Obligation Morgan Stanleigh 3.75% ( US61746BDJ26 ) en USD

Morgan Stanleigh

100 % ⇌

Etats-unis

US61746BDJ26 ( en USD )

3.75% par an ( paiement semestriel )

25/02/2023 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley US61746BDJ26 en USD 3.75%, échue

1 000 USD

2 500 000 000 USD

61746BDJ2

N/A

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 ( Etats-unis ) , en USD, avec le code ISIN US61746BDJ26, paye un coupon de 3.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 25/02/2023

efc13-210_fm424b2.htm
Page 1 of 10
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities
Offered

Maximum Aggregate Offering Price

Amount of Registration Fee
Fixed Rate Senior Notes due 2016

$1,247,637,500

$170,177.76
Floating Rate Senior Notes due 2016

$750,000,000

$102,300.00
Fixed Rate Senior Notes due 2023

$2,490,925,000

$339,762.17

PROSPECTUS Dated November 21, 2011
Pricing Supplement No. 625 to
PROSPECTUS SUPPLEMENT Dated November 21,
Registration Statement No. 333-178081
2011
Dated February 20, 2013
Rule 424(b)(2)

GLOBAL MEDIUM-TERM NOTES, SERIES F
Fixed Rate Senior Notes Due 2016
Floating Rate Senior Notes Due 2016
Fixed Rate Senior Notes Due 2023

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 2016 (the "fixed rate notes due 2016") or the Global Medium
Term Notes, Series F, Floating Rate Senior Notes Due 2016 (the "floating rate notes due 2016") prior to the maturities
thereof. We may redeem some or all of the Global Medium-Term Notes, Series F, Fixed Rate Senior Notes Due 2023 (the
"fixed rate notes due 2023" and, together with the fixed rate notes due 2016 and the floating rate notes due 2016, 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 2023.

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." In addition, we describe the basic features of the fixed rate notes due 2016 and the fixed rate
notes due 2023 in the section of the accompanying prospectus called "Description of Debt Securities--Fixed Rate Debt
Securities" and we describe the basic features of the floating rate notes due 2016 in the section of the accompanying
prospectus called "Description of Debt Securities--Floating Rate Debt Securities," in each case subject to and as modified
by the provisions described below.

With respect to the fixed rate notes due 2016 and the fixed rate notes due 2023, we describe 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), under "Description of Debt Securities--Fixed Rate Debt Securities" in the accompanying
prospectus. With respect to the floating rate notes due 2016, we describe how interest is calculated, accrued and paid,
including the adjustment of scheduled interest payment dates for business days (except at maturity), under "Description of
Debt Securities--Floating Rate Debt Securities" in the accompanying prospectus.

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

Fixed Rate Notes Due 2016

Floating Rate Notes Due 2016
Principal Amount:
$1,250,000,000

Principal Amount:
$750,000,000
Maturity Date:
February 25, 2016

Maturity Date:
February 25, 2016
Settlement Date

Settlement Date

(Original Issue Date):
February 25, 2013 (T+3)
(Original Issue
February 25, 2013 (T+3)
Date):
Interest Accrual Date:
February 25, 2013

Interest Accrual Date: February 25, 2013
Issue Price:
99.811%

Issue Price:
100%
(continued on the next

(continued on the next
page)
page)

file://N:\IWM BACKUP\Joyce\Far Eastern\US61746BDJ26 Supplement.htm
2013/8/15

efc13-210_fm424b2.htm
Page 2 of 10

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 prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.

MORGAN STANLEY
MITSUBISHI UFJ SECURITIES
BANCA IMI
BARCLAYS
BB&T CAPITAL MARKETS
BMO CAPITAL MARKETS
BNY MELLON CAPITAL MARKETS, LLC
CAPITAL ONE SOUTHCOAST
CASTLEOAK SECURITIES, LP
CIBC WORLD MARKETS
CL KING & ASSOCIATES
COMMERZBANK
KEYBANC CAPITAL MARKETS
LLOYDS SECURITIES
MISCHLER FINANCIAL GROUP
PNC CAPITAL MARKETS LLC
RB INTERNATIONAL MARKETS (USA)
RBC CAPITAL MARKETS
RBS
RAMIREZ & CO. INC.
SANTANDER
SCOTIA CAPITAL
SOCIETE GENERALE
SUNTRUST ROBINSON HUMPHREY
TD SECURITIES
UBS INVESTMENT BANK
U.S. BANCORP INVESTMENTS, INC.

file://N:\IWM BACKUP\Joyce\Far Eastern\US61746BDJ26 Supplement.htm
2013/8/15

efc13-210_fm424b2.htm
Page 3 of 10

Fixed Rate Notes Due 2016 (continued)

Floating Rate Notes Due 2016 (continued)
Specified Currency:
U.S. dollars

Specified Currency:
U.S. dollars
Redemption Percentage

Redemption Percentage
at Maturity:
100%

at Maturity:
100%
Interest Rate:
1.750% per annum

Base Rate:
LIBOR

(calculated on a 30/360

Spread (Plus or
Plus 1.25%
day
Minus):

count basis)

Index Maturity:
Three months
Interest Payment Period:
Semi-annual

Index Currency:
U.S. dollars
Interest Payment Dates:
Each February 25 and

Initial Interest Rate:
The Base Rate plus 1.25% (to

August 25, commencing

be determined by the

August 25, 2013

Calculation Agent on the
Business Day:
New York

second London banking day
Business Day Convention:
Following unadjusted

prior to the Original Issue
Minimum Denominations:
$1,000 and integral

Date)

multiples of $1,000 in

Interest Payment
Quarterly
Period:

excess thereof

Interest Payment Dates: Each February 25, May 25,
CUSIP:
61746BDG8

August 25 and November 25,
ISIN:
US61746BDG86

commencing May 25, 2013
Other Provisions:
None

Interest Reset Period: Quarterly

Interest Reset Dates:
Each Interest Payment Date

Interest Determination

Dates:
The second London banking

day prior to each Interest Reset

Date

Reporting Service:
Reuters (Page LIBOR01)

Business Day:
New York

Calculation Agent:
The Bank of New York Mellon

(as successor to JPMorgan

Chase Bank, N.A. (formerly

known as JPMorgan Chase

Bank))

Minimum
$1,000 and integral multiples
Denominations:

of $1,000 in excess thereof

CUSIP:
61746BDH6

ISIN:
US61746BDH69

Other Provisions:
None

Fixed Rate Notes Due 2023
Principal Amount:
$2,500,000,000

Interest Payment
Semi-annual
Period:
Maturity Date:
February 25, 2023

Interest Payment Dates: Each February 25 and August
Settlement Date

25, commencing August 25,
(Original Issue Date):
February 25, 2013 (T+3)

2013
Interest Accrual Date:
February 25, 2013

Business Day:
New York
Issue Price:
99.637%

Business Day
Following unadjusted
Convention:
Specified Currency:
U.S. dollars

Minimum
$1,000 and integral multiples
Denominations:
Redemption Percentage

of $1,000 in excess thereof
at Maturity:
100%

CUSIP:
61746BDJ2
Interest Rate:
3.750% per annum

ISIN:
US61746BDJ26

(calculated on a 30/360

Other Provisions:
Optional make-whole
day

count basis

redemption (spread over

treasury rate: plus 30 basis

points)

file://N:\IWM BACKUP\Joyce\Far Eastern\US61746BDJ26 Supplement.htm
2013/8/15

efc13-210_fm424b2.htm
Page 4 of 10

PS-2
file://N:\IWM BACKUP\Joyce\Far Eastern\US61746BDJ26 Supplement.htm
2013/8/15

efc13-210_fm424b2.htm
Page 5 of 10

Supplemental Information Concerning Plan of Distribution; Conflicts of Interest

On February 20, 2013, 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 99.561%, plus accrued interest,
if any, for the fixed rate notes due 2016, at a net price of 99.75%, plus accrued interest, if any, for the floating rate notes
due 2016, and at a net price of 99.187%, plus accrued interest, if any, for the fixed rate notes due 2023, each of which we
refer to as the "purchase price" for the respective notes. The purchase price for the fixed rate notes due 2016 equals the
stated issue price of 99.811% less a combined management and underwriting commission of 0.25% of the principal amoun
of the fixed rate notes due 2016, the purchase price for the floating rate notes due 2016 equals the stated issue price of
100% less a combined management and underwriting commission of 0.25% of the principal amount of the floating rate
notes due 2016 and the purchase price for the fixed rate notes due 2023 equals the stated issue price of 99.637% less a
combined management and underwriting commission of 0.45% of the principal amount of the fixed rate notes due 2023.

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

Due 2016

Due 2016

Due 2023

Morgan Stanley & Co. LLC

$950,000,000 $570,000,000 $1,975,000,000
Mitsubishi UFJ Securities (USA), Inc.

125,000,000
75,000,000
250,000,000
Banca IMI S.p.A.

12,500,000
7,500,000

Barclays Capital Inc.

25,000,000
BB&T Capital Markets, a division of BB&T Securities, LLC
12,500,000
7,500,000

BMO Capital Markets Corp.

25,000,000
BNY Mellon Capital Markets, LLC

12,500,000
7,500,000

Capital One Southcoast, Inc.

25,000,000
Castleoak Securities, LP

25,000,000
CIBC World Markets Corp.

12,500,000
7,500,000

C. L. King & Associates, Inc.

12,500,000
7,500,000

Commerz Markets LLC

12,500,000
7,500,000

Keybanc Capital Markets Inc.

12,500,000
7,500,000

Lloyds Securities Inc.

25,000,000
Mischler Financial Group, Inc.

12,500,000
7,500,000

PNC Capital Markets LLC

12,500,000
7,500,000

RB International Markets (USA) LLC

12,500,000
7,500,000

RBC Capital Markets, LLC

25,000,000
RBS Securities Inc.

25,000,000
Samuel A. Ramirez & Company, Inc.

25,000,000
Santander Investment Securities Inc.

12,500,000
7,500,000

Scotia Capital (USA) Inc.

12,500,000
7,500,000

SG Americas Securities LLC

25,000,000
SunTrust Robinson Humphrey, Inc.

12,500,000
7,500,000

TD Securities (USA) LLC

25,000,000
UBS Securities LLC

12,500,000
7,500,000

U.S. Bancorp Investments, Inc.

25,000,000
Total

$1,250,000,000 $750,000,000 $2,500,000,000

PS-3
file://N:\IWM BACKUP\Joyce\Far Eastern\US61746BDJ26 Supplement.htm
2013/8/15

efc13-210_fm424b2.htm
Page 6 of 10

Morgan Stanley & Co. LLC 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 22% interest in Morgan
Stanley. This offering will be conducted in compliance with the requirements of 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 Rule 5121 of FINRA, Morgan Stanley &
Co. LLC 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.

Banca IMI S.p.A. is not a U.S. registered broker-dealer and, therefore, to the extent that it intends to effect any sales
of the notes in the United States, it will do so through one or more U.S. registered broker-dealers as permitted by FINRA
regulations.

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive
(each, a "Relevant Member State"), each manager has represented and agreed that with effect from and including the date
on which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date") it
has not made and will not make an offer of notes which are the subject of the offering contemplated by this pricing
supplement and the accompanying prospectus supplement and prospectus to the public in that Relevant Member State
except that it may, with effect from and including the Relevant Implementation Date, make an offer of such notes to the
public in that Relevant Member State:

(1) at any time to any legal entity which is a qualified investor as defined in the Prospective Directive;

(2) at any time to fewer than 100, or, if the Relevant Member State has implemented the relevant provision of the
2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the Prospectus
Directive) subject to obtaining the prior consent of the relevant agent, underwriter or dealer nominated by Morgan
Stanley for any such offer; or

(3) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of notes referred to in (1) to (3) above shall require us or any manager to publish a
prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an "offer of notes to the public" in relation to any notes in any
Relevant Member State means the communication in any form and by any means of sufficient information on the terms of
the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe the notes, as the same
may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the
expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD
Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing
measure in each Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

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.

WARNING: The contents of this pricing supplement, the accompanying prospectus supplement and the accompanying
prospectus have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in
relation to the offer. If you are in any doubt about any of the contents of this pricing supplement, the accompanying
prospectus supplement or the accompanying prospectus, you should obtain independent professional advice.

None of the notes has been offered or sold or will be offered or sold in Hong Kong, by means of any document, other
than (i) to "professional investors" as defined in the Securities and Futures Ordinance (Chapter 571 of Hong Kong) and
any rules made under that Ordinance or (ii) in other circumstances which do not result in the document being a
"prospectus" as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the
file://N:\IWM BACKUP\Joyce\Far Eastern\US61746BDJ26 Supplement.htm
2013/8/15

efc13-210_fm424b2.htm
Page 7 of 10
public within the meaning of that

PS-4
file://N:\IWM BACKUP\Joyce\Far Eastern\US61746BDJ26 Supplement.htm
2013/8/15

efc13-210_fm424b2.htm
Page 8 of 10

Ordinance. None of this pricing supplement, the accompanying prospectus supplement, the accompanying prospectus or
their contents has been reviewed by any regulatory authority in Hong Kong. Accordingly, no person may issue or have in
its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document
relating to the notes, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong
Kong (except if permitted to do so under the applicable securities law of Hong Kong) other than with respect to the notes
which are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the
meaning of the Securities and Futures Ordinance (Chapter 571 of Hong Kong) and any rules made under that Ordinance.

None of this pricing supplement, the accompanying prospectus supplement or the accompanying prospectus has been
registered as a prospectus with the Monetary Authority of Singapore. Accordingly, none of this pricing supplement, the
accompanying prospectus supplement or the accompanying prospectus or any other document or material in connection
with the offer or sale, or invitation for subscription or purchase, of the notes may be circulated or distributed, nor may the
notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or
indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and
Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person pursuant Section 275(1), or any person
pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise
pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Where notes are
subscribed or purchased under Section 275 by a relevant person which is:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of
which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is
an accredited investor; or

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each
beneficiary of the trust is an individual who is an accredited investor,

securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries' rights and interests
(howsoever described) in that trust shall not be transferred for six months after that corporation or that trust has acquired
the notes pursuant to an offer made under Section 275 except:

(1) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person
arising from an offer referred to in Section 275(1A) of the SFA or Section 276(4)(i)(B) of the SFA;

(2) where no consideration is or will be given for the transfer;

(3) where the transfer is by operation of law; or

(4) pursuant to Section 276(7) of the SFA.

The notes may not be offered or sold, directly or indirectly, in Switzerland except in circumstances that will not result
in the offer of the notes being a public offering in Switzerland within the meaning of the Swiss Federal Code of
Obligations ("CO"). Neither this pricing supplement, the accompanying prospectus supplement, the accompanying
prospectus nor any other offering or marketing material relating to the notes constitutes a prospectus as that term is
understood pursuant to Article 652a or 1156 CO, and neither this pricing supplement, the accompanying prospectus
supplement, the accompanying prospectus nor any other offering material relating to the notes may be publicly distributed
or otherwise made publicly available in Switzerland. The notes are not authorized by or registered with the Swiss
Financial Market Supervisory Authority as a foreign collective investment scheme. Therefore, investors do no benefit from
protection under the Swiss Federal Act on Collective Investment Schemes or supervision by the Swiss Financial Market
Supervisory Authority.

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.

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 (as defined in the accompanying prospectus) and delivered against payment as contemplated herein, such
notes will be

file://N:\IWM BACKUP\Joyce\Far Eastern\US61746BDJ26 Supplement.htm
2013/8/15

efc13-210_fm424b2.htm
Page 9 of 10

PS-5
file://N:\IWM BACKUP\Joyce\Far Eastern\US61746BDJ26 Supplement.htm
2013/8/15

efc13-210_fm424b2.htm
Page 10 of 10

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 (i) the effect of fraudulent conveyance, fraudulent transfer or
similar provision of applicable law on the conclusions expressed above and (ii) the validity, legally binding effect or
enforceability of any provision that permits holders to collect any portion of the stated principal amount upon
acceleration of the notes to the extent determined to constitute unearned interest. 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.

PS-6
file://N:\IWM BACKUP\Joyce\Far Eastern\US61746BDJ26 Supplement.htm
2013/8/15