Obligation Morgan Stanleigh 9% ( US61745EK759 ) en USD

Morgan Stanleigh

100 % ▲

Etas-Unis

US61745EK759 ( en USD )

9% par an ( paiement semestriel )

15/09/2031

Prospectus brochure de l'obligation Morgan Stanley US61745EK759 en USD 9%, échéance 15/09/2031

1 000 USD

2 000 000 USD

61745EK75

NR

NR

15/03/2026 ( Dans 93 jours )

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 US61745EK759, paye un coupon de 9% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/09/2031

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US61745EK759, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US61745EK759, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

http://www.sec.gov/Archives/edgar/data/895421/000095010311003670/...
424B2 1 dp26105_424b2-ps983.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of Registration

Title of Each Class of Securities Offered
Offering Price
Fee
Senior Fixed to Floating Rate Notes due 2031
$2,000,000

$232.20

September 2011
Pricing Supplement No. 983
Registration Statement No. 333-156423
Dated August 30, 2011
Filed pursuant to Rule 424(b)(2)
INTEREST RATE STRUCTURED INVESTMENTS

Senior Fixed to Floating Rate Notes due September 15, 2031
CMS Curve and S&P 500® Index Linked Range Accrual Notes
As further described below, interest wil accrue monthly on the notes at a rate of (i) Year 1: 9.00% per annum and (ii) Years 2 to maturity: 9.00% per annum for
each day that (A) the 30-Year Constant Maturity Swap Rate ("30CMS") is greater than or equal to the 2-Year Constant Maturity Swap Rate ("2CMS") and (B)
the closing level of the S&P 500® Index is greater than or equal to 850. The notes provide investors with the opportunity to earn interest at a higher rate in
exchange for taking the risk of receiving no interest with respect to any day on which long-term interest rates, as measured by 30CMS, are less than
short-term interest rates, as measured by 2CMS, or on which the underlying equity index level is below the index reference level. Al payments on the notes,
including the repayment of principal, are subject to the credit risk of Morgan Stanley.
FINAL TERMS
Issuer:
Morgan Stanley
Aggregate principal amount:
$2,000,000. May be increased prior to the original issue date but we are not required to do so.
Issue price:
At variable prices
Stated principal amount:
$1,000 per note
Pricing date:
August 30, 2011
Original issue date:
September 15, 2011 (11 business days after the pricing date)
Maturity date:
September 15, 2031
Interest accrual date:
September 15, 2011
Payment at maturity:
The payment at maturity per note wil be the stated principal amount plus accrued and unpaid interest, if any.
Interest:
From and including the original issue date to but excluding September 15, 2012: 9.00%
From and including September 15, 2012 to but excluding the maturity date (the "floating interest rate period"):
(x) 9.00% per annum times (y) N/ACT; where
"N" = the total number of calendar days in the applicable interest payment period on which (i) the level of the CMS
reference index is greater than or equal to the CMS reference index strike and (ii) the index closing value is greater
than or equal to the index reference level (each such day, an "accrual day"); and
"ACT" = the total number of calendar days in the applicable interest payment period.
If on any calendar day in the floating interest rate period the level of the CMS reference index is less than the CMS
reference index strike or the index closing value is less than the index reference level, interest will accrue at a rate
of 0.00% per annum for that day.
Interest payment period:
Monthly
Interest payment period end
Unadjusted
dates:
Interest payment dates:
The 15th day of each calendar month, beginning October 15, 2011; provided that if any such day is not a business
day, that interest payment wil be made on the next succeeding business day and no adjustment wil be made to any
interest payment made on that succeeding business day.
Day-count convention:
Actual/Actual
Early redemption:
Not applicable
CMS reference index:
30-Year Constant Maturity Swap Rate minus 2-Year Constant Maturity Swap Rate, expressed as a
percentage. Please see "Additional Provisions--CMS Reference Index" below.
CMS reference index strike:
0.00%
CMS reference index cutoff:
Floating interest rate period: The level of the CMS reference index for any day from and including the third U.S.
government securities business day prior to the related interest payment date for any interest payment period shall be
the level of the CMS reference index on such third U.S. government securities business day prior to such interest
payment date.
Index:
The S&P 500® Index
Index closing value:
The daily closing value of the index. Please see "Additional Provisions--The S&P 500® Index" below.
Index reference level:
850
Index cutoff:
Floating interest rate period: The index closing value for any day from and including the third index business day prior
to the related interest payment date for any interest payment period shall be the index closing value on such third index
business day prior to such interest payment date.
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Specified currency:
U.S. dollars
CUSIP / ISIN:
61745EK75 / US61745EK759
Book-entry or certificated note:
Book-entry
Business day:
New York
Agent:
Morgan Stanley & Co. LLC ("MS & Co."), a wholly owned subsidiary of Morgan Stanley. See "Supplemental
Information Concerning Plan of Distribution; Conflicts of Interest."
Calculation agent:
Morgan Stanley Capital Services Inc.
Trustee: The Bank of New York Mel on
Proceeds to
Commissions and Issue Price:
Price to Public(1)(2)
Agent's Commission(2)
Issuer
Per Note
At variable prices
$40
$960
Total
At variable prices
$80,000
$1,920,000
(1) The notes will be offered from time to time in one or more negotiated transactions at varying prices to be determined at the time of each sale, which
may be at market prices prevailing, at prices related to such prevailing prices or at negotiated prices; provided, however, that such price will not be
less than $970 per note and will not be more than $1,000 per note. See "Risk Factors--The price you pay for the notes may be higher than the prices
paid by other investors."
(2) Morgan Stanley or one of our affiliates will pay varying discounts and commissions to dealers, including Morgan Stanley Smith Barney LLC (an
affiliate of the agent) and their financial advisors, of up to $40 per note depending on market conditions. See "Supplemental Information Concerning
Plan of Distribution; Conflicts of Interest." For additional information, see "Plan of Distribution" in the accompanying prospectus supplement.

The notes involve risks not associated with an investment in ordinary debt securities. See "Risk Factors"
beginning on page 8.

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

You should read this document together with the related prospectus supplement and prospectus,
each of which can be accessed via the hyperlinks below.

Prospectus Supplement dated December 23, 2008
Prospectus dated December 23, 2008

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.

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Senior Fixed to Floating Rate Notes due September 15, 2031
CMS Curve and S&P 500® Index Linked Range Accrual Notes

The notes are debt securities of Morgan Stanley. Interest on the notes during the floating interest rate period wil accrue
for each day that 30CMS is greater than or equal to 2CMS and the closing level of the S&P 500® Index is greater than or
equal to 850. We describe the basic features of these notes in the sections of the accompanying prospectus cal ed
"Description of Debt Securities--Floating Rate Debt Securities" and prospectus supplement cal ed "Description of Notes,"
subject to and as modified by the provisions described below. Al payments on the notes are subject to the credit risk of
Morgan Stanley.

The stated principal amount of each note is $1,000, and the issue price is variable. The issue price of the notes includes the
agent's commissions paid with respect to the notes as wel as the cost of hedging our obligations under the notes. The
cost of hedging includes the projected profit that our subsidiaries may realize in consideration for assuming the risks
inherent in managing the hedging transactions. This cost of hedging could be significant due to the term of the notes and
the tailored exposure provided by the notes. The secondary market price, if any, at which MS & Co. is wil ing to purchase
the notes, is expected to be affected adversely by the inclusion of these commissions and hedging costs in the issue
price. In addition, the secondary market price may be lower due to the costs of unwinding the related hedging transactions
at the time of the secondary market transaction. See "Risk Factors--Market Risk--The inclusion of commissions and
projected profit from hedging in the original issue price is likely to adversely affect secondary market prices."

CMS Reference Index

What are the 30-Year and 2-Year Constant Maturity Swap Rates?

The 30-Year Constant Maturity Swap Rate (which we refer to as "30CMS") is, on any day, the fixed rate of interest
payable on an interest rate swap with a 30-year maturity as reported on Reuters Page ISDAFIX1 or any successor page
thereto at 11:00 a.m. New York City time on that day; provided that for the determination of 30CMS on any calendar day,
the "interest determination date" shall be that calendar day unless that calendar day is not a U.S. government securities
business day, in which case the 30CMS level shall be the 30CMS level on the immediately preceding U.S. government
securities business day. This rate is one of the market-accepted indicators of longer-term interest rates.

The 2-Year Constant Maturity Swap Rate (which we refer to as "2CMS") is, on any day, the fixed rate of interest payable
on an interest rate swap with a 2-year maturity as reported on Reuters Page ISDAFIX1 or any successor page thereto at
11:00 a.m. New York City time on that day; provided that for the determination of 2CMS on any calendar day, the "interest
determination date" shall be that calendar day unless that calendar day is not a U.S. government securities business day, in
which case the 2CMS level shall be the 2CMS level on the immediately preceding U.S. government securities business day.
This rate is one of the market-accepted indicators of shorter-term interest rates.

An interest rate swap rate, at any given time, general y indicates the fixed rate of interest (paid semi-annual y) that a
counterparty in the swaps market would have to pay for a given maturity, in order to receive a floating rate (paid quarterly)
equal to 3-month LIBOR for that same maturity.

The level of the CMS reference index for any day from and including the third U.S. government securities business day prior
to the related interest payment date for any interest payment period shal be the level of the CMS reference index in effect
on such third U.S. government securities business day prior to such interest payment date.

U.S. Government Securities Business Day

U.S. government securities business day means any day except for a Saturday, Sunday or a day on which The Securities
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Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for
the entire day for purposes of trading in U.S. government securities.

September 2011
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Senior Fixed to Floating Rate Notes due September 15, 2031
CMS Curve and S&P 500® Index Linked Range Accrual Notes

CMS Rate Fallback Provisions

If 30CMS or 2CMS is not displayed by 11:00 a.m. New York City time on the Reuters Screen ISDAFIX1 Page on any day
on which the level of the CMS reference index must be determined, the rate for such day wil be determined on the basis of
the mid-market semi-annual swap rate quotations to the calculation agent provided by five leading swap dealers in the New
York City interbank market (the "Reference Banks") at approximately 11:00 a.m., New York City time, on such day, and, for
this purpose, the mid-market semi-annual swap rate means the mean of the bid and offered rates for the semi-annual fixed
leg, calculated on a 30/360 day count basis, of a fixed-for-floating U.S. Dol ar interest rate swap transaction with a term
equal to the applicable 30 year or 2 year maturity commencing on such day and in a representative amount with an
acknowledged dealer of good credit in the swap market, where the floating leg, calculated on an actual/360 day count
basis, is equivalent to USD-LIBOR-BBA with a designated maturity of three months. The calculation agent wil request the
principal New York City office of each of the Reference Banks to provide a quotation of its rate. If at least three quotations
are provided, the rate for that day wil be the arithmetic mean of the quotations, eliminating the highest quotation (or, in the
event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest). If fewer than
three quotations are provided as requested, the rate wil be determined by the calculation agent in good faith and in a
commercially reasonable manner.

The S&P 500® Index

The S&P 500® Index (the "index" or the "S&P 500 Index"), which is calculated, maintained and published by Standard &
Poor's Financial Services LLC ("S&P" or the "index publisher"), consists of 500 component stocks selected to provide a
performance benchmark for the U.S. equity markets. The calculation of the index is based on the relative value of the float
adjusted aggregate market capitalization of the 500 component companies as of a particular time as compared to the
aggregate average market capitalization of the 500 similar companies during the base period of the years 1941 through
1943. The index is described under "Annex A--The S&P 500® Index" herein.

Index Closing Value Fallback Provisions

The index closing value on any calendar day beginning September 15, 2012, on which the index level is to be determined
(each, an "index determination date") wil equal the official closing value of the index as published by the index publisher or
its successor, or in the case of any successor index, the official closing value for any such successor index as published by
the publisher of such successor index or its successor, at the regular weekday close of trading on that calendar day, as
determined by the calculation agent; provided that the index closing value for any day from and including the third index
business day prior to the related interest payment date for any interest payment period shall be the index closing value in
effect on such third index business day prior to such interest payment date; provided further that if a market disruption
event with respect to the index occurs on any index determination date or if any such index determination date is not an
index business day, the closing value of the index for such index determination date wil be the closing value of the index on
the immediately preceding index business day on which no market disruption event has occurred. In certain circumstances,
the index closing value shal be based on the alternate calculation of the index described under "Annex A--The S&P 500®
Index--Discontinuance of the S&P 500 Index; Alteration of Method of Calculation."

"Index business day" means a day, as determined by the calculation agent, on which trading is general y conducted on each
of the relevant exchange(s) for the index, other than a day on which trading on such exchange(s) is scheduled to close prior
to the time of the posting of its regular final weekday closing price.

"Relevant exchange" means the primary exchange(s) or market(s) of trading for (i) any security then included in the index,
or any successor index, and (i ) any futures or options contracts related to the index or to any security then included in the
index.

For more information regarding market disruption events with respect to the index, discontinuance of the index and
alteration of the method of calculation, see "Annex A--The S&P 500® Index--Market Disruption Event" and
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"--Discontinuance of the S&P 500 Index; Alteration of Method of Calculation" herein.

September 2011
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Senior Fixed to Floating Rate Notes due September 15, 2031
CMS Curve and S&P 500® Index Linked Range Accrual Notes

The table below presents examples of hypothetical interest rates at which interest would accrue on the notes during any
month in the floating interest rate period based on the total number of calendar days in a monthly interest payment period
on which the level of the CMS reference index is greater than or equal to the CMS reference index strike and the index
closing value is greater than or equal to the index reference level. The table assumes that the interest payment period
contains 30 calendar days and an interest rate of 9.00% per annum.

The example below is for purposes of il ustration only and would provide different results if different assumptions were
made. The actual monthly interest payments wil depend on the actual number of calendar days in each interest payment
period and the actual level of the CMS reference index and index closing value on each day. The applicable interest rate
for each monthly interest payment period wil be determined on a per-annum basis but wil apply only to that interest
payment period.

N
Hypothetical Interest Rate
0
0.0000%
5
1.5000%
10
3.0000%
15
4.5000%
20
6.0000%
25
7.5000%
30
9.0000%

September 2011
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Senior Fixed to Floating Rate Notes due September 15, 2031
CMS Curve and S&P 500® Index Linked Range Accrual Notes

CMS Reference Index

The fol owing graph sets forth the historical difference between the 30-Year Constant Maturity Swap Rate and the 2-Year
Constant Maturity Swap Rate for the period from January 1, 1996 to August 30, 2011. The historical difference between
the 30-Year Constant Maturity Swap Rate and the 2-Year Constant Maturity Swap Rate should not be taken as an
indication of the future performance of the CMS reference index. We cannot give you any assurance that the level of the
CMS reference index wil be greater than or equal to the CMS reference index strike on any day of any interest payment
period during the floating interest rate period. We obtained the information in the graph below, without independent
verification, from Bloomberg Financial Markets ("USSW"), which closely parallels but is not necessarily exactly the same as
the Reuters Page price sources used to determine the CMS reference index level.

*The bold line in the graph above represents the CMS reference index strike of 0.00%.

Historical period

Total number of days in historical period
5,721
Number of days that CMS reference index was greater than or equal to 0.00%
5,708
Number of days that CMS reference index was less than 0.00%
13

The historical performance shown above is not indicative of future performance. The CMS reference index level may in the
future be negative for extended periods of time. During the floating interest rate period, you will not receive interest
for any day that the CMS reference index is negative.

Moreover, during the floating interest rate period, even if the CMS reference index level is greater than or equal to
zero on any day, if the S&P 500® Index level is less than the index reference level on that day, you will not receive
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any interest for that day.

September 2011
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Senior Fixed to Floating Rate Notes due September 15, 2031
CMS Curve and S&P 500® Index Linked Range Accrual Notes

S&P 500® Index

The fol owing table sets forth the published high and low index closing values, as wel as end-of-quarter index closing
values, for the index for each quarter in the period from January 1, 2006 through August 30, 2011. The graph fol owing the
table sets forth the daily index closing values for the period from January 1, 1996 through August 30, 2011. The index
closing value on August 30, 2011 was 1,212.92. The historical values of the index should not be taken as an indication of
future performance, and no assurance can be given as to the level of the index on any day of any interest payment period
during the floating interest rate period. The payment of dividends on the stocks that constitute the index are not reflected in
its level and, therefore, have no effect on the calculation of the payment of interest. We obtained the information in the
graph below from Bloomberg Financial Markets, without independent verification.

S&P 500® Index
High
Low
Period End
2006

First Quarter
1,307.25
1,254.78
1,294.83
Second Quarter
1,325.76
1,223.69
1,270.20
Third Quarter
1,339.15
1,234.49
1,335.85
Fourth Quarter
1,427.09
1,331.32
1,418.30
2007

First Quarter
1,459.68
1,374.12
1,420.86
Second Quarter
1,539.18
1,424.55
1,503.35
Third Quarter
1,553.08
1,406.70
1,526.75
Fourth Quarter
1,565.15
1,407.22
1,468.36
2008

First Quarter
1,447.16
1,273.37
1,322.70
Second Quarter
1,426.63
1,278.38
1,280.00
Third Quarter
1,305.32
1,106.39
1,166.36
Fourth Quarter
1,161.06
752.44
903.25
2009

First Quarter
934.70
676.53
797.87
Second Quarter
946.21
811.08
919.32
Third Quarter
1,071.66
879.13
1,057.08
Fourth Quarter
1,127.78
1,025.21
1,115.10
2010

First Quarter
1,174.17
1,056.74
1,169.43
Second Quarter
1,217.28
1,030.71
1,030.71
Third Quarter
1,148.67
1,022.58
1,141.20
Fourth Quarter
1,259.78
1,137.03
1,257.64
2011

First Quarter
1,343.01
1,256.88
1,325.83
Second Quarter
1,363.61
1,265.42
1,320.64
Third Quarter (through August 30, 2011)
1,353.22
1,119.46
1,212.92

September 2011
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