Obligation Morgan Stanleigh 7.2% ( US61761JEF21 ) en USD

Société émettrice Morgan Stanleigh
Prix sur le marché refresh price now   125 %  ⇌ 
Pays  Etas-Unis
Code ISIN  US61761JEF21 ( en USD )
Coupon 7.2% par an ( paiement semestriel )
Echéance 28/03/2028



Prospectus brochure de l'obligation Morgan Stanley US61761JEF21 en USD 7.2%, échéance 28/03/2028


Montant Minimal 1 000 USD
Montant de l'émission 2 197 000 USD
Cusip 61761JEF2
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's N/A
Prochain Coupon 28/09/2025 ( Dans 57 jours )
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 approfondie de l'émission obligataire de Morgan Stanley Cette proposition d'investissement se présente sous la forme d'une obligation, un titre de créance qui promet des paiements d'intérêts périodiques et le remboursement du capital à l'échéance. Elle est identifiable par le code ISIN US61761JEF21 et le code CUSIP 61761JEF2, des identifiants uniques essentiels pour le trading et le règlement sur les marchés financiers. L'émetteur de cette obligation est Morgan Stanley, une institution financière mondiale de premier plan fondée en 1935 et dont le siège est à New York. L'entreprise est un acteur majeur dans les services financiers mondiaux, offrant une gamme étendue de services incluant la banque d'investissement, les titres institutionnels, la gestion de patrimoine et la gestion d'actifs, ce qui confère à ses émissions de dette une solide crédibilité sur les marchés. L'obligation a été émise aux États-Unis et est libellée en dollars américains (USD), la monnaie de référence pour un grand nombre de transactions financières mondiales. L'instrument financier offre un taux d'intérêt nominal de 7,2%, un coupon fixe qui est versé bi-annuellement (avec une fréquence de paiement de 2 par an), fournissant ainsi un flux de revenus régulier à ses détenteurs. Son prix actuel sur le marché secondaire est de 125% de sa valeur nominale, ce qui indique qu'elle se négocie avec une prime substantielle par rapport à sa valeur faciale, reflétant potentiellement des conditions de marché favorables, une forte demande ou un taux de coupon attractif par rapport aux taux d'intérêt actuels des titres comparables. La date de maturité est fixée au 28 mars 2028, date à laquelle le principal de l'obligation sera remboursé aux investisseurs. L'émission totale représente une taille de 2 197 000 unités (probablement en valeur nominale USD), indiquant la quantité totale de dette levée par Morgan Stanley via cet instrument, tandis que la taille minimale d'achat pour les investisseurs est de 1 000 unités, rendant cette obligation accessible à une gamme d'investisseurs souhaitant diversifier leur portefeuille en titres de créance d'une institution financière de premier plan.







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424B2 1 dp37249_424b2-ps682.htm FORM 424(B)(2)

CALCULATION OF REGISTRATION FEE





Maximum Aggregate
Amount of Registration


Title of Each Class of Securities Offered
Offering Price
Fee
Contingent Income Securities due 2028

$2,197,000

$299.67

March 2013
Pricing Supplement No. 682
Registration Statement No. 333-178081
Dated March 26, 2013
Filed pursuant to Rule 424(b)(2)
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Contingent Income Securities due March 28, 2028
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the S&P 500® Index
The securities are senior unsecured obligations of Morgan Stanley and have the terms described in the accompanying prospectus supplement, index supplement and prospectus, as supplemented o
modified by this document. The securities do not guarantee the repayment of principal and do not provide for the regular payment of interest after the first 5 years. For the first 5 years, the securities
wil pay a fixed monthly coupon at the rate specified below. Thereafter, the securities wil pay a contingent monthly coupon but only if the index closing value of each of the Russell 2000® Index and
the S&P 500® Index on the related observation date is at or above 50% 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 after the first 5 years, we wil pay no interest for the related interest period. At maturity, if the final index value of each
underlying index is greater than or equal to the barrier level of 50% of the respective initial index value, the payment at maturity wil be the stated principal amount and the related contingent monthly
coupon. If, however, the final index value of either underlying index is less than its barrier level, investors wil be exposed to the decline in the worst performing underlying index on a 1 to 1 basis and
wil receive a payment at maturity that is less than 50% of the stated principal amount of the securities and could be zero. Accordingly, investors in the securities must be willing to accept the
risk of losing their entire initial investment based on the performance of either index and also the risk of not receiving any monthly coupons after the first 5 years. Because payments
on the securities are based on the worst performing of the underlying indices, a decline beyond the respective barrier level of either underlying index wil result in few or no contingent monthly coupon
after the first 5 years and/or a significant loss of your investment, even if the other underlying index has appreciated or has not declined as much. These long-dated securities are for investors who are
wil ing to risk their principal and seek an opportunity to earn interest at a potentially above-market rate in exchange for the risk of receiving no monthly interest after the first 5 years if either
underlying index closes below the barrier level for such index on the observation dates. The securities are senior notes issued as part of Morgan Stanley's Series F Global Medium-Term Notes
program. Al payments on the securities are subject to the credit risk of Morgan Stanley.
FINAL TERMS
Issuer:
Morgan Stanley
Underlying indices:
Russel 2000® Index (the "RTY Index") and S&P 500® Index (the "SPX Index")
Aggregate principal amount:
$2,197,000
Stated principal amount:
$1,000 per security
Issue price:
$1,000 per security (See "Commissions and Issue Price" below)
Pricing date:
March 26, 2013
Original issue date:
March 28, 2013 (2 business days after the pricing date)
Maturity date:
March 28, 2028
Monthly coupon:
Years 1-5: On all coupon payment dates through March 2018, a fixed coupon at a rate of 7.00% per annum is paid monthly.

Years 6-15: Beginning with the April 2018 coupon payment date, a contingent coupon at a rate of 7.00% per annum is paid monthly 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 in years 6-15, 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 will remain below the
respective barrier level(s) for extended periods of time or even throughout years 6-15 so that you will receive few or no contingent
monthly coupons during that period.
Barrier level:
With respect to the RTY Index: 474.91, which is 50% of the initial index value for such index
With respect to the SPX Index: 781.885, which is 50% of the initial index value for such index
Payment at maturity:
If the final index value of each underlying index is greater than or equal to its respective barrier level: the stated principal amount and the
contingent monthly coupon with respect to the final observation date

If the final index value of either underlying index is less than its respective barrier level: (i) the stated principal amount multiplied by (ii) the index
performance factor of the worst performing underlying index. This amount wil be less than 50% of the stated principal amount of the securities and
could be zero.

Terms continued on the following page
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(1)
Agent's Commissions(2)
Proceeds to Issuer
Per security
$1,000
$35
$965
Total
$2,197,000
$76,895
$2,120,105
(1) The price to public for investors purchasing the securities in fee-based advisory accounts will be $970 per security.
(2) Selected dealers and their financial advisors will collectively receive from the Agent, MS & Co., a fixed sales commission of $35 for each security they sell; provided that dealers selling to
investors purchasing the securities in fee-based advisory accounts will receive a sales commission of $5 per security. 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 securities involve risks not associated with an investment in ordinary debt securities. See "Risk Factors" beginning on page 8.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, 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 securities 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 Securities" at the end of this document.

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



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Contingent Income Securities due March 28, 2028
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the S&P 500® Index

Terms continued from previous page:
Initial index value:
With respect to the RTY Index: 949.82, which is the index closing value of such index on the pricing date
With respect to the SPX Index: 1,563.77, which is the index closing value of such index on the pricing date
Final index value:
With respect to each index, the respective index closing value on the final observation date
Worst performing
The underlying index with the larger percentage decrease from the respective initial index value to the respective final index value
underlying index:
Index performance factor:
Final index value divided by the initial index value
Coupon payment dates:
The 28th day of each month, beginning April 28, 2013; provided that if any such day is not a business day, that monthly coupon, if any, wil be paid
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 monthly coupon, if any, with respect to the final observation date shall be paid on the maturity date.
Observation dates:
The third scheduled business day preceding each scheduled coupon payment date, beginning with the April 28, 2018 coupon payment date,
subject to postponement for non-index business days and certain market disruption events. We also refer to the third scheduled business day prior
to the maturity date as the final observation date.
CUSIP / ISIN:
61761JEF2 / US61761JEF21
Listing:
The securities wil not be listed on any securities exchange.

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Contingent Income Securities due March 28, 2028
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the S&P 500® Index

Investment Overview

Contingent Income Securities due March 28, 2028 Payments on the Securities Based on the Worst Performing of the Russel 2000® Index and the S&P
500® Index (the "securities") do not guarantee the repayment of principal and do not provide for the regular payment of interest after the first 5 years. For
the first 5 years, the securities wil pay a fixed monthly coupon at the rate specified below. Thereafter, the securities wil pay a contingent monthly coupon
but only if the index closing value of each of the Russell 2000® Index and the S&P 500® Index (which we refer to together as the "underlying indices")
is at or above 50% 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 after the first 5 years, 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 years 6-15 so that you wil receive few or no contingent monthly coupons during that period. We refer to the coupon on
the securities after the first 5 years as contingent, because there is no guarantee that you wil receive a coupon payment on any coupon payment date
during that period. 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 al monthly observation
dates, you wil receive a contingent monthly coupon during years 6-15 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. At maturity, if the final index value of each underlying index is greater than or equal to the barrier
level of 50% of the respective initial index value, the payment at maturity wil be the stated principal amount and the related contingent monthly coupon. If,
however, the final index value of either underlying index is less than its barrier level, investors wil be exposed to the decline in the worst performing
underlying index on a 1 to 1 basis and wil receive a payment at maturity that is less than 50% of the stated principal amount of the securities and could be
zero. Accordingly, investors in the securities must be willing to accept the risk of losing their entire initial investment based on the
performance of either index and also the risk of not receiving any monthly coupons after the first 5 years.

Maturity:
15 years
Monthly coupon:
Years 1-5: On all coupon payment dates through March 2018, a fixed coupon at a rate of 7.00% per annum is
paid monthly.

Years 6-15: Beginning with the April 2018 coupon payment date, a contingent coupon at a rate of 7.00% per
annum is paid monthly 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 in years 6-15, 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 will remain below the respective barrier level(s) for extended
periods of time or even throughout years 6-15 so that you will receive few or no contingent monthly
coupons during that period.
Payment at maturity:
If the final index value of each underlying index is greater than or equal to its respective barrier level: the
stated principal amount and the contingent monthly coupon with respect to the final observation date

If the final index value of either underlying index is less than its respective barrier level: (i) the stated principal
amount multiplied by (ii) the index performance factor of the worst performing underlying index. This amount
will be less than 50% of the stated principal amount of the securities and could be zero.

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 securities provide for fixed monthly coupon payments at the rate specified herein for the first 5 years. Thereafter, the securities 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
50% of its initial index value, which we refer to as the barrier level, on the related observation date. These securities are for investors who are wil ing to
risk their principal and seek an opportunity to earn interest at a potential y above-market rate in exchange for the risk of receiving no monthly interest after
the first 5 years if either underlying index closes below the barrier level for such index on the observation dates. The fol owing scenarios are for illustration
purposes only to demonstrate how the payment at maturity and monthly coupon is calculated, and do not attempt to

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Contingent Income Securities due March 28, 2028
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the S&P 500® Index

demonstrate every situation that may occur. Accordingly, the contingent monthly coupon may be payable with respect to none of, or some but not al of,
the monthly periods during years 6-15, and the payment at maturity may be less than 50% of the stated principal amount and could be zero.

Scenario 1: A contingent monthly
This scenario assumes that during years 6-15, each underlying index closes at or above its respective barrier
coupon is paid for all interest
level on every monthly observation date. Investors receive the 7.00% per annum contingent monthly coupon for
periods, and investors receive
each interest period during the term of the securities. At maturity, each underlying index closes above its
principal back at maturity, which is
respective barrier level, and so investors receive the stated principal amount and the contingent monthly coupon
the best case scenario.
with respect to the final observation date.
Scenario 2: A contingent monthly
This scenario assumes that each underlying index closes at or above its respective barrier level on some monthly
coupon is paid for some, but not al ,
observation dates after the first 5 years, but one or both underlying indices close below the respective barrier
interest periods, and investors
level(s) for such index on the others. Investors receive the fixed monthly coupon for the monthly interest periods
receive principal back at maturity.
during the first 5 years. Investors wil receive the contingent monthly coupon for the monthly interest periods
during years 6-15 for which 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 for which one or both underlying indices
close below the respective barrier level(s) on the related observation date. At maturity, each underlying index
closes above its respective barrier level, and so investors receive the stated principal amount and the contingent
monthly coupon with respect to the final 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
monthly observation date during years 6-15. Since one or both underlying indices close below the respective
period during years 6-15, and
barrier level(s) on every monthly observation date during years 6-15, investors do not receive any contingent
investors suffer a substantial loss of
monthly coupon during this period. On the final observation date, one or both underlying indices close below the
principal at maturity.
respective barrier level(s). At maturity, investors wil receive an amount equal to the stated principal amount
multiplied by the index performance factor of the worst performing underlying index, which wil be less than 50%
of the stated principal amount and could be zero.

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Contingent Income Securities due March 28, 2028
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the S&P 500® Index

Underlying Indices Summary

Russell 2000® Index

The Russell 2000® Index is an index calculated, published and disseminated by Russell Investments, and measures the composite price performance of stocks of 2,000
companies (the "Russell 2000 Component Stocks") incorporated in the U.S. and its territories. All 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 Russell 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 Russell 2000® Index consists of the smallest 2,000 companies included in the Russell 3000® Index and
represents a small portion of the total market capitalization of the Russell 3000® Index. The Russell 2000® Index is designed to track the performance of the small
capitalization segment of the U.S. equity market.

Information as of market close on March 26, 2013:

Bloomberg Ticker Symbol:
RTY
Current Index Value:
949.82
52 Weeks Ago:
846.13
52 Week High (on 3/14/2013):
953.07
52 Week Low (on 6/4/2012):
737.24

For additional information about the Russell 2000® Index, see the information set forth under "Russell 2000® Index" in the accompanying index supplement. Furthermore,
for additional historical information, see "Russell 2000® Index Overview" below.

S&P 500® Index

The S&P 500® Index, which is calculated, maintained and published by S&P, consists of 500 component stocks selected to provide a performance benchmark for the U.S.
equity markets. The calculation of the S&P 500® Index is based on the relative value of the float adjusted aggregate market capitalization of the 500 component
companies as of a particular time as compared to the aggregate average market capitalization of 500 similar companies during the base period of the years 1941 through
1943.

Information as of market close on March 26, 2013:

Bloomberg Ticker Symbol:
SPX
Current Index Value:
1,563.77
52 Weeks Ago:
1,416.51
52 Week High (on 3/26/2013):
1,563.77
52 Week Low (on 6/1/2012):
1,278.04
For additional information about the S&P 500® Index, see the information set forth under "S&P 500® Index" in the accompanying index supplement. Furthermore, for
additional historical information, see "S&P 500® Index Overview" below.

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Contingent Income Securities due March 28, 2028
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the S&P 500® Index

Hypothetical Examples

The following hypothetical examples illustrate how to determine whether a contingent monthly coupon is paid with respect to an observation date and how to calculate the
payment at maturity. The following examples are for illustrative purposes only. For the first 5 years, you will receive a fixed monthly coupon at a rate of 7.00% per annum
regardless of the performance of the underlying indices. Whether you receive a contingent monthly coupon after the first 5 years will be determined by reference to the
index closing value of each underlying index on each monthly observation date, and the amount you will receive at maturity, if any, will be determined by reference to the
final index value of each underlying index on the final observation date. The actual initial index value and barrier level for each underlying index are set forth on the cover
of this document. All payments on the securities, if any, are subject to the credit risk of Morgan Stanley. The below examples are based on the following terms:

Monthly Coupon:
Years 1-5: On all coupon payment dates through March 2018, a fixed coupon at a rate of 7.00% per annum is paid monthly.

Years 6-15: Beginning with the April 2018 coupon payment date, a contingent coupon at a rate of 7.00% per annum is paid
monthly 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 in years 6-15, 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 will remain below the respective barrier level(s) for extended periods of time or even throughout years
6-15 so that you will receive few or no contingent monthly coupons during that period.
Payment at Maturity
If the final index value of each underlying index is greater than or equal to its respective barrier level: the stated principal
amount and the contingent monthly coupon with respect to the final observation date

If the final index value of either underlying index is less than its respective barrier level: (i) the stated principal amount
multiplied by (ii) the index performance factor of the worst performing underlying index. This amount will be less than 50% of
the stated principal amount of the securities and could be zero.
Stated Principal Amount:
$1,000
Hypothetical Initial Index Value:
With respect to the RTY Index: 900
With respect to the SPX Index: 1,500
Hypothetical Barrier Level:
With respect to the RTY Index: 450, which is 50% of the hypothetical initial index value for such index
With respect to the SPX Index: 750, which is 50% of the hypothetical initial index value for such index
How to determine whether a contingent monthly coupon is payable with respect to an observation date during years 6-15:


Closing Value
Contingent Monthly Coupon

RTY Index
SPX Index

Hypothetical Observation Date 1
650 (at or above barrier
1,200 (at or above barrier level)
$5.8333
level)
Hypothetical Observation Date 2
700 (at or above barrier
650 (below barrier level)
$0
level)
Hypothetical Observation Date 3
400 (below barrier level)
950 (at or above barrier level)
$0
Hypothetical Observation Date 4
350 (below barrier level)
700 (below barrier level)
$0

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Contingent Income Securities due March 28, 2028
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the S&P 500® Index

On hypothetical observation date 1, both the RTY Index and SPX Index close at or above their respective barrier levels. Therefore a contingent monthly coupon of
approximately $5.8333 is paid on the relevant 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 coupon payment date.

On hypothetical observation date 4, each underlying index closes below its respective barrier level and accordingly no contingent monthly coupon is paid on the relevant
coupon payment date.

Beginning after 5 years, you will not receive a contingent monthly coupon on any coupon payment date if the closing value of either underlying index is
below its respective barrier level on the related observation date.

How to calculate the payment at maturity:


Index Closing Value
Payment at Maturity

RTY Index
SPX Index

Example 1:
1,500 (at or above the barrier level)
2,000 (at or above the barrier level)
$1,005.8333 (the stated principal amount plus
the contingent monthly coupon with respect to
the final observation date)
Example 2:
1,200 (at or above the barrier level)
600 (below the barrier level)
$1,000 x index performance factor of the worst
performing underlying = $1,000 x (600/ 1,500) =
$400
Example 3:
360 (below the barrier level)
1,400 (at or above the barrier level)
$1,000 x (360 / 900) = $400
Example 4:
270 (below the barrier level)
600 (below the barrier level)
$1,000 x (270 / 900) = $300
Example 5:
360 (below the barrier level)
450 (below the barrier level)
$1,000 x (450 / 1,500) = $300

In example 1, the final index values of both the RTY Index and SPX Index are at or above their respective barrier levels. Therefore, investors receive at maturity the stated
principal amount of the securities and the contingent monthly coupon with respect to the final observation date.

In examples 2 and 3, the final index value of one underlying index is at or above its barrier level but the final index value of the other underlying index is below its barrier
level. Therefore, investors are exposed to the downside performance of the worst performing underlying index at maturity and receive at maturity an amount equal to the
stated principal amount times the index performance factor of the worst performing underlying index.

Similarly, in examples 4 and 5, the final index value of each underlying index is below its respective barrier level, and investors receive at maturity an amount equal to the
stated principal amount times the index performance factor of the worst performing underlying index. In example 4, the RTY Index have declined 70% from its initial index
value to its final index value, while the SPX Index has declined 60% from its initial index value to its final index value. Therefore, the payment at maturity equals the stated
principal amount times the index performance factor of the RTY Index, which is the worst performing underlying index in this example. In example 5, the RTY Index has
declined 60% from its initial index value, while the SPX Index has declined 70% from its initial index value to its final index value. Therefore the payment at maturity equals
the stated principal amount times the index performance factor of the SPX Index, which is the worst performing underlying index in this example.

If the final index value of EITHER underlying index is below its respective barrier level, you will be exposed to the downside performance of the worst
performing underlying index at maturity, and your payment at maturity will be less than $500 per security and could be zero.

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Contingent Income Securities due March 28, 2028
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the S&P 500® Index

Risk Factors

The following is a non-exhaustive list of certain key risk factors for investors in the securities. 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 securities.

§
You are exposed to the price risk of both underlying indices, with respect to both the contingent monthly coupons after the first 5 years, if
any, and the payment at maturity, if any. Your return on the securities it not linked to a basket consisting of both underlying indices. Rather, it wil be
contingent upon the independent performance of each underlying index. 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 underlying index over the term of the securities may negatively affect your return and wil not be offset or mitigated by any
positive performance by the other underlying index. To receive any contingent monthly coupons after the first 5 years, each underlying index must
close at or above its respective barrier level on the applicable observation date. In addition, if either underlying index has declined to below its
respective barrier level as of the final observation date, you wil be fully exposed to the decline in the worst performing underlying index over the term
of the securities on a 1 to 1 basis, even if the other underlying index has appreciated or not declined as much. Under this scenario, the value of any
such payment wil be less than 50% of the stated principal amount and could be zero. Accordingly, your investment is subject to the price risk of both
underlying indices.

§
The securities do not guarantee the return of any principal. The terms of the securities differ from those of ordinary debt securities in that they
do not guarantee the repayment of principal. If the final index value of either underlying index is less than its barrier level of 50% of its initial index
value, you wil be exposed to the decline in the closing value of the worst performing underlying index, as compared to its initial index value, on a 1 to 1
basis, and you wil receive for each security that you hold at maturity an amount equal to the stated principal amount times the index performance
factor of the worst performing underlying index. In this case, the payment at maturity will be less than 50% of the stated principal amount and
could be zero.

§
Because the securities are linked to the performance of the worst performing underlying index, you are exposed to greater risks of no
contingent monthly coupons and sustaining a significant loss on your investment than if the securities were linked to just one index. The
risk that you wil not receive any contingent monthly coupons after the first 5 years, or that you wil suffer a significant loss on your investment, is
greater if you invest in the securities as opposed to substantial y similar securities that are linked to just the performance of one underlying index. With
two underlying indices, it is more likely that either underlying index wil close below its barrier level on any observation date than if the securities were
linked to only one underlying index, and therefore it is more likely that you wil not receive any contingent monthly coupons and that you wil suffer a
significant loss on your investment.

§
After the first 5 years, the securities do not provide for regular interest payments. The terms of the securities differ from those of ordinary
debt securities in that they do not provide for the regular payment of interest after the first 5 years. For the first 5 years, the securities wil pay a fixed
monthly coupon at the rate specified herein. Thereafter, the securities wil pay a contingent monthly coupon only if the index closing value of each
underlying index is at or above 50% 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 during years 6-15, we wil pay no coupon on the applicable 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 years 6-15 so that you wil
receive few or no contingent monthly coupons during that period. If you do not earn sufficient contingent monthly coupons over the term of the
securities, the overal return on the securities may be less than the amount that would be paid on a conventional debt security of the issuer of
comparable maturity.

§
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 coupon payment date during years 6-15 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

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http://www.sec.gov/Archives/edgar/data/895421/000095010313002032/...

Contingent Income Securities due March 28, 2028
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the S&P 500® Index

receive the contingent monthly coupon on any 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 was at or above its respective barrier level 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 securities wil be limited to the fixed monthly coupons, and the contingent monthly
coupons, if any, that are paid with respect to each observation date during years 6-15 on which the index closing value of each underlying index is
greater than or equal to its respective barrier level.

§
The securities are linked to the Russell 2000® Index and are subject to risks associated with small-capitalization companies. As the Russel
2000® Index is one of the underlying indices, and the Russel 2000® Index consists of stocks issued by companies with relatively smal market
capitalization, the securities are linked to the value of small-capitalization companies. These companies often have greater stock price volatility, lower
trading volume and less liquidity than large-capitalization companies and therefore the underlying index may be more volatile than that of indices that
consist of stocks issued by large-capitalization companies. Stock prices of small-capitalization companies are also more vulnerable than those of
large-capitalization companies to adverse business and economic developments, and the stocks of small-capitalization companies may be thinly
traded. In addition, smal capitalization companies are typical y less wel -established and less stable financial y than large-capitalization companies and
may depend on a small number of key personnel, making them more vulnerable to loss of personnel. Such companies tend to have smal er revenues,
less diverse product lines, smaller shares of their product or service markets, fewer financial resources and less competitive strengths than large-
capitalization companies and are more susceptible to adverse developments related to their products.

§
The market price will be influenced by many unpredictable factors. Several factors, many of which are beyond our control, wil influence the
value of the securities in the secondary market and the price at which MS & Co. may be wil ing to purchase or sel the securities in the secondary
market. We expect that general y the level of interest rates available in the market and the value of each underlying index on any day, including in
relation to its respective barrier level, wil affect the value of the securities more than any other factors. Other factors that may influence the value of
the securities include:


o
the volatility (frequency and magnitude of changes in value) of the underlying indices,


o
whether the index closing value of either underlying index has been below its respective barrier level on any observation date,


o
geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the component stocks of the underlying
indices or securities markets generally and which may affect the value of each underlying index,


o
dividend rates on the securities underlying the underlying indices,


o
the time remaining until the securities mature,


o
interest and yield rates in the market,


o
the availability of comparable instruments,


o
the composition of the underlying indices and changes in the constituent stocks of such indices, and


o
any actual or anticipated changes in our credit ratings or credit spreads.

Some or al of these factors wil influence the price that you wil receive if you sel your securities prior to maturity. General y, the longer the time
remaining to maturity, the more the market price of the securities wil be affected by the other factors described above. In particular, if either
underlying index has closed near or below the barrier level for such index, the market value of the securities is expected to decrease substantial y and
you may have to sel your securities at a substantial discount from the stated principal amount of $1,000 per security.

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