
BANCA IMI
BB&T CAPITAL MARKETS
CASTLEOAK SECURITIES, LP
COMMERZBANK
ING WHOLESALE
KEYBANC CAPITAL MARKETS
KKR
LLOYDS TSB CORPORATE MARKETS
MORGAN KEEGAN & COMPANY, INC.
SOCIETE GENERALE
SUNTRUST ROBINSON HUMPHREY
U.S. BANCORP INVESTMENTS, INC.
THE WILLIAMS CAPITAL GROUP, L.P.

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Fixed Rate Notes Due 2015 (continued)

Fixed Rate Notes Due 2020 (continued)
Interest Payment Dates:
Each January 24 and July 24,

Interest Payment Dates:
Each January 24 and July 24,
commencing on January 24, 2011
commencing on January 24, 2011
Business Day:
New York
Business Day:
New York
Minimum Denominations:
$100,000 and integral
Minimum Denominations:
$100,000 and integral

multiples of $1,000 in excess
multiples of $1,000 in excess
thereof
thereof
CUSIP:
617446 7N3
CUSIP:
617446 7P8
ISIN:
US6174467N38
ISIN:
US6174467P85
Other Provisions:
None
Other Provisions:
Optional make-whole

redemption (spread over

treasury rate: plus 45 basis

points)

Supplemental Information Concerning Plan of Distribution; Conflicts of Interest

On July 21, 2010, we agreed to sell to the managers listed below, and they severally agreed to purchase, the principal amounts of notes set forth opposite their
respective names below at a net price of 99.305% for the fixed rate notes due 2015 and at a net price of 99.042% for the fixed rate notes due 2020, each of which we
refer to as the "purchase price" for the respective notes. The purchase price for the fixed rate notes due 2015 equals the stated issue price of 99.655% less a combined
management and underwriting commission of 0.35% of the principal amount of the fixed rate notes due 2015 and the purchase price for the fixed rate notes due 2020
equals the stated issue price of 99.492% less a combined management and underwriting commission of 0.45% of the principal amount of the fixed rate notes due 2020.

Principal Amount
Principal Amount
of Fixed Rate Notes
of Fixed Rate Notes
Name

Due 2015

Due 2020

Morgan Stanley & Co. Incorporated
$
1,037,500,000
$
1,452,500,000
Mitsubishi UFJ Securities (USA), Inc.
125,000,000
175,000,000
ABCI Securities Company Limited -
17,500,000
Banca IMI S.p.A.

-
17,500,000
BB&T Capital Markets, a division of
Scott & Stringfellow, Inc.

-
17,500,000
CastleOak Securities, LP
12,500,000
-
Commerz Markets LLC
12,500,000
-
ING Financial Markets LLC
12,500,000
-
KeyBanc Capital Markets Inc.
12,500,000
-
KKR Capital Markets LLC

-
17,500,000
Lloyds TSB Bank plc

-
17,500,000
Morgan Keegan & Company, Inc.
12,500,000
-
SG Americas Securities LLC
12,500,000
-
SunTrust Robinson Humphrey, Inc.
-
17,500,000
U.S. Bancorp Investments, Inc.
-
17,500,000
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The Williams Capital Group, L.P.

12,500,000
-
Total

$
1,250,000,000
$
1,750,000,000

Morgan Stanley & Co. Incorporated is our wholly-owned subsidiary. Mitsubishi UFJ Financial Group, Inc., the ultimate parent of Mitsubishi UFJ Securities (USA),
Inc. (one of the managers), holds an approximately 21% interest in Morgan Stanley (assuming full conversion of our convertible preferred stock that Mitsubishi UFJ
Financial Group, Inc. currently owns). This offering will be conducted in compliance with the requirements of NASD Rule 2720 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 NASD Rule 2720, Morgan Stanley & Co. Incorporated and Mitsubishi UFJ Securities (USA), Inc. may not make sales in this offering to any
discretionary accounts without the prior written approval of the customer.

ABCI Securities Company Limited, Banca IMI S.p.A. and Lloyds TSB Bank plc are not U.S. registered broker-dealers and, therefore, to the extent that they intend to
effect any sales of the notes in the United States, they will do so through one or more U.S. registered broker-dealers as permitted by FINRA regulations.

PS-2
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With respect to notes to be offered or sold in the United Kingdom, each manager has represented and agreed (1) that it has only communicated or caused to be
communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of
the Financial Services and Markets Act 2000 (the "FSMA")) received by such manager in connection with the issue or sale of the notes in circumstances in which Section
21(1) of the FSMA does not apply to us, and (2) that it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by such
manager in relation to the notes in, from or otherwise involving the United Kingdom.

Each manager has agreed that it will not offer or sell any notes, directly or indirectly, in Japan or to or for the account or benefit of any resident of Japan (which
term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), except pursuant to an exemption
from the registration requirements and otherwise in compliance with the Financial Instruments and Exchange Law of Japan (Law No.25 of 1948, as amended) and any
other applicable laws, regulations and ministerial guidelines of Japan.

Furthermore, each 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.

PS-3
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