Obligation Morgan Stanleigh 3.875% ( US61746BDQ68 ) en USD

Morgan Stanleigh

100 % ▲

Etas-Unis

US61746BDQ68 ( en USD )

3.875% par an ( paiement semestriel )

28/04/2024 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley US61746BDQ68 en USD 3.875%, échue

1 000 USD

3 000 000 000 USD

61746BDQ6

BBB+ ( Qualité moyenne inférieure )

A1 ( 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.

Cet article détaille les caractéristiques et le dénouement d'une obligation émise par Morgan Stanley, institution financière globale de premier plan et reconnue pour ses activités diversifiées en banque d'investissement, titres, gestion de patrimoine et gestion d'investissements, dont la solidité financière est attestée par des notations de crédit de BBB+ par Standard & Poor's (S&P) et A1 par Moody's; cette obligation spécifique, identifiée par le code ISIN US61746BDQ68 (CUSIP 61746BDQ6), était libellée en dollars américains (USD), provenait des États-Unis, représentait une taille totale d'émission de trois milliards de dollars (3 000 000 000 USD) avec une taille minimale à l'achat de 1 000 USD, affichait un taux d'intérêt de 3,875% et prévoyait des paiements deux fois par an; arrivée à maturité le 28 avril 2024, où elle était valorisée à 100% de son nominal sur le marché, cette obligation a été intégralement remboursée à cette date, marquant ainsi la conclusion réussie de cet instrument de dette pour ses porteurs.

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CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price

Amount of Registration Fee
Fixed Rate Senior Notes due 2024

$2,973,720,000

$383,015.14

PROSPECTUS Dated November 21, 2011
Pricing Supplement No. 1,376 to
PROSPECTUS SUPPLEMENT Dated November 21, 2011
Registration Statement No. 333-178081
Dated April 23, 2014
Rule 424(b)(2)
GLOBAL MEDIUM-TERM NOTES, SERIES F
Fixed Rate Senior Notes Due 2024
We, Morgan Stanley, are offering the Global Medium-Term Notes, Series F, Fixed Rate Senior Notes Due 2024 (the "notes")
described below on a global basis. We may redeem some or all of 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.

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," in each case
subject to and as modified by the provisions described below.

We describe how interest on the notes 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.

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

Principal Amount:
$3,000,000,000

Interest Payment Period: Semi-annual
Maturity Date:
April 29, 2024

Interest Payment Dates:
Each April 29 and October 29,
Settlement Date

commencing October 29, 2014
(Original Issue Date):
April 28, 2014 (T+3)

Business Day:
New York
Interest Accrual Date:
April 28, 2014

Business Day
Following unadjusted
Convention:
Issue Price:
99.124%

Minimum
$1,000 and integral multiples
Denominations:
Specified Currency:
U.S. dollars

of $1,000 in excess thereof
Redemption Percentage

CUSIP:
61746BDQ6
at Maturity:
100%

ISIN:
US61746BDQ68
Interest Rate:
3.875% per annum

Other Provisions:
Optional make-whole

(calculated on a 30/360 day

redemption (spread over
count
basis)

treasury rate: plus 20 basis

points)

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.
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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

BNY MELLON CAPITAL MARKETS, LLC
CAPITAL ONE SOUTHCOAST
CASTLEOAK SECURITIES, L.P.
CREDIT AGRICOLE CIB
DANSKE MARKETS INC.
FIFTH THIRD SECURITIES, INC.
ING
KBC SECURITIES USA, INC.
NATIXIS
REGIONS SECURITIES LLC
RAMIREZ & CO., INC.
SCOTIABANK
SEB
TD SECURITIES
US BANCORP
UNICREDIT CAPITAL MARKETS

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Supplemental Information Concerning Plan of Distribution; Conflicts of Interest

On April 23, 2014, 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 98.674%, plus accrued interest, if any, which we refer to as the
"purchase price" for the notes. The purchase price for the notes equals the stated issue price of 99.124% less a combined management
and underwriting commission of 0.45% of the principal amount of the notes.

Principal
Amount of
Name

Notes

Morgan Stanley & Co. LLC
$ 2,220,000,000
Mitsubishi UFJ Securities (USA), Inc.

300,000,000
BNY Mellon Capital Markets, LLC

30,000,000
Capital One Southcoast, Inc.

30,000,000
CastleOak Securities, L.P.

30,000,000
Credit Agricole Securities (USA) Inc.

30,000,000
Danske Markets Inc.

30,000,000
Fifth Third Securities, Inc.

30,000,000
ING Financial Markets LLC

30,000,000
KBC Securities USA, Inc.

30,000,000
Natixis Securities Americas LLC

30,000,000
Regions Securities LLC

30,000,000
Samuel A. Ramirez & Company, Inc.

30,000,000
Scotia Capital (USA) Inc.

30,000,000
Skandinaviska Enskilda Banken AB (publ)

30,000,000
TD Securities (USA) LLC

30,000,000
U.S. Bancorp Investments, Inc.

30,000,000
UniCredit Capital Markets LLC
30,000,000
Total
$ 3,000,000,000

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.

Skandinaviska Enskilda Banken AB (publ) 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.

None of this pricing supplement, the accompanying prospectus supplement or the accompanying prospectus is a prospectus for the
purposes of the European Union's Directive 2003/71 (and any amendments thereto) as implemented in member states of the European
Economic Area (the "Prospectus Directive"). This pricing supplement, the accompanying prospectus supplement and the
accompanying prospectus have been prepared on the basis that all offers of the notes described herein made to persons in the
European Economic Area will be made pursuant to an exemption under the Prospectus Directive from the requirement to produce a
prospectus in connection with offers of the notes.

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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 at any time:

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

(2) 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) 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.

The communication of this pricing supplement, the accompanying prospectus supplement or the accompanying prospectus and any
other documents or materials relating to the issue of the notes is not being made, and such documents and/or materials have not been
approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such
documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The
communication of such documents and/or materials as a financial promotion is only being made to those persons in the United
Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or within Article 49(2)(A) to (D) of the Financial
Promotion Order, or to any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such
persons together being referred to as "relevant persons"). In the United Kingdom the notes are only available to, and any investment
or investment activity to which this pricing supplement, the accompanying prospectus supplement or the accompanying prospectus
relates will be engaged in only with, relevant persons. Any person in the United Kingdom that is not a relevant person should not act
or rely on this pricing supplement, the accompanying prospectus supplement or the accompanying prospectus or any of its or their
contents.

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
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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 public within the meaning of that
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 or from 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 or a
listing prospectus pursuant to the listing rules of SIX Swiss Exchange, 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.

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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 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-5
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