Bond Morgan Stanleigh 0% ( US61745E2K60 ) in USD

Morgan Stanleigh

100 % ▲

United States

US61745E2K60 ( in USD )

21/01/2026

Prospectus brochure of the bond Morgan Stanley US61745E2K60 en USD 0%, maturity 21/01/2026

1 000 USD

1 000 000 USD

61745E2K6

Morgan Stanley is a leading global financial services firm offering investment banking, wealth management, investment management, and securities services to individuals, corporations, and governments worldwide.

The Bond issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US61745E2K60, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 21/01/2026

The Bond issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US61745E2K60, was rated NR by Moody's credit rating agency.

The Bond issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US61745E2K60, was rated NR by Standard & Poor's ( S&P ) credit rating agency.

Page 1 of 34
424B2 1 dp20751_424b2-ps631a.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered
Offering Price 1
Fee
Senior Floating Rate Conversion Notes due 2026
$4,000,000
$464.40

(1) The maximum aggregate offering price relates to an additional $4,000,000 of securities offered and sold pursuant to this Amendment No. 1 to
Pricing Supplement No. 631 to Registration Statement No. 333-156423.

January 2011
Amendment No. 1 dated January 21, 2011 to
Pricing Supplement No. 631
Registration Statement No. 333-156423
Dated January 7, 2011

Filed pursuant to Rule 424(b)(2)
INTEREST RATE STRUCTURED PRODUCTS

Senior Floating Rate Conversion Notes due 2026
Leveraged CMS Curve and S&P 500® Index Linked Accrual Notes with Issuer Fixed Rate Conversion Right

As further described below, interest will accrue on the notes (i) in Years 1 to 2: at a rate of 10.00% per annum and (ii) in Years 3 to maturity: subject to our coupon conversion
right, for each day that the closing value of the S&P 500® Index is at or above 975, at a variable rate per annum equal to 5 times the difference, if any, between the 30-Year
Constant Maturity Swap Rate ("30CMS") and the 2-Year Constant Maturity Swap Rate ("2CMS") as determined on the CMS reference determination date at the start of the
related quarterly interest payment period; subject to the maximum interest rate of 15.00% per annum for each interest payment period and the minimum interest rate of 0.00%
per annum. The notes provide an above-market interest rate in Years 1 to 2; however, for each interest payment period in Years 3 to maturity, subject to our coupon
conversion right, the notes will not pay any interest with respect to the interest payment period if the CMS reference index level is equal to or less than 0.00% on the related
quarterly CMS reference determination date. In addition, if on any calendar day the index closing value is less than the index reference level, interest will accrue at a rate of
0.00% per annum for that day.
Beginning January 21, 2013, we may elect to exercise our coupon conversion right to convert the notes, so that, for each interest payment following the conversion date, the
notes will pay interest quarterly at a fixed rate of 10.00% per annum instead of paying the floating rate described above. If we decide to exercise our coupon conversion right,
we will give you notice at least 10 business days before the conversion date. All payments on the notes, including the repayment of principal, are subject to the credit risk of
Morgan Stanley.
FINAL TERMS
General provisions

Issuer:
Morgan Stanley
CUSIP / ISIN:
61745E2K6 / US61745E2K60
Aggregate principal amount:
$5,000,000
Issue price:
$1,000 per note
Stated principal amount:
$1,000 per note
Pricing date:
January 7, 2011
Original issue date:
January 21, 2011 (9 business days after the pricing date)
Maturity date:
January 21, 2026
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Interest accrual date:
January 21, 2011
Payment at maturity:
The payment at maturity per note will be the stated principal amount plus accrued and unpaid interest, if any.
General interest rate provisions:

Interest:
Original issue date to but excluding January 21, 2013: 10.00% per annum
January 21, 2013 to but excluding the maturity date:
a) If we have not elected to exercise our coupon conversion right, the floating interest rate
b) If we have elected to exercise our coupon conversion right, the fixed interest rate
If we decide to exercise our coupon conversion right, we will give you notice at least 10 business days before the conversion
date. Our election to exercise the coupon conversion right is irrevocable.
Interest payment dates:
Each January 21, April 21, July 21 and October 21, beginning April 21, 2011; 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 payment period:
Quarterly
Interest payment period end dates: Unadjusted
Day-count convention:
For interest payments based on fixed interest rate: 30/360
For interest payments based on floating interest rate: Actual/Actual
Agent:
Morgan Stanley & Co. Incorporated ("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 Inc.
Trustee: The Bank of New York Mellon
Terms continued on the following page
Commissions and issue price:
Price to public
Agent's commissions(1)
Proceeds to Issuer
Per Note
100%
3.5%
96.5%
Total
$5,000,000
$175,000
$4,825,000
(1) Selected dealers, including Morgan Stanley Smith Barney LLC (an affiliate of the Agent), and their financial advisors, will collectively receive from the Agent, MS & Co.,
a fixed sales commission of 3.5% for each note they sell. See "Supplemental Information Concerning Plan of Distribution; Conflicts of Interest." For additional information, see
"Plan of Distribution" in the accompanying prospectus supplement.
The notes 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 notes, 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 December 23, 2008 Prospectus dated December 23, 2008

THE NOTES ARE NOT BANK DEPOSITS AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY, NOR ARE THEY OBLIGATIONS OF, OR GUARANTEED BY, A BANK.

FWP: MSPRB1208006

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Terms continued from previous page:
Floating interest rate provisions:

Floating interest rate:
For each interest payment period, a variable rate per annum equal to the product of:
(a) (leverage factor times the CMS reference index); subject to the minimum interest rate and the maximum interest
rate; and
(b) N/ACT
where,
"N" = the total number of calendar days in the applicable interest payment period on which the index closing value is
greater than or equal to the index reference level (each such day, an "accrual day"); and
"ACT" = the total number of calendar days in the applicable interest payment period.
The CMS reference index level applicable to an interest payment period will be determined on the related CMS reference
determination date.
Beginning January 21, 2013, it is possible that you could receive little or no interest on the notes. If, on the related CMS
reference determination date, the CMS reference index level is equal to or less than the CMS reference index strike,
interest will accrue at a rate of 0.00% for that interest payment period. In addition, if on any day, the index closing value
is determined to be less than the index reference level, interest will accrue at a rate of 0.00% per annum for that day. The
determination of the index closing value will be subject to certain market disruption events.
Leverage factor:
5
CMS reference index:
30-Year Constant Maturity Swap Rate minus 2-Year Constant Maturity Swap Rate.
Please see "Additional Provisions--CMS Reference Index" on page 3.
CMS reference index strike:
0.00%
Index:
The S&P 500® Index
Index closing value:
The closing value of the index. Please see "Additional Provisions--The S&P 500® Index" on page 3.
Index reference level:
975
Index cutoff:
The index closing value for any day from and including the fifth index business day prior to the related interest payment date for
any interest payment period shall be the index closing value on such fifth index business day prior to such interest payment date.
Interest reset dates:
Each January 21, April 21, July 21 and October 21, beginning January 21, 2013
CMS reference determination
Two (2) U.S. government securities business days prior to the related interest reset date at the start of the applicable interest
dates:
payment period.
Maximum interest rate:
15.00% per annum in any quarterly interest payment period
Minimum interest rate:
0.00% per annum in any quarterly interest payment period
Coupon conversion:
On each conversion date, we may elect to convert the notes in whole, and not in part, so that instead of paying the floating
interest rate, we will pay the fixed interest rate on each interest payment date following the conversion date. If we decide to
exercise the coupon conversion right, we will give you at least 10 business days notice before the conversion date.
Upon a coupon conversion, the amount of interest payable on the notes will be fixed and will not depend on the
performance of the CMS reference index or the index.
Conversion date:
Each January 21, April 21, July 21 and October 21, beginning January 21, 2013
Fixed interest rate provisions:

Fixed interest rate:
10.00% per annum
Miscellaneous provisions

Early Redemption:
None
Specified currency:
U.S. dollars
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Book-entry or certificated note:
Book-entry
Business day:
New York

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Senior Floating Rate Conversion Notes due 2026
Leveraged CMS Curve and S&P 500® Index Linked Accrual Notes with Issuer Fixed Rate Conversion Right

The Notes

The notes offered are debt securities of Morgan Stanley. In years 1 to 2, the notes pay interest at a rate of 10.00% per annum. Beginning
January 21, 2013, if we have not exercised our coupon conversion right, interest will accrue on the notes for each day that the closing
value of the S&P 500® Index is at or above 975, at a variable rate per annum equal to 5 times the CMS reference index for the related
quarterly interest payment period; subject to the maximum interest rate of 15.00% per annum per interest payment period and the minimum
interest rate of 0.00% per annum. The floating interest rate is based on the CMS reference index and the level of the S&P 500 index. If
30CMS is less than or equal to 2CMS on the applicable CMS reference determination date, the floating interest rate will be 0.00% and no
interest will accrue on the notes for such interest period. In addition, if on any calendar day during the interest payment period the index
closing value is less than the index reference level, interest will accrue at a rate of 0.00% per annum for that day. 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.

On each conversion date beginning on January 21, 2013, we may elect to exercise our coupon conversion right to convert the notes, so that,
for each interest payment following the conversion date, the notes will pay interest quarterly at a fixed rate of 10.00% per annum instead of
paying the floating interest rate based on the performance of the CMS reference index and the index.

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. The issue price of the notes includes the agent's commissions paid with respect to the notes as well as the cost of hedging our
obligations under the notes. The cost of hedging includes the projected profit that our subsidiaries may realize in consideration for
assuming the risks inherent in managing the hedging transactions. This cost of hedging could be significant due to the term of the notes
and the tailored exposure provided by the notes. The secondary market price, if any, at which MS & Co. is willing to purchase the notes, is
expected to be affected adversely by the inclusion of these commissions and hedging costs in the issue price. In addition, the secondary
market price may be lower due to the costs of unwinding the related hedging transactions at the time of the secondary market
transaction. See "Risk Factors--Market Risk--The inclusion of commissions and projected profit from hedging in the original issue price is
likely to adversely affect secondary market prices."

Additional Provisions

CMS Reference Index
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What are the 30-Year and 2-Year Constant Maturity Swap Rates?

The 30-Year Constant Maturity Swap Rate (which we refer to as "30CMS") is, on any day, the fixed rate of interest payable on an interest
rate swap with a 30-year maturity as reported on Reuters Page ISDAFIX1 or any successor page thereto at 11:00 a.m. New York City time
on that day; provided that for the determination of 30CMS on any calendar day, the "CMS reference determination date" shall be that
calendar day unless that calendar day is not a U.S. government securities business day, in which case the 30CMS level shall be the
30CMS level on the immediately preceding U.S. government securities business day. This rate is one of the market-accepted indicators of
longer-term interest rates.

The 2-Year Constant Maturity Swap Rate (which we refer to as "2CMS") is, on any day, the fixed rate of interest payable on an interest rate
swap with a 2-year maturity as reported on Reuters Page ISDAFIX1 or any successor page thereto at 11:00 a.m. New York City time on
that day; provided that for the determination of 2CMS on any calendar day, the "CMS reference determination date" shall be that calendar
day unless that calendar day is not a U.S. government securities business day, in which case the 2CMS level shall be the 2CMS level on
the immediately preceding U.S. government securities business day. This rate is one of the market-accepted indicators of shorter-term
interest rates.

An interest rate swap rate, at any given time, generally indicates the fixed rate of interest (paid semi-annually) that a counterparty in the
swaps market would have to pay for a given maturity, in order to receive a floating rate (paid quarterly) equal to 3-month LIBOR for that
same maturity.

U.S. Government Securities Business Day

U.S. government securities business day means any day except for a Saturday, Sunday or a day on which The Securities Industry and
Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of
trading in U.S. government securities.

January 2011
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Senior Floating Rate Conversion Notes due 2026
Leveraged CMS Curve and S&P 500® Index Linked Accrual Notes with Issuer Fixed Rate Conversion Right

CMS Rate Fallback Provisions

If 30CMS or 2CMS is not displayed by 11:00 a.m. New York City time on the Reuters Screen ISDAFIX1 Page on any day on which the
level of the CMS reference index must be determined, the rate for such day will be determined on the basis of the mid-market semi-annual
swap rate quotations to the calculation agent provided by five leading swap dealers in the New York City interbank market (the "Reference
Banks") at approximately 11:00 a.m., New York City time, on such day, and, for this purpose, the mid-market semi-annual swap rate
means the mean of the bid and offered rates for the semi-annual fixed leg, calculated on a 30/360 day count basis, of a fixed-for-floating
U.S. Dollar interest rate swap transaction with a term equal to the applicable 30 year or 2 year maturity commencing on such day and in a
representative amount with an acknowledged dealer of good credit in the swap market, where the floating leg, calculated on an actual/360
day count basis, is equivalent to USD-LIBOR-BBA with a designated maturity of three months. The calculation agent will request the
principal New York City office of each of the Reference Banks to provide a quotation of its rate. If at least three quotations are provided,
the rate for that day will be the arithmetic mean of the quotations, eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the lowest). If fewer than three quotations are provided as requested,
the rate will be determined by the calculation agent in good faith and in a commercially reasonable manner.

The S&P 500® Index

The S&P 500® Index (the "index" or the "S&P 500 Index"), which is calculated, maintained and published by Standard & Poor's, a Division
of The McGraw-Hill Companies, Inc. ("S&P" or the "index publisher"), consists of 500 component stocks selected to provide a performance
benchmark for the U.S. equity markets. The calculation of the 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 the
500 similar companies during the base period of the years 1941 through 1943. The index is described under "Annex A--The S&P 500®
Index" herein.

Index Closing Value Fallback Provisions

The index closing value on any calendar day beginning January 21, 2013 on which the index level is to be determined (each, an "index
determination date") will equal the official closing value of the index as published by the index publisher or its successor, or in the case of
any successor index, the official closing value for any such successor index as published by the publisher of such successor index or its
successor, at the regular weekday close of trading on that calendar day, as determined by the calculation agent; provided that the index
closing value for any day from and including the fifth trading day prior to the related interest payment date for any interest payment period
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shall be the index closing value in effect on such fifth trading day prior to such interest payment date; provided further that if a market
disruption event with respect to the index occurs on any index determination date or if any such index determination date is not an index
business day, the closing value of the index for such index determination date will be the closing value of the index on the immediately
preceding index business day on which no market disruption event has occurred. In certain circumstances, the index closing value shall be
based on the alternate calculation of the index described under "Annex A--The S&P 500® Index--Discontinuance of the S&P 500 Index;
Alteration of Method of Calculation."

"Index business day" means a day, as determined by the calculation agent, on which trading is generally conducted on each of the relevant
exchange(s) for the index, other than a day on which trading on such exchange(s) is scheduled to close prior to the time of the posting of
its regular final weekday closing price.

"Relevant exchange" means the primary exchange(s) or market(s) of trading for (i) any security then included in the index, or any
successor index, and (ii) any futures or options contracts related to the index or to any security then included in the index.

For more information regarding market disruption events with respect to the index, discontinuance of the index and alteration of the method
of calculation, see "Annex A--The S&P 500® Index--Market Disruption Event" and "--Discontinuance of the S&P 500 Index; Alteration of
Method of Calculation" herein.

January 2011
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Senior Floating Rate Conversion Notes due 2026
Leveraged CMS Curve and S&P 500® Index Linked Accrual Notes with Issuer Fixed Rate Conversion Right

Hypothetical Examples

The table below presents examples of hypothetical floating rate interest that would accrue on the notes during any quarterly interest
payment period beginning January 21, 2013 and assume that we have not exercised our coupon conversion right and elected to pay to you
the fixed interest rate of 10% per annum. The examples of the hypothetical floating interest rate that would accrue on the notes are based
both on the level of the CMS reference index level on the applicable CMS reference determination date and on the total number of
calendar days in a quarterly interest payment period on which the index closing value of the S&P 500® Index is greater than or equal to
975.

Beginning January 21, 2013, the actual interest payments will depend on the actual level of the CMS reference index on each CMS
reference determination date and the index closing value of the S&P 500 index on each day during the interest payment period. The
applicable interest rate for each quarterly interest payment period will be determined on a per-annum basis but will apply only to that
interest payment period. Whether or not you receive interest at the floating interest rate will depend on whether or not we elect to exercise
our coupon conversion right prior to the interest payment period in which such interest rates would take effect. Please see "Risk Factors --
The Issuer Has The Right To Convert The Notes To a Fixed Interest Rate." The table assumes that the interest payment period contains
90 calendar days. The examples below are for purposes of illustration only and would provide different results if different assumptions were
made.

Hypothetical Interest Rate
CMS
5 times CMS
Number of accrual days on which the index closing value of the
Reference Index
Reference Index
S&P 500® Index is greater than or equal to 975

0
10
20
30
50
75
90
-4.200%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
-3.900%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
-3.600%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
-3.300%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
-3.000%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
-2.700%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
-2.400%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
-2.100%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
-1.800%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
-1.500%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
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