Obligation Morgan Stanleigh 4.1% ( US61747YDU64 ) en USD

Morgan Stanleigh

100 % ▲

Etas-Unis

US61747YDU64 ( en USD )

4.1% par an ( paiement semestriel )

21/05/2023 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley US61747YDU64 en USD 4.1%, échue

1 000 USD

2 000 000 000 USD

61747YDU6

BBB ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

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 US61747YDU64, paye un coupon de 4.1% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 21/05/2023

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US61747YDU64, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US61747YDU64, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B2 1 efc13-363_fm424b2.htm
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered
Maximum Aggregate Offering Price
Amount of Registration Fee
Fixed Rate Subordinated Notes Due 2023
$1,998,860,000
$272,644.51

PROSPECTUS Dated November 21, 2011
Pricing Supplement No. 819 to
PROSPECTUS SUPPLEMENT Dated November 21, 2011
Registration Statement No. 333-178081
Dated May 16, 2013
Rule 424(b)(2)

GLOBAL MEDIUM-TERM NOTES, SERIES F
Fixed Rate Subordinated Notes Due 2023

We, Morgan Stanley, are offering the Global Medium-Term Notes, Series F, Fixed Rate Subordinated Notes Due 2023 (the "notes") described below on a global
basis. We may not redeem the notes prior to the maturity thereof.

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 sections of the
accompanying prospectus called "Description of Debt Securities--Fixed Rate Debt Securities" and "Description of Debt Securities--Subordination Provisions," in
each case subject to and as modified by the provisions described below.

Principal Amount:
$2,000,000,000

Interest Payment Period:
Semi-annual
Maturity Date:
May 22, 2023

Interest Payment Dates:
Each May 22 and November
Settlement Date

22, commencing on November 22, 2013
(Original Issue Date):
May 21, 2013 (T+3)

Business Day:
New York
Interest Accrual Date:
May 21, 2013

Business Day Convention:
Following unadjusted
Issue Price:
99.943%

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

of $1,000 in excess thereof
Redemption Percentage

CUSIP:
61747YDU6
at Maturity:
100%

ISIN:
US61747YDU64
Interest Rate:
4.10% per annum (calculated

Other Provisions:
None

on a 30/360 day count basis)

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.

Investing in the notes involves risks. See "Risk Factors" beginning on page PS-2.

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
ABN AMRO
BB&T CAPITAL MARKETS
CAPITALONE SOUTHCOAST
CREDIT AGRICOLE CIB
DREXEL HAMILTON
KEYBANC CAPITAL MARKETS
LLOYDS SECURITIES
RBS
SUNTRUST ROBINSON HUMPHREY
TD SECURITIES
THE WILLIAMS CAPITAL GROUP, L.P.
US BANCORP

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Risk Factors
For a discussion of the risk factors affecting Morgan Stanley and its business, including liquidity risk, market risk, credit risk, operational risk, competitive
environment, legal risk and international risk, among others, see "Risk Factors" in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended
December 31, 2012 and our current and periodic reports filed pursuant to the Securities and Exchange Act of 1934 that are incorporated by reference into this
pricing supplement and the accompanying prospectus supplement and prospectus.
This section describes certain selected risk factors relating to the notes. Please see "Risk Factors" in the accompanying prospectus for a complete list of risk
factors.
Our obligations under the notes will be subordinated. Holders of the notes should recognize that contractual provisions in the Subordinated Indenture, dated as
of October 1, 2004, between us and The Bank of New York Mellon (as successor to J.P. Morgan Trust Company, National Association), as trustee (the "Subordinated
Debt Indenture"), may prohibit us from making payments on the notes. The notes are subordinate and junior in right of payment, to the extent and in the manner
stated in the Subordinated Debt Indenture, to all of our senior indebtedness. The Subordinated Debt Indenture defines senior indebtedness, for purposes of the notes,
as obligations of, or guaranteed or assumed by, Morgan Stanley for borrowed money or evidenced by bonds, debentures, notes or other similar instruments, and
amendments, renewals, extensions, modifications and refundings of any of that indebtedness or of those obligations. Nonrecourse obligations, the notes and any other
obligations specifically designated as being subordinate in right of payment to senior indebtedness are not senior indebtedness as defined under the Subordinated
Debt Indenture. In addition, the notes may be fully subordinated to interests held by the U.S. government in the event of receivership, insolvency, liquidation or
similar proceedings under the "orderly liquidation authority" provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act. For additional
information regarding the subordination provisions applicable to the notes, see "Description of Debt Securities--Subordination Provisions" in the accompanying
prospectus.
As of March 31, 2013, the notes would have been subordinated to approximately $155 billion outstanding carrying amount of senior indebtedness. In addition, as
a holding company, our assets consist primarily of equity in our subsidiaries and our ability to make payments on the notes depends on our receipt of dividends, loan
payments and other funds from our subsidiaries. If any of our subsidiaries becomes insolvent, the direct creditors of that subsidiary will have a prior claim on its
assets, and our rights and your rights as a holder of the notes will be subject to that prior claim. Moreover, many of our subsidiaries, including our broker-dealer
subsidiaries, are subject to laws, regulations and self-regulatory organization rules that authorize regulatory bodies to block or reduce the flow of funds to us, or that
prohibit such transfers altogether in certain circumstances.
There is no limit on our ability to issue or incur additional senior indebtedness.
In addition, we currently have outstanding subordinated debt securities issued under the Subordinated Debt Indenture as well as an amended and restated
subordinated indenture, dated May 1, 1999, between us and The Bank of New York Mellon (as successor to J.P. Morgan Trust Company, National Association (as
successor in interest to Bank One Trust Company, N.A., successor to The First National Bank of Chicago)), as trustee (the "1999 Indenture"), with terms and
conditions substantially similar to those of the notes. At March 31, 2013, there was approximately $5.8 billion aggregate principal amount of such subordinated debt
securities outstanding. Approximately $3.8 billion of those subordinated debt securities were issued under the 1999 Indenture and contain certain acceleration
provisions that could be triggered prior to the acceleration provisions of the notes. Accordingly, the outstanding amount of those subordinated debt securities could
become due and payable by acceleration prior to the notes.
Holders of the notes will have limited rights if there is a default. Payment of principal on the notes may be accelerated only in the event of certain events of
bankruptcy, insolvency or reorganization of Morgan Stanley. There is no right of acceleration in the case of default of payment of principal or interest on the notes
or in the performance of any of our other obligations under the notes. For additional information regarding defaults, events of default and acceleration under the
Subordinated Debt Indenture, see "Description of Debt Securities--Events of Default" in the accompanying prospectus.

PS-2
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Supplemental Information Concerning Plan of Distribution; Conflicts of Interest

On May 16, 2013, we agreed to sell to the managers listed in this pricing supplement, and they severally agreed to purchase, the principal amounts of notes set
forth opposite their respective names below at a net price of 99.493%, 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 99.943%, plus accrued interest, if any, less a combined management and underwriting commission of
0.450% of the principal amount of the notes.

Name

Principal Amount of Notes
Morgan Stanley & Co. LLC
$1,560,000,000
Mitsubishi UFJ Securities (USA), Inc.
200,000,000
ABN AMRO Securities (USA) LLC
20,000,000
BB&T Capital Markets, a division of Scott & Stringfellow, LLC
20,000,000
Capital One Southcoast, Inc.
20,000,000
Credit Agricole Securities (USA) Inc.
20,000,000
Drexel Hamilton, LLC
20,000,000
Keybanc Capital Markets Inc.
20,000,000
Lloyds Securities Inc.
20,000,000
RBS Securities Inc.
20,000,000
SunTrust Robinson Humphrey, Inc.
20,000,000
TD Securities (USA) LLC
20,000,000
The Williams Capital Group, L.P.
20,000,000
U.S. Bancorp Investments, Inc.
20,000,000

Total

$2,000,000,000

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.

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.

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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 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:

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(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 Subordinated 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 (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 Subordinated Debt Indenture and its authentication of the notes and
the validity, binding nature and enforceability of the Subordinated 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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