Obligation Morgan Stanleigh 10% ( US61761JDB26 ) en USD

Morgan Stanleigh

100 % ▲

Etas-Unis

US61761JDB26 ( en USD )

10% par an ( paiement semestriel )

18/02/2033

Prospectus brochure de l'obligation Morgan Stanley US61761JDB26 en USD 10%, échéance 18/02/2033

1 000 USD

2 000 000 USD

61761JDB2

N/A

18/02/2026 ( Dans 68 jours )

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 US61761JDB26, paye un coupon de 10% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 18/02/2033

http://www.sec.gov/Archives/edgar/data/895421/000095010313001144/dp36354_424b2-ps611.htm
424B2 1 dp36354_424b2-ps611.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of Registration
Title of Each Class of Securities Offered
Offering Price
Fee
Contingent Coupon Notes due 2033
$2,000,000
$272.80
February 2013
Pricing Supplement No. 611
Registration Statement No. 333-178081
Dated February 14, 2013
Filed pursuant to Rule 424(b)(2)
S T R U C T U R E D I N V E S T M E N T S
Opportunities in U.S. and International Equities
Contingent Coupon Notes Based on the Worst Performing of the Russell 2000® Index and the EURO STOXX 50® Index due
February 18, 2033
The notes are senior unsecured obligations of Morgan Stanley and have the terms described in the accompanying prospectus supplement, index supplement and prospectus, as supplemented or modified by
this document. Unlike ordinary debt securities, the notes do not provide for the regular payment of interest and instead wil pay a contingent monthly coupon but only if the index closing value of each of the
Russell 2000® Index and the EURO STOXX 50® Index on the related observation date is at or above 89.5% of its respective initial index value, which we refer to as the barrier level. If the index closing
value of either underlying index is less than the barrier level for such index on any observation date, we wil pay no interest for the related interest period. At maturity, you wil receive an amount equal to the stated
principal amount for each note you hold plus the contingent monthly coupon with respect to the final observation date, if any. Investors will not participate in any appreciation of either underlying index
and should be willing to hold their notes for the entire 20-year term. These long-dated notes are for investors who seek an opportunity to earn interest at a potentially above-market rate in exchange for the
risk of receiving no monthly interest over the 20-year term if either underlying index closes below the barrier level for such index on the observation dates. Because the payment of contingent monthly coupons is
based on the worst performing of the underlying indices, the fact that the notes are linked to two underlying indices does not provide any asset diversification benefits and instead means that a decline of either
underlying index beyond the relevant barrier level wil result in no contingent monthly coupons, even if the other underlying index closes at or above its barrier level. The issuer will not pay a contingent
monthly coupon on any contingent coupon payment date if the closing value of either underlying index is below the barrier level for such index on the related observation date. The notes are
senior notes issued as part of Morgan Stanley's Series F Global Medium-Term Notes program. Al payments on the notes, including the repayment of principal, are subject to the credit risk of Morgan Stanley.
FINAL TERMS
Issuer:
Morgan Stanley
Underlying indices:
Russell 2000® Index (the "RTY Index") and EURO STOXX 50® Index (the "SX5E Index")
Aggregate principal amount:
$2,000,000
Stated principal amount:
$1,000 per note
Issue price:
$1,000 per note
Pricing date:
February 14, 2013
Original issue date:
February 20, 2013 (3 business days after the pricing date)
Maturity date:
February 18, 2033
Contingent monthly coupon:
A contingent coupon at a rate of 10% per annum is paid monthly only if the closing value of each underlying index is at or above its respective barrier
level on the related observation date.
If, on any observation date, the closing value of either underlying index is less than the barrier level for such index, we will pay no coupon for
the applicable interest period. It is possible that one or both underlying indices could remain below the respective barrier level(s) for extended
periods of time or even throughout the entire 20-year term of the notes so that you will receive few or no contingent monthly coupons.
Barrier level:
With respect to the RTY Index: 826.7652, which is 89.5% of the initial index value for such index
With respect to the SX5E Index: 2,358.63825, which is 89.5% of the initial index value for such index
Initial index value:
With respect to the RTY Index: 923.76, which is the index closing value of such index on the pricing date
With respect to the SX5E Index: 2,635.35, which is the index closing value of such index on the pricing date
Contingent coupon payment dates:
The 20th day of each month, beginning March 20, 2013; provided that if any such day is not a business day, that contingent monthly coupon, if any, wil be
made on the next succeeding business day and no adjustment wil be made to any coupon payment made on that succeeding business day; provided further
that the contingent coupon, if any, with respect to the final observation date shall be paid on the maturity date.
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Observation dates:
The third scheduled business day preceding each scheduled contingent coupon payment date, beginning with the March 20, 2013 contingent coupon
payment date, subject to postponement for non-index business days and certain market disruption events.
Payment at maturity:
At maturity, you wil receive an amount equal to the stated principal amount for each note you hold plus the contingent monthly coupon with respect to the final
observation date, if any.
CUSIP:
61761JDB2
ISIN:
US61761JDB26
Listing:
The notes wil not be listed on any securities exchange.
Agent:
Morgan Stanley & Co. LLC ("MS & Co."), a wholly-owned subsidiary of Morgan Stanley. See "Supplemental information regarding plan of distribution;
conflicts of interest."
Commissions and Issue Price:
Price to Public
Agent's Commissions(1)
Proceeds to Issuer
Per note
$1,000
$10
$990
Total
$2,000,000
$20,000
$1,980,000
(1) Selected dealers and their financial advisors will collectively receive from the Agent, MS & Co., a fixed sales commission of $10 for each note they sell. See "Supplemental information regarding plan
of distribution; conflicts of interest." For additional information, see "Plan of Distribution (Conflicts of Interest)" in the accompanying prospectus supplement.

The notes involve risks not associated with an investment in ordinary debt securities. See "Risk Factors" beginning on page 5.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved these notes, or determined if this document or the accompanying prospectus
supplement, index supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

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.

You should read this document together with the related prospectus supplement, index supplement and prospectus, each of which can be accessed via the hyperlinks below. Please also
see "Additional Information About the Notes" at the end of this document.

Prospectus Supplement dated November 21, 2011
Index Supplement dated November 21, 2011 Prospectus dated November 21, 2011

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Contingent Coupon Notes Based on the Worst Performing of the Russell 2000® Index and the EURO STOXX 50® Index due February 18, 2033
Investment Overview

Contingent Coupon Notes Based on the Worst Performing of the Russell 2000® Index and the EURO STOXX 50® Index due February 18, 2033 (the "notes") do not
provide for the regular payment of interest and instead wil pay a contingent monthly coupon but only if the index closing value of each of the Russell 2000® Index
and the EURO STOXX 50® Index (which we refer to together as the "underlying indices") is at or above 89.5% of its respective initial index value, which we refer
to as the barrier level, on the related observation date. If the index closing value of either underlying index is less than the barrier level for such index on any
observation date, we wil pay no coupon for the related monthly period. It is possible that the index closing value of one or both underlying indices wil remain below
the respective barrier level(s) for extended periods of time or even throughout the entire 20-year term of the notes so that you wil receive few or no contingent
monthly coupons. We refer to the coupon on the notes as contingent, because there is no guarantee that you wil receive a coupon payment on any contingent
coupon payment date. Even if an underlying index were to be at or above the barrier level for such index on some monthly observation dates, it may fluctuate below
the barrier level on others. In addition, even if one underlying index were to be at or above the barrier level for such index on all monthly observation dates, you wil
receive a contingent monthly coupon only with respect to the observation dates on which the other underlying index is also at or above the barrier level for such
index, if any.

Maturity:
Approximately 20 years
Contingent monthly
From and including the original issue date to but excluding the maturity date, a contingent monthly
coupon:
coupon at a rate of 10% per annum wil be paid on the notes but only if the closing value of each
underlying index is at or above its respective barrier level on the related observation date.

If, on any observation date, the closing value of either underlying index is less than the
barrier level for such index, we will pay no coupon for the applicable monthly period. It is
possible that one or both underlying indices will remain below the respective barrier level(s)
for extended periods of time or even throughout the entire 20-year term of the notes so that
you will receive few or no contingent monthly coupons.

Morgan Stanley 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). Al other clients may contact their local brokerage representative. Third-party distributors may contact Morgan Stanley
Structured Investment Sales at (800) 233-1087.

Key Investment Rationale

The notes do not provide for the regular payment of interest and instead wil pay a contingent monthly coupon but only if the index closing value of each underlying
index is at or above its respective barrier level on the related observation date. The notes have been designed for investors who are wil ing to forgo market floating
interest rates and accept the risk of no interest payments during the entire 20-year term of the notes in exchange for an opportunity to earn interest at a potential y
above market rate if each underlying index closes at or above its respective barrier level on each monthly observation date. The fol owing scenarios are for
il ustration purposes only to demonstrate how the coupon is calculated, and do not attempt to demonstrate every situation that may occur.

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Scenario 1: A contingent monthly coupon
This scenario assumes that each underlying index closes at or above its respective barrier level on every monthly
is paid for all interest periods, which is the
observation date. Investors receive the 10% per annum contingent monthly coupon for each interest period during
best case scenario.
the term of the notes.
Scenario 2: A contingent monthly coupon
This scenario assumes that each underlying index closes at or above its respective barrier level on some monthly
is paid for some, but not al , interest
observation dates but one or both underlying indices close below the respective barrier level(s) for such index on the
periods
others. Investors receive the contingent monthly coupon for the monthly interest periods that the index closing value
of each underlying index is at or above its respective barrier level on the related observation date, but not for the
interest periods that one or both underlying indices close below the respective barrier level(s) on the related
observation date.
Scenario 3 : No contingent monthly
This scenario assumes that one or both underlying indices close below the respective barrier level(s) on every
coupon is paid for any interest period and
monthly observation date. Since one or both underlying indices close below the respective barrier level(s) on every
investors receive zero return over the
monthly observation date, investors do not receive any contingent monthly coupon during the entire 20-year term of
20-year term of the notes.
the notes.

February 2013
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Contingent Coupon Notes Based on the Worst Performing of the Russell 2000® Index and the EURO STOXX 50® Index due February 18, 2033
Underlying Indices Summary

Russel 2000® Index

The Russel 2000® Index is an index calculated, maintained and published by Russel Investments, a subsidiary of Russell Investment Group. The Russell 2000®
Index measures the composite price performance of stocks of 2,000 companies (the "Russell 2000® Component Stocks") incorporated in the U.S. and its territories.
Al 2,000 stocks are traded on a major U.S. exchange and are the 2,000 smallest securities that form the Russell 3000® Index. The Russel 3000® Index is
composed of the 3,000 largest U.S. companies as determined by market capitalization and represents approximately 98% of the U.S. equity market. The Russel
2000® Index consists of the smal est 2,000 companies included in the Russell 3000® Index and represents a smal portion of the total market capitalization of the
Russel 3000® Index. The Russell 2000® Index is designed to track the performance of the smal capitalization segment of the U.S. equity market.

Information as of market close on February 14, 2013:

Bloomberg Ticker Symbol:
RTY
Current Index Value:
923.76
52 Weeks Ago:
820.65
52 Week High (on 2/14/2013):
923.76
52 Week Low (on 6/4/2012):
737.24

For additional information about the Russel 2000® Index, see the information set forth under "Russel 2000® Index" in the accompanying index
supplement. Furthermore, for additional historical information, see "Russel 2000® Index Overview," beginning on page 9 of this pricing supplement.

EURO STOXX 50® Index Overview

The EURO STOXX 50® Index was created by STOXX Limited, which is owned by Deutsche Börse AG and SIX Group AG. Publication of the EURO STOXX 50®
Index began on February 26, 1998, based on an initial index value of 1,000 at December 31, 1991. The EURO STOXX 50® Index is composed of 50 component
stocks of market sector leaders from within the STOXX 600 Supersector Indices, which includes stocks selected from the Eurozone. The component stocks have a
high degree of liquidity and represent the largest companies across all market sectors

Information as of market close on February 14, 2013:

Bloomberg Ticker Symbol:
SX5E
Current Index Value:
2,635.35
52 Weeks Ago:
2,488.29
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52 Week High (on 1/29/2013):
2,749.27
52 Week Low (on 6/1/2012):
2,068.66

For additional information about the EURO STOXX 50® Index, see the information set forth under "EURO STOXX 50® Index" in the accompanying index
supplement. Furthermore, for additional historical information, see "EURO STOXX 50® Index Overview," beginning on page 11 of this pricing supplement.

February 2013
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Contingent Coupon Notes Based on the Worst Performing of the Russell 2000® Index and the EURO STOXX 50® Index due February 18, 2033
Hypothetical Examples
The fol owing hypothetical examples il ustrate how to determine whether a contingent monthly coupon is paid with respect to an observation date. The fol owing
examples are for il ustrative purposes only. Whether you receive a contingent monthly coupon wil be determined on each monthly observation date. The actual
initial index value and barrier level for each underlying index are set forth on the cover page of this document. Al payments on the notes, including the repayment of
principal, are subject to the credit risk of Morgan Stanley. The below examples are based on the fol owing terms:

Contingent Monthly Coupon:
10% per annum (corresponding to approximately $8.3333 per month)

With respect to each coupon payment date, a contingent monthly coupon is paid but only if the closing value
of each underlying index is at or above its respective barrier level on the related observation date.
Hypothetical Initial Index Value:
With respect to the RTY Index: 900

With respect to the SX5E Index: 2,700
Hypothetical Barrier Level:
With respect to the RTY Index: 805.50, which is 89.5% of the hypothetical initial index value for such index

With respect to the SX5E Index: 2,416.50, which is 89.5% of the hypothetical initial index value for such index

Index Closing Value
Contingent Monthly Coupon

RTY Index
SX5E Index

Hypothetical Observation
950 (at or above barrier level)
2,500 (at or above barrier level)
Approximately $8.3333
Date 1
Hypothetical Observation
780 (below barrier level)
2,600 (at or above barrier level)
$0
Date 2
Hypothetical Observation
920 (at or above barrier level)
2,000 (below barrier level)
$0
Date 3
Hypothetical Observation
700 (below barrier level)
1,800 (below barrier level)
$0
Date 4

On hypothetical observation date 1, both the RTY Index and SX5E Index close at or above their respective barrier levels. Therefore a contingent monthly coupon of
approximately $8.3333 is paid on the relevant contingent coupon payment date.

On each of the hypothetical observation dates 2 and 3, one underlying index closes at or above its barrier level but the other underlying index closes below its barrier
level. Therefore no contingent monthly coupon is paid on the relevant contingent coupon payment date.

On hypothetical observation date 4, both underlying indices close below their respective barrier levels and accordingly no contingent monthly coupon is paid on the
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relevant contingent coupon payment date.

You will not receive a contingent monthly coupon on any contingent coupon payment date if the closing value of either underlying index is below its
respective barrier level on the related observation date.

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Contingent Coupon Notes Based on the Worst Performing of the Russell 2000® Index and the EURO STOXX 50® Index due February 18, 2033
Risk Factors
The following is a non-exhaustive list of certain key risk factors for investors in the notes. For further discussion of these and other risks, you should read the
section entitled "Risk Factors" in the accompanying prospectus supplement, index supplement and prospectus. We also urge you to consult with your investment,
legal, tax, accounting and other advisers before you invest in the notes.

§
The notes do not provide for regular interest payments. The terms of the notes differ from those of ordinary debt securities in that they do not provide for
the regular payment of interest and instead wil pay a contingent monthly coupon but only if the index closing value of each of the Russell 2000® Index and
the EURO STOXX 50® Index is at or above 89.5% of its respective initial index value, which we refer to as the barrier level, on the related observation date. If,
on the other hand, the index closing value of either underlying index is lower than the barrier level for such index on the relevant observation date for any
interest period, we wil pay no coupon on the applicable contingent coupon payment date. It is possible that the index closing value of one or both underlying
indices wil remain below the respective barrier level(s) for extended periods of time or even throughout the entire 20-year term of the notes so that you wil
receive few or no contingent monthly coupons. If you do not earn sufficient contingent coupons over the term of the notes, the overal return on the notes may
be less than the amount that would be paid on a conventional debt security of the issuer of comparable maturity.

§
You are exposed to the price risk of both underlying indices. Your return on the notes it not linked to a basket consisting of both underlying
indices. Rather, it wil be contingent upon the independent performance of each of the underlying indices. Unlike an instrument with a return linked to a basket of
underlying assets in which risk is mitigated and diversified among al the components of the basket, you wil be exposed to the risks related to both underlying
indices. Poor performance by either of the underlying indices over the term of the notes may negatively affect your return and wil not be offset or mitigated by a
positive performance by the other underlying index. To receive any contingent monthly coupons, each underlying index must close at or above its respective
barrier level on the applicable observation date. Accordingly, your investment is subject to the price risk of both underlying indices.

§
Because the notes are linked to the performance of the worst performing of the underlying indices, you are exposed to a greater risk of no
contingent monthly coupons than if the notes were linked to just the RTY Index or just the SX5E Index. The risk that you wil not receive any contingent
monthly coupons is greater if you invest in the notes as opposed to substantial y similar securities that are linked to just the performance of the RTY Index or just
the SX5E Index. With two underlying indices, it is more likely that either underlying index wil close below the barrier level for such index on the observation
dates than if the notes were linked to only one of the underlying indices, and therefore it is more likely that you wil not receive any contingent monthly coupons.

§
The contingent monthly coupon, if any, is based only on the value of each underlying index on the related monthly observation date at the end of
the related interest period. Whether the contingent monthly coupon wil be paid on any contingent coupon payment date wil be determined at the end of the
relevant interest period based on the closing value of each underlying index on the relevant monthly observation date. As a result, you wil not know whether you
wil receive the contingent monthly coupon on any contingent coupon payment date until near the end of the relevant interest period. Moreover, because the
contingent monthly coupon is based solely on the value of each underlying index on monthly observation dates, if the closing value of either underlying index on
any observation date is below the barrier level for such index, you wil receive no coupon for the related interest period even if the level of such underlying index
were higher on other days during that interest period and even if the closing value of the other underlying index is at or above the barrier level for such index.

§
Investors will not participate in any appreciation in either underlying index. Investors wil not participate in any appreciation in either underlying index from
the initial index value for such index, and the return on the notes wil be limited to the contingent monthly coupon, if any, that is paid with respect to each
observation date on which the index closing value of each underlying index is greater than or equal to its respective barrier level.
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§
The notes are linked to the Russell 2000® Index and are subject to risks associated with small-capitalization companies. The Russel 2000® Index, one
of the underlying indices, consists of stocks issued by companies with relatively small market capitalization. These companies often have greater stock price
volatility, lower trading volume and less liquidity than large-capitalization companies and therefore the RTY Index may be more volatile than that of indices that

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