Obligation Morgan Stanleigh 0.642% ( US61760QHE70 ) en USD

Société émettrice Morgan Stanleigh
Prix sur le marché 100 %  ▲ 
Pays  Etas-Unis
Code ISIN  US61760QHE70 ( en USD )
Coupon 0.642% par an ( paiement semestriel )
Echéance 15/09/2022 - Obligation échue



Prospectus brochure de l'obligation Morgan Stanley US61760QHE70 en USD 0.642%, échue


Montant Minimal 1 000 USD
Montant de l'émission 590 000 USD
Cusip 61760QHE7
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's N/A
Description détaillée 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.

Analyse d'une obligation émise par Morgan Stanley dont le cycle de vie financier vient de s'achever : L'instrument de dette, de type obligation, était identifiable par son code ISIN US61760QHE70 et son code CUSIP 61760QHE7. Émise depuis les États-Unis et libellée en dollars américains (USD), cette obligation offrait un taux d'intérêt annuel de 0,642%. La taille totale de l'émission s'élevait à 590 000 unités, avec une taille minimale d'achat fixée à 1 000 unités. Morgan Stanley, l'émetteur de cette obligation, est une institution financière mondiale de premier plan, reconnue pour ses services diversifiés incluant la banque d'investissement, les services titres, la gestion de patrimoine et la gestion d'actifs, opérant depuis son siège aux États-Unis. Sa capacité à émettre des titres de dette tels que cette obligation souligne sa position solide sur les marchés financiers internationaux. La caractéristique la plus notable de cette émission réside dans son statut actuel : ayant atteint sa date de maturité le 15 septembre 2022, cette obligation a été intégralement remboursée à 100% de son prix nominal. Les porteurs de titres ont ainsi reçu la valeur faciale de leurs obligations, en plus des paiements d'intérêts réguliers, qui étaient versés avec une fréquence de deux fois par an (semi-annuellement) jusqu'à la date de remboursement.







424B2 1 dp59666_424b2-ps497.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 2022

$590,000

$68.56
Se pt e m be r 2 0 1 5
Pricing Supplement No. 497

Registration Statement No. 333-200365
Dated September 10, 2015
Filed pursuant to Rule 424(b)(2)
INTEREST RATE STRUCTURED INVESTMENTS

Fixed to Floating Rate Notes due 2022
Ba se d on t he 1 0 -Y e a r Const a nt M a t urit y Sw a p Ra t e
As further described below, interest will accrue and be payable on the notes quarterly, in arrears, (i) from the original issue date to
September 15, 2017: at a rate of 2.50% per annum and (ii) from September 15, 2017 to maturity: at a variable rate per annum
equal to 97.00% of the 10-Year Constant Maturity Swap Rate (10CMS), subject to the minimum interest rate of 0.00% per annum.
Because you will receive only 97.00% of 10CMS, you will not receive the full 10CMS rate during the floating interest rate period.
T he not e s ha ve c om ple x fe a t ure s a nd inve st ing in t he not e s involve s risk s not a ssoc ia t e d w it h a n
inve st m e nt in c onve nt iona l de bt se c urit ie s. Se e "Risk Fa c t ors" on pa ge 5 .
All pa ym e nt s a re subje c t t o t he c re dit risk of M orga n St a nle y. I f M orga n St a nle y de fa ult s on it s obliga t ions,
you c ould lose som e or a ll of your inve st m e nt . T he se not e s a re not se c ure d obliga t ions a nd you w ill not
ha ve a ny se c urit y int e re st in, or ot he rw ise ha ve a ny a c c e ss t o, a ny unde rlying re fe re nc e a sse t or a sse t s.
FI N AL T ERM S
I ssue r:
Morgan Stanley
Aggre ga t e princ ipa l a m ount :$590,000. May be increased prior to the original issue date but we are not required to do so.
I ssue pric e :
$1,000 per note
St a t e d princ ipa l a m ount :
$1,000 per note
Pric ing da t e :
September 10, 2015
Origina l issue da t e :
September 15, 2015 (3 business days after the pricing date)
M a t urit y da t e :
September 15, 2022
I nt e re st a c c rua l da t e :
September 15, 2015
The payment at maturity per note will be the stated principal amount plus accrued and unpaid
Pa ym e nt a t m a t urit y:
interest, if any.
The 10-Year Constant Maturity Swap Rate (10CMS). Please see "Additional Provisions--
Re fe re nc e ra t e :
Reference Rate" below.
I nt e re st ra t e :
From and including the original issue date to but excluding September 15, 2017: 2.50% per
annum
From and including September 15, 2017 to but excluding the maturity date (the "floating
interest rate period"):
97.00% of the reference rate; subject to the minimum interest rate.
For the purpose of determining the level of the reference rate applicable to an interest payment
period, the level of the reference rate will be determined two (2) U.S. government securities
business days prior to the related interest reset date at the start of such interest payment
period (each, an "interest determination date").
Interest for each interest payment period during the floating interest rate period is subject to
the minimum interest rate of 0.00% per annum.
I nt e re st pa ym e nt pe riod:
Quarterly
I nt e re st pa ym e nt pe riod e nd Unadjusted
da t e s:
I nt e re st pa ym e nt da t e s:
Each March 15, June 15, September 15 and December 15, beginning December 15, 2015;
provided that if any such day is not a business day, that interest payment will be made on the
next succeeding business day and no adjustment will be made to any interest payment made
on that succeeding business day.
I nt e re st re se t da t e s:
Each March 15, June 15, September 15 and December 15, beginning September 15, 2017;
provided that such interest reset dates shall not be adjusted for non-business days.
Da y-c ount c onve nt ion:
30/360
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M inim um int e re st ra t e :
0.00% per annum during the floating interest rate period
M a x im um int e re st ra t e :
Not applicable
Re de m pt ion:
Not applicable
Spe c ifie d c urre nc y:
U.S. dollars
CU SI P / I SI N :
61760QHE7 / US61760QHE70
Book -e nt ry or c e rt ific a t e d
Book-entry
not e :
Busine ss da y:
New York
Age nt s:
Morgan Stanley & Co. LLC ("MS & Co."), a wholly-owned subsidiary of Morgan Stanley, and
Wells Fargo Securities, LLC ("WFS"). See "Supplemental Information Concerning Plan of
Distribution; Conflicts of Interest."
Ca lc ula t ion a ge nt :
Morgan Stanley Capital Services LLC
T rust e e :
The Bank of New York Mellon
Est im a t e d va lue on t he
$972.30 per note. The estimated value on any subsequent pricing date may be lower than this
pric ing da t e :
estimate, but will in no case be less than $946.90 per note. See "The Notes" on page 2.
Com m issions a nd issue
pric e :
Pric e t o public
Age nt s' c om m issions (1)
Proc e e ds t o issue r (2)
Pe r not e
$1,000
$15
$985
T ot a l
$590,000
$8,850
$581,150
(1) Wells Fargo Securities, LLC, an agent for this offering, will receive a commission of up to $15 for each note it sells. Dealers, including Wells Fargo
Advisors, LLC ("WFA"), may receive a selling concession of up to $15 per note. See "Supplemental Information Concerning Plan of Distribution;
Conflicts of Interest."
(2) See "Use of Proceeds and Hedging" on page 7.
T he not e s involve risk s not a ssoc ia t e d w it h a n inve st m e nt in ordina ry de bt se c urit ie s.
Se e "Risk Fa c t ors" be ginning on pa ge 5 .
T he Se c urit ie s a nd Ex c ha nge Com m ission a nd st a t e se c urit ie s re gula t ors ha ve not a pprove d or disa pprove d
t he se se c urit ie s, or de t e rm ine d if t his pric ing supple m e nt or t he a c c om pa nying prospe c t us supple m e nt a nd
prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
Y ou should re a d t his doc um e nt t oge t he r w it h t he re la t e d prospe c t us supple m e nt a nd prospe c t us,
e a c h of w hic h c a n be a c c e sse d via t he hype rlink s be low .
Prospe c t us Supple m e nt da t e d N ove m be r 1 9 , 2 0 1 4 Prospe c t us da t e d N ove m be r 1 9 , 2 0 1 4
T he not e s a re not ba nk de posit s a nd a re not insure d by t he Fe de ra l De posit I nsura nc e Corpora t ion or a ny
ot he r gove rnm e nt a l a ge nc y, nor a re t he y obliga t ions of, or gua ra nt e e d by, a ba nk .



Fixed to Floating Rate Notes due 2022
Ba se d on t he 1 0 -Y e a r Const a nt M a t urit y Sw a p Ra t e
The Notes

The notes are debt securities of Morgan Stanley. From the original issue date until September 15, 2017, interest on the notes will
accrue and be payable on the notes quarterly, in arrears, at 2.50% per annum, and thereafter, during the floating interest rate
period, interest on the notes will accrue and be payable on the notes quarterly, in arrears, at a variable rate per annum equal to
97.00% of 10CMS, subject to the minimum interest rate of 0.00% per annum. We describe the basic features of these notes in the
sections of the accompanying prospectus called "Description of Debt Securities--Floating Rate Debt Securities" and prospectus
supplement called "Description of Notes," subject to and as modified by the provisions described below. All payments on the notes
are subject to the credit risk of Morgan Stanley.

The stated principal amount and issue price of each note is $1,000. This price includes costs associated with issuing, selling,
structuring and hedging the notes, which are borne by you, and, consequently, the estimated value of the notes on the pricing date
is less than the issue price. We estimate that the value of each note on the pricing date is $972.30. The estimated value on any
subsequent pricing date may be lower than this estimate, but will in no case be less than $946.90 per note.

What goes into the estimated value on the pricing date?

In valuing the notes on the pricing date, we take into account that the notes comprise both a debt component and a performance-
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based component linked to 10CMS. The estimated value of the notes is determined using our own pricing and valuation models,
market inputs and assumptions relating to 10CMS, instruments based on 10CMS, volatility and other factors including current and
expected interest rates, as well as an interest rate related to our secondary market credit spread, which is the implied interest rate
at which our conventional fixed rate debt trades in the secondary market.

What determines the economic terms of the notes?

In determining the economic terms of the notes, including the interest rate and the minimum interest rate applicable to each interest
payment period during the floating interest rate period, we use an internal funding rate, which is likely to be lower than our
secondary market credit spreads and therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne by
you were lower or if the internal funding rate were higher, one or more of the economic terms of the notes would be more favorable
to you.

What is the relationship between the estimated value on the pricing date and the secondary market price of the notes?

The price at which MS & Co. purchases the notes in the secondary market, absent changes in market conditions, including those
related to interest rates and 10CMS, may vary from, and be lower than, the estimated value on the pricing date, because the
secondary market price takes into account our secondary market credit spread as well as the bid-offer spread that MS & Co. would
charge in a secondary market transaction of this type, the costs of unwinding the related hedging transactions and other factors.

MS & Co. may, but is not obligated to, make a market in the notes and, if it once chooses to make a market, may cease doing so
at any time.

September 2015
Page 2

Fixed to Floating Rate Notes due 2022
Ba se d on t he 1 0 -Y e a r Const a nt M a t urit y Sw a p Ra t e
Additional Provisions

Re fe re nc e Ra t e

Wha t is t he 1 0 -Y e a r Const a nt M a t urit y Sw a p Ra t e ?

The 10-Year Constant Maturity Swap Rate (which we refer to as "10CMS") is, on any U.S. government securities business day, the
fixed rate of interest payable on an interest rate swap with a 10-year maturity as reported on Reuters Screen ISDAFIX1 Page (or
any successor page thereto) at approximately 11:00 a.m. New York City time on such day. This rate is one of the market-accepted
indicators of medium to longer-term interest rates.

The rate reported on Reuters Screen ISDAFIX1 Page (or any successor page thereto) is calculated by ICE Benchmark
Administration Limited based on tradeable quotes for the related interest rate swap of the relevant tenor that is sourced from
electronic trading venues.

An interest rate swap rate, at any given time, generally indicates the fixed rate of interest (paid semi-annually) 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.

U .S. Gove rnm e nt Se c urit ie s Busine ss Da y

U.S. government securities business day means any day except for a Saturday, Sunday or a day on which The Securities 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.

CM S Ra t e Fa llba c k Provisions

If the reference rate is not displayed by approximately 11:00 a.m. New York City time on the Reuters Screen ISDAFIX1 Page (or
any successor page thereto) on any day on which the level of the reference rate must be determined, the rate for such day will be
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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. Dollar interest rate swap transaction with a 10
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 will 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 will 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 reference rate will be determined
by the calculation agent in good faith and in a commercially reasonable manner.

September 2015
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Fixed to Floating Rate Notes due 2022
Ba se d on t he 1 0 -Y e a r Const a nt M a t urit y Sw a p Ra t e
Historical Information

The following graph sets forth the historical percentage levels of the reference rate for the period from January 1, 2005 to
September 10, 2015. The historical levels of the reference rate do not reflect the fact that you will receive only 97.00% of the
reference rate for each interest payment period during the floating interest rate period, and should not be taken as an indication of
its future performance. We obtained the information in the graph below from Bloomberg Financial Markets, without independent
verification.


* T he gre e n line in t he gra ph a bove re pre se nt s t he m inim um int e re st ra t e of 0 .0 0 % pe r a nnum .

September 2015
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Fixed to Floating Rate Notes due 2022
Ba se d on t he 1 0 -Y e a r Const a nt M a t urit y Sw a p Ra t e
Risk Factors

The notes involve risks not associated with an investment in ordinary floating rate notes. An investment in the notes entails
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significant risks not associated with similar investments in a conventional debt security, including, but not limited to, fluctuations in
the reference rate, and other events that are difficult to predict and beyond the issuer's control. This section describes the most
significant risks relating to the notes. For additional risk factors, please see the accompanying prospectus. Investors should consult
their financial and legal advisers as to the risks entailed by an investment in the notes and the suitability of the notes in light of their
particular circumstances.

The historical performance of the reference rate is not an indication of future performance. The historical
performance of the reference rate should not be taken as an indication of future performance during the term of the notes.
Changes in the levels of the reference rate will affect the trading price of the notes, but it is impossible to predict whether such
levels will rise or fall. There can be no assurance that the reference rate will be positive. Furthermore, the historical
performance of the reference rate does not reflect the return the notes would have yielded, because it does not take into
account the fact that the interest rate on the notes for each interest payment period during the floating interest rate period is
only 97.00% of 10CMS.

You w ill not receive the full 10CMS rate during the floating interest rate period. Because you will receive only
97.00% of 10CMS, you will not receive the full 10CMS rate during the floating interest rate period.

Investors are subject to our credit risk, and any actual or anticipated changes to our credit ratings or
c re dit spre a ds m a y a dve rse ly a ffe c t t he m a rk e t va lue of t he not e s. Investors are dependent on our ability to pay
all amounts due on the notes on interest payment dates and at maturity and therefore investors are subject to our credit risk
and to changes in the market's view of our creditworthiness. The notes are not guaranteed by any other entity. If we default on
our obligations under the notes, your investment would be at risk and you could lose some or all of your investment. As a
result, the market value of the notes prior to maturity will be affected by changes in the market's view of our creditworthiness.
Any actual or anticipated decline in our credit ratings or increase in the credit spreads charged by the market for taking our
credit risk is likely to adversely affect the value of the notes.

The price at w hich the notes may be sold prior to maturity w ill depend on a number of factors and may
be subst a nt ia lly le ss t ha n t he a m ount for w hic h t he y w e re origina lly purc ha se d. Some of these factors
include, but are not limited to: (i) actual or anticipated changes in the level of the reference rate, (ii) volatility of the level of the
reference rate, (iii) changes in interest and yield rates, (iv) any actual or anticipated changes in our credit ratings or credit
spreads and (v) time remaining to maturity. Generally, the longer the time remaining to maturity and the more tailored the
exposure, the more the market value of the notes will be affected by the other factors described in the preceding sentence.
This can lead to significant adverse changes in the market value of securities like the notes. Depending on the actual or
anticipated level of the reference rate, the market value of the notes is expected to decrease and you may receive substantially
less than 100% of the issue price if you are able to sell your notes prior to maturity.

The rate w e are w illing to pay for securities of this type, maturity and issuance size is likely to be low er
t ha n t he ra t e im plie d by our se c onda ry m a rk e t c re dit spre a ds a nd a dva nt a ge ous t o us. Bot h t he low e r
ra t e a nd t he inc lusion of c ost s a ssoc ia t e d w it h issuing, se lling, st ruc t uring a nd he dging t he not e s in t he
origina l issue pric e re duc e t he e c onom ic t e rm s of t he not e s, c a use t he e st im a t e d va lue of t he not e s t o
be le ss t ha n t he origina l issue pric e a nd w ill a dve rse ly a ffe c t se c onda ry m a rk e t pric e s. Assuming no
change in market conditions or any other relevant factors, the prices, if any, at which dealers, including MS & Co., are willing to
purchase the notes in secondary market transactions will likely be significantly lower than the original issue price, because
secondary market prices will exclude the issuing, selling, structuring and hedging-related costs that are included in the original
issue price and borne by you and because the secondary market prices will reflect our secondary market credit spreads and
the bid-offer spread that any dealer would charge in a secondary market transaction of this type, the costs of unwinding the
related hedging transactions as well as other factors.

The inclusion of the costs of issuing, selling, structuring and hedging the notes in the original issue price and the lower rate we
are willing to pay as issuer make the economic terms of the notes less favorable to you than they otherwise would be.

The estimated value of the notes is determined by reference to our pricing and valuation models, w hich
m a y diffe r from t hose of ot he r de a le rs a nd is not a m a x im um or m inim um se c onda ry m a rk e t pric e . These
pricing and valuation models are proprietary and rely in part on subjective views of certain market inputs and certain
assumptions about future events, which may prove to be incorrect. As a result, because there is no market-standard way to
value these types of

September 2015
Page 5
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Fixed to Floating Rate Notes due 2022
Ba se d on t he 1 0 -Y e a r Const a nt M a t urit y Sw a p Ra t e
securities, our models may yield a higher estimated value of the notes than those generated by others, including other dealers
in the market, if they attempted to value the notes. In addition, the estimated value on the pricing date does not represent a
minimum or maximum price at which dealers, including MS & Co., would be willing to purchase your notes in the secondary
market (if any exists) at any time. The value of your notes at any time after the date of this document will vary based on many
factors that cannot be predicted with accuracy, including our creditworthiness and changes in market conditions.

The notes w ill not be listed on any securities exchange and secondary trading may be limited. The notes
will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the notes. MS & Co.
and WFS may, but are not obligated to, make a market in the notes and, if either of them once chooses to make a market,
may cease doing so at any time. When they do make a market, they will generally do so for transactions of routine secondary
market size at prices based on their respective estimates of the current value of the notes, taking into account their respective
bid/offer spreads, our credit spreads, market volatility, the notional size of the proposed sale, the cost of unwinding any related
hedging positions, the time remaining to maturity and the likelihood that they will be able to resell the notes. Even if there is a
secondary market, it may not provide enough liquidity to allow you to trade or sell the notes easily. Since other broker-dealers
may not participate significantly in the secondary market for the notes, the price at which you may be able to trade your notes
is likely to depend on the price, if any, at which MS & Co. or WFS is willing to transact. If, at any time, MS & Co. and WFS
were to cease making a market in the notes, it is likely that there would be no secondary market for the notes. Accordingly, you
should be willing to hold your notes to maturity.

Morgan Stanley & Co. LLC, w hich is a subsidiary of the issuer, has determined the estimated value on
t he pric ing da t e . MS & Co. has determined the estimated value of the notes on the pricing date.

The issuer, the agents or their respective subsidiaries or affiliates may publish research that could
a ffe c t t he m a rk e t va lue of t he not e s. T he y m a y a lso he dge t he issue r's obliga t ions unde r t he not e s. The
issuer, the agents or one or more of their affiliates may, at present or in the future, publish research reports with respect to
movements in interest rates generally or the reference rate specifically. This research is modified from time to time without
notice and may express opinions or provide recommendations that are inconsistent with purchasing or holding the notes. Any of
these activities may affect the market value of the notes. In addition, the agents or their affiliates may hedge the issuer's
obligations under the notes and they may realize a profit from that expected hedging activity even if investors do not receive a
favorable investment return under the terms of the notes or in any secondary market transaction.

The calculation agent, w hich is a subsidiary of the issuer, w ill make determinations w ith respect to the
not e s. Any of these determinations made by the calculation agent may adversely affect the payout to investors. Moreover,
certain determinations made by the calculation agent may require it to exercise discretion and make subjective judgments, such
as with respect to the reference rate. These potentially subjective determinations may adversely affect the payout to you on the
notes. For further information regarding these types of determinations, see "Additional Provisions?Reference Rate" and related
definitions above.

September 2015
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Fixed to Floating Rate Notes due 2022
Ba se d on t he 1 0 -Y e a r Const a nt M a t urit y Sw a p Ra t e
Use of Proceeds and Hedging

The proceeds we receive from the sale of the notes will be used for general corporate purposes. We will receive, in aggregate,
$1,000 per note issued, because, when we enter into hedging transactions in order to meet our obligations under the notes, our
hedging counterparty will reimburse the cost of the agents' commissions. The costs of the notes borne by you and described on
page 2 above comprise the agents' commissions and the cost of issuing, structuring and hedging the notes.

Supplemental Information Concerning Plan of Distribution; Conflicts of Interest
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We expect to deliver the notes against payment therefor in New York, New York on September 15, 2015, which will be the third
scheduled business day following the date of the pricing of the notes.

MS & Co. and WFS will act as the agents for this offering. WFS will receive a commission of up to $15 for each note it sells. WFS
proposes to offer the notes in part directly to the public at the price to public set forth on the cover page of this document and in
part to Wells Fargo Advisors, LLC ("WFA"), an affiliate of WFS, or other securities dealers at such price less a selling concession of
up to $15 per note.

MS & Co. is our wholly-owned subsidiary and it and other subsidiaries of ours expect to make a profit by selling, structuring and,
when applicable, hedging the notes.

The agents will conduct this offering in compliance with the requirements of FINRA 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. MS & Co. or any of our other affiliates may not make sales in this offering to any
discretionary account.

Acceleration Amount in Case of an Event of Default

In case an event of default with respect to the notes shall have occurred and be continuing, the amount declared due and payable
per note upon any acceleration of the notes shall be an amount in cash equal to the stated principal amount plus accrued and
unpaid interest.

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
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 the effect of fraudulent
conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. 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 19, 2014, which is Exhibit 5-a to the
Registration Statement on Form S-3 filed by Morgan Stanley on November 19, 2014.

September 2015
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Tax Considerations

In the opinion of our counsel, Davis Polk & Wardwell LLP, the notes will be treated as "variable rate debt instruments" for U.S.
federal tax purposes. The notes will be treated as providing for a single fixed rate followed by a single qualified floating rate
("QFR"), as described in the sections of the accompanying prospectus supplement called "United States Federal Taxation?Tax
Consequences to U.S. Holders?Notes?Floating Rate Notes?General" and "?Floating Rate Notes that Provide for Multiple Rates."
Under applicable Treasury Regulations, in order to determine the amount of qualified stated interest ("QSI") and original issue
discount ("OID") in respect of the notes, an equivalent fixed rate debt instrument must be constructed. The equivalent fixed rate
debt instrument is constructed in the following manner: (i) first, the initial fixed rate is converted to a QFR that would preserve the
fair market value of the notes, and (ii) second, each QFR (including the QFR determined under (i) above) is converted to a fixed
rate substitute (which will generally be the value of that QFR as of the issue date of the notes). The rules under "United States
Federal Taxation?Tax Consequences to U.S. Holders?Notes?Discount Notes?General" must be applied to the equivalent fixed rate
debt instrument to determine the amounts of QSI and OID on the notes. Under this method, the notes may be issued with OID.
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A U.S. holder is required to include any QSI in income in accordance with the U.S. holder's regular method of accounting for U.S.
federal income tax purposes. U.S. holders will be required to include OID in income for U.S. federal income tax purposes as it
accrues, in accordance with a constant yield method based on a compounding of interest. QSI allocable to an accrual period must
be increased (or decreased) by the amount, if any, which the interest actually accrued or paid during an accrual period (including
the fixed rate payments made during the initial period) exceeds (or is less than) the interest assumed to be accrued or paid during
the accrual period under the equivalent fixed rate debt instrument. For the QSI and the amount of OID (if any) on a note, please
contact Morgan Stanley Structured Notes at 212-761-4000.

If you are a non-U.S. holder, please read the section of the accompanying prospectus supplement called "United States Federal
Taxation--Tax Consequences to Non-U.S. Holders."

Both U.S. and non-U.S. holders should read the section of the accompanying prospectus supplement entitled "United States
Federal Taxation."

Y ou should c onsult your t a x a dvise r re ga rding a ll a spe c t s of t he U .S. fe de ra l t a x c onse que nc e s of a n
inve st m e nt in t he not e s, a s w e ll a s a ny t a x c onse que nc e s a rising unde r t he la w s of a ny st a t e , loc a l or non -
U .S. t a x ing jurisdic t ion.

T he disc ussion in t he pre c e ding pa ra gra phs unde r "T a x Conside ra t ions," a nd t he disc ussion c ont a ine d in
t he se c t ion e nt it le d "U nit e d St a t e s Fe de ra l T a x a t ion" in t he a c c om pa nying prospe c t us supple m e nt , insofa r
a s t he y purport t o de sc ribe provisions of U .S. fe de ra l inc om e t a x la w s or le ga l c onc lusions w it h re spe c t
t he re t o, c onst it ut e t he full opinion of Da vis Polk & Wa rdw e ll LLP re ga rding t he m a t e ria l U .S. fe de ra l t a x
c onse que nc e s of a n inve st m e nt in t he not e s.

Contact Information

Morgan Stanley Wealth Management clients may contact their local Morgan Stanley branch office or our principal executive offices
at 1585 Broadway, New York, New York 10036 (telephone number (866) 477-4776). All other clients may contact their local
brokerage representative. Third-party distributors may contact Morgan Stanley Structured Investment Sales at (800) 233-1087.

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Where You Can Find More Information

Morgan Stanley has filed a registration statement (including a prospectus, as supplemented by a prospectus supplement) with the
Securities and Exchange Commission, or SEC, for the offering to which this pricing supplement relates. You should read the
prospectus in that registration statement, the prospectus supplement and any other documents relating to this offering that Morgan
Stanley has filed with the SEC for more complete information about Morgan Stanley and this offering. You may get these
documents without cost by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, Morgan Stanley will arrange to send
you the prospectus and the prospectus supplement if you so request by calling toll-free 800-584-6837.

You may access these documents on the SEC web site at.www.sec.gov as follows:

Prospe c t us Supple m e nt da t e d N ove m be r 1 9 , 2 0 1 4

Prospe c t us da t e d N ove m be r 1 9 , 2 0 1 4

Terms used but not defined in this pricing supplement are defined in the prospectus supplement or in the prospectus. As used in
this pricing supplement, the "Company," "we," "us" and "our" refer to Morgan Stanley.

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