Obligation Morgan Stanleigh 2% ( US61760QKM59 ) en USD

Morgan Stanleigh

100 % ⇌

Etas-Unis

US61760QKM59 ( en USD )

2% par an ( paiement semestriel )

29/06/2020 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley US61760QKM59 en USD 2%, échue

1 000 USD

52 000 000 USD

61760QKM5

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 Morgan Stanley (ISIN : US61760QKM59, CUSIP : 61760QKM5), émise aux États-Unis pour un montant total de 52 000 000 USD, avec un coupon de 2%, une taille minimale d'achat de 1 000 USD et une maturité le 29/06/2020, a été remboursée à 100% à sa date d'échéance.

424B2 1 dp77387_424b2-ps1629.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Maximum Aggregate Offering
Title of Each Class of Securities Offered

Price

Amount of Registration Fee
Fixed to Floating Rate Notes due 2020
$52,000,000
$6,026.80

June 2017
Pricing Supplement No. 1,629
Registration Statement No. 333-200365
Dated June 14, 2017
Filed pursuant to Rule 424(b)(2)
Fixed to Floating Rate Notes due 2020
Based on 3-Month USD LIBOR
As further described below, interest will accrue and be payable on the notes quarterly, in arrears, (i) from the original issue date to
June 29, 2018: at a rate of 2.00% per annum and (ii) from June 29, 2018 to maturity: at a variable rate equal to 3-Month USD
LIBOR plus 0.75%, subject to the minimum interest rate of 0.00% per annum and the maximum interest rate of 4.00% per annum.
All payments are subject to the credit risk of Morgan Stanley. If Morgan Stanley defaults on its obligations,
you could lose some or all of your investment. These securities are not secured obligations and you will not
have any security interest in, or otherwise have any access to, any underlying reference asset or assets.
FINAL TERMS
Issuer:
Morgan Stanley
Aggregate principal amount: $52,000,000. May be increased prior to the original issue date but we are not required to do
so.
Issue price:
$1,000 per note
Stated principal amount:
$1,000 per note
Pricing date:
June 14, 2017
Original issue date:
June 29, 2017 (11 business days after the pricing date)
Maturity date:
June 29, 2020
Interest accrual date:
June 29, 2017
Payment at maturity:
The payment at maturity per note will be the stated principal amount plus accrued and unpaid
interest, if any
Reference rate:
3-Month USD LIBOR. Please see "Additional Provisions--Reference Rate" below.
Interest rate:
From and including the original issue date to but excluding June 29, 2018: 2.00% per annum
From and including June 29, 2018 to but excluding the maturity date (the "floating interest rate
period"):
Reference rate plus 0.75%; subject to the minimum interest rate and the maximum
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) London banking 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 and the maximum interest rate of 4.00% per
annum.
Interest payment period:
Quarterly
Interest payment period end Unadjusted
dates:
Interest payment dates:
Each March 29, June 29, September 29 and December 29, beginning September 29, 2017;
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.
Interest reset dates:
Each March 29, June 29, September 29 and December 29, beginning June 29, 2018; provided
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that such interest reset dates shall not be adjusted for non-business days.
Day-count convention:
30/360
Minimum interest rate:
0.00% per annum during the floating interest rate period
Maximum interest rate:
4.00% per annum during the floating interest rate period
Redemption:
Not applicable
Specified currency:
U.S. dollars
CUSIP / ISIN:
61760QKM5 / US61760QKM59
Book-entry or certificated
Book-entry
note:
Business day:
New York
Agent:
Morgan Stanley & Co. LLC ("MS & Co."), a wholly owned subsidiary of Morgan Stanley. See
"Supplemental Information Concerning Plan of Distribution; Conflicts of Interest."
Calculation agent:
Morgan Stanley Capital Services LLC
Trustee:
The Bank of New York Mellon
Estimated value on the
$997.40 per note. The estimated value on any subsequent pricing date may be lower than this
pricing date:
estimate, but will in no case be less than $976.50 per note. See "The Notes" on page 2.

Commissions and issue
Agent's
price:
Price to public
commissions(1)
Proceeds to issuer(2)
Per note
$1,000
$1
$999
Total
$52,000,000
$52,000
$51,948,000
(1) Morgan Stanley or one of our affiliates will pay varying discounts and commissions to dealers, including Morgan Stanley Wealth
Management (an affiliate of the agent) and their financial advisors, of up to $1 per note depending on market conditions. See
"Supplemental Information Concerning Plan of Distribution; Conflicts of Interest." For additional information, see "Plan of
Distribution (Conflicts of Interest)" in the accompanying prospectus supplement.
(2)
See "Use of Proceeds and Hedging" on page 6.
The notes involve risks not associated with an investment in ordinary debt securities. See
"Risk Factors" beginning on page 4.
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 and
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
You should read this document together with the related prospectus supplement and prospectus, each of
which can be accessed via the hyperlinks below.
Prospectus Supplement dated January 11, 2017 Prospectus dated February 16, 2016
The notes are not deposits or savings accounts and are not insured by the Federal Deposit Insurance
Corporation or any other governmental agency or instrumentality, nor are they obligations of, or guaranteed
by, a bank.

Morgan Stanley
Fixed to Floating Rate Notes due 2020
Based on 3-Month USD LIBOR
The Notes
The notes are debt securities of Morgan Stanley. From the original issue date until June 29, 2018, interest on the notes will accrue
and be payable on the notes quarterly, in arrears, at 2.00% 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 equal to 3-Month USD LIBOR
plus 0.75%, subject to the minimum interest rate of 0.00% per annum and the maximum interest rate of 4.00% 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 $997.40. The estimated value on any
subsequent pricing date may be lower than this estimate, but will in no case be less than $976.50 per note.
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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-
based component linked to LIBOR. The estimated value of the notes is determined using our own pricing and valuation models,
market inputs and assumptions relating to LIBOR, instruments based on LIBOR, 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 maximum 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 securities 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 LIBOR, 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.
Additional Provisions
Reference Rate
"LIBOR" as defined in the accompanying prospectus in the section called "Description of Debt Securities--Floating Rate Debt
Securities" and "--Base Rates" with an index maturity of 3 months and an index currency of U.S. dollars and as displayed on
Reuters Page LIBOR01.

June 2017
Page 2
Morgan Stanley
Fixed to Floating Rate Notes due 2020
Based on 3-Month USD LIBOR
Historical Information
The following graph sets forth the historical percentage levels of the reference rate for the period from January 1, 2007 to June 14,
2017. The historical levels of the reference rate do not reflect the 0.75% spread that will apply to the interest that will accrue on the
notes 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.

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* The red line in the graph above represents the maximum interest rate of 4.00% per annum, and the green
line represents the minimum interest rate of 0.00% per annum, in each case, applicable to each interest
payment period during the floating rate interest rate period.

June 2017
Page 3
Morgan Stanley
Fixed to Floating Rate Notes due 2020
Based on 3-Month USD LIBOR
Risk Factors
The notes involve risks not associated with an investment in ordinary floating rate notes. An investment in the notes entails
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 a complete list of risk factors, please see the accompanying prospectus supplement and
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.

The amount of interest payable on the notes for each interest payment period during the floating
interest rate period is capped. The interest rate on the notes for each interest payment period during the floating interest
rate period is capped at the maximum interest rate of 4.00% per annum (equal to a maximum quarterly interest payment of
$10.00 for each $1,000 stated principal amount of notes).

Investors are subject to our credit risk, and any actual or anticipated changes to our credit ratings or
credit spreads may adversely affect the market value of the notes. 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
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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 which the notes may be sold prior to maturity will depend on a number of factors and may
be substantially less than the amount for which they were originally purchased. 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 price 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 price 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 we are willing to pay for securities of this type, maturity and issuance size is likely to be lower
than the rate implied by our secondary market credit spreads and advantageous to us. Both the lower
rate and the inclusion of costs associated with issuing, selling, structuring and hedging the notes in the
original issue price reduce the economic terms of the notes, cause the estimated value of the notes to
be less than the original issue price and will adversely affect secondary market prices. 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.

June 2017
Page 4
Morgan Stanley
Fixed to Floating Rate Notes due 2020
Based on 3-Month USD LIBOR

The estimated value of the notes is determined by reference to our pricing and valuation models, which
may differ from those of other dealers and is not a maximum or minimum secondary market price. 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 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 pricing
supplement will vary based on many factors that cannot be predicted with accuracy, including our creditworthiness and
changes in market conditions.

The notes will 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.
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. When it does make a market, it will generally do so for transactions of routine secondary market size at prices based on
its estimate of the current value of the notes, taking into account its bid/offer spread, 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 it 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.
is willing to transact. If, at any time, MS & Co. 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.
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Morgan Stanley & Co. LLC, which is a subsidiary of the issuer, has determined the estimated value on
the pricing date. MS & Co. has determined the estimated value of the notes on the pricing date.

The issuer, its subsidiaries or affiliates may publish research that could affect the market value of the
notes. They also expect to hedge the issuer's obligations under the notes. The issuer or one or more of its
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 issuer's subsidiaries expect to 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, which is a subsidiary of the issuer, will make determinations with respect to the
notes. 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 "Description of Debt Securities--Base Rates--
LIBOR Debt Securities" and related definitions in the accompanying prospectus.

June 2017
Page 5
Morgan Stanley
Fixed to Floating Rate Notes due 2020
Based on 3-Month USD LIBOR
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 Agent's commissions. The costs of the notes borne by you and described on
page 2 above comprise the Agent's commissions and the cost of issuing, structuring and hedging the notes.
Supplemental Information Concerning Plan of Distribution; Conflicts of Interest
We expect to deliver the notes against payment therefor in New York, New York on June 29, 2017, which will be the eleventh
scheduled business day following the date of the pricing of the notes. Under Rule 15c6-1 of the Exchange Act, trades in the
secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree
otherwise. Accordingly, purchasers who wish to trade notes on the date of pricing or on or prior to the third business day prior to
the original issue date will be required to specify alternative settlement arrangements to prevent a failed settlement.
Morgan Stanley or one of our affiliates will pay varying discounts and commissions to dealers, including Morgan Stanley Smith
Barney LLC ("Morgan Stanley Wealth Management") and their financial advisors, of up to $1 per note depending on market
conditions. The agent may distribute the notes through Morgan Stanley Wealth Management, as selected dealer, or other dealers,
which may include Morgan Stanley & Co. International plc ("MSIP") and Bank Morgan Stanley AG. Morgan Stanley Wealth
Management, MSIP and Bank Morgan Stanley AG are affiliates of Morgan Stanley.
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.
MS & Co. 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
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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 January 11, 2017, which is Exhibit 5.1 to the Form 8-K
filed by Morgan Stanley on January 11, 2017.
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.

June 2017
Page 6
Morgan Stanley
Fixed to Floating Rate Notes due 2020
Based on 3-Month USD LIBOR
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. They will be taxed in the manner described in the section of the accompanying prospectus supplement called
"United States Federal Taxation--Tax Consequences to U.S. Holders--Notes--Floating Rate Notes."
If the notes were issued today, based on market conditions, the notes would be treated as providing for a single qualified floating
rate ("QFR"). In such case, the notes would not be treated as issued with original issue discount ("OID") and interest paid on the
notes would be treated as qualified stated interest ("QSI"). Alternatively, if the notes were treated as "variable rate debt instruments"
but the fixed rate was not within 0.25% of the floating rate on the issue date, the notes would instead be treated as "variable rate
debt instruments" providing for a single fixed rate followed by a single 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." In such case, under applicable Treasury Regulations, in order
to determine the amount of QSI and 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. The determination of which rules apply will be made at the issuance of the notes.
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 at [email protected].
If you are a non-U.S. holder, please read the section of the accompanying prospectus supplement called "United States Federal
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Taxation--Tax Consequences to Non-U.S. Holders."
You should consult your tax adviser regarding all aspects of the U.S. federal tax consequences of an
investment in the notes, as well as any tax consequences arising under the laws of any state, local or non-
U.S. taxing jurisdiction.
The discussion in the preceding paragraphs under "Tax Considerations," and the discussion contained in
the section entitled "United States Federal Taxation" in the accompanying prospectus supplement, insofar
as they purport to describe provisions of U.S. federal income tax laws or legal conclusions with respect
thereto, constitute the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal tax
consequences of an investment in the notes.

June 2017
Page 7
Morgan Stanley
Fixed to Floating Rate Notes due 2020
Based on 3-Month USD LIBOR
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:
Prospectus Supplement dated January 11, 2017
Prospectus dated February 16, 2016
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.

June 2017
Page 8
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Document Outline

- #1">