Bond Morgan Stanleigh 5.005% ( US61745E2Z30 ) in USD

Morgan Stanleigh

100 % ▲

United States

US61745E2Z30 ( in USD )

5.005% per year ( payment 2 times a year)

30/11/2031

Prospectus brochure of the bond Morgan Stanley US61745E2Z30 en USD 5.005%, maturity 30/11/2031

1 000 USD

1 000 000 USD

61745E2Z3

30/11/2025 ( In 147 days )

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 US61745E2Z30, pays a coupon of 5.005% per year.
The coupons are paid 2 times per year and the Bond maturity is 30/11/2031

The Bond issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US61745E2Z30, was rated NR by Moody's credit rating agency.

The Bond issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US61745E2Z30, was rated NR by Standard & Poor's ( S&P ) credit rating agency.

http://www.sec.gov/Archives/edgar/data/895421/000095010311004912/...
424B2 1 dp27384_424b2-ps1071a.htm FORM 424B2

November 2011

Amendment No. 1 dated November 22, 2011 to
Pricing Supplement No. 1,071
Registration Statement No. 333-178081
Dated November 14, 2011
Filed pursuant to Rule 424(b)(2)

INTEREST RATE STRUCTURED INVESTMENTS

Senior Fixed to Floating Rate Notes due 2031
Leveraged CMS Curve and S&P 500® Index Linked Accrual Notes
As further described below, interest wil accrue on the notes (i) in Years 1-5: at a rate of 10.00% per annum and (ii) in Years 6 to maturity: for each day that the
closing value of the S&P 500® Index is at or above 650, at a variable rate per annum equal to 7 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 11.00% per annum for each floating 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 5; however, for each interest payment period in
Years 6 to maturity, the notes wil 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 wil accrue at a rate of 0.00% per annum for that day. Al payments on the notes, including the repayment of principal, are subject to the credit
risk of Morgan Stanley.
FINAL TERMS
Issuer:
Morgan Stanley
Aggregate principal amount:
$1,000,000. May be increased prior to the original issue date but we are not required to do so.
Issue price:
At variable prices
Stated principal amount:
$1,000 per note
Pricing date:
November 14, 2011
Original issue date:
November 30, 2011 (11 business days after the pricing date)
Maturity date:
November 30, 2031
Interest accrual date:
November 30, 2011
Payment at maturity:
The payment at maturity per note wil be the stated principal amount plus accrued and unpaid interest, if any.
Interest:
From and including the original issue date to but excluding November 30, 2016: 10.00% per annum
From and including November 30, 2016 to but excluding the maturity date (the "floating interest rate period"):
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 wil be determined on the related CMS
reference
determination date.
Beginning November 30, 2016, 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:
7
Interest payment period:
Quarterly
Interest payment period end
Unadjusted
dates:
Interest payment dates:
Each February 28 (or, in the case of a leap year, February 29), May 30, August 30 and November 30, beginning
February 29, 2012; provided that if any such day is not a business day, that interest payment wil be made on the next
succeeding business day and no adjustment wil be made to any interest payment made on that succeeding business
day.
Interest reset dates:
Each February 28 (or, in the case of a leap year, February 29), May 30, August 30, and November 30, beginning
November 30, 2016
CMS reference determination
Two (2) U.S. government securities business days prior to the related interest reset date at the start of the applicable
dates:
interest payment period.
Maximum interest rate:
11.00% per annum in any quarterly interest payment period during the floating interest rate period
Minimum interest rate:
0.00% per annum
1 of 30
11/23/2011 8:27 AM

http://www.sec.gov/Archives/edgar/data/895421/000095010311004912/...
Day-count convention:
Actual/Actual
CMS reference index:
30-Year Constant Maturity Swap Rate minus 2-Year Constant Maturity Swap Rate.
Please see "Additional Provisions--CMS Reference Index" below.
CMS reference index strike:
0.00%
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 Inc.
Trustee: The Bank of New York Mel on
Terms continued on the following page
Proceeds to
Commissions and issue price:
Price to Public(1)(2)
Agent's Commissions(2)
Issuer
Per note
At variable prices
$40
$960
Total
At variable prices
$40,000
$960,000
(1) The notes will be offered from time to time in one or more negotiated transactions at varying prices to be determined at the time of each sale, which
may be at market prices prevailing, at prices related to such prevailing prices or at negotiated prices; provided, however, that such price will not be
less than $970 per note and will not be more than $1,000 per note. See "Risk Factors--The price you pay for the notes may be higher than the prices
paid by other investors."
(2) Morgan Stanley or one of our affiliates will pay varying discounts and commissions to dealers, including Morgan Stanley Smith Barney LLC (an
affiliate of the agent) and their financial advisors, of up to $40 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.

The notes involve risks not associated with an investment in ordinary debt securities. See "Risk Factors"
beginning on page 9.
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 November 21,

Prospectus dated November 21, 2011
2011

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.

2 of 30
11/23/2011 8:27 AM

http://www.sec.gov/Archives/edgar/data/895421/000095010311004912/...

Terms continued from previous page:
Index:
The S&P 500® Index
Index closing value:
The closing value of the index. Please see "Additional Provisions--The S&P 500 Index" below.
Index reference level:
650
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 during the floating interest rate period shall be the index closing value on such fifth
index business day prior to such interest payment date.
Redemption:
None
Specified currency:
U.S. dollars
CUSIP / ISIN:
61745E2Z3 / US61745E2Z30
Book-entry or certificated note:
Book-entry
Business day:
New York

3 of 30
11/23/2011 8:27 AM

http://www.sec.gov/Archives/edgar/data/895421/000095010311004912/...

Senior Fixed to Floating Rate Notes due 2031
Leveraged CMS Curve and S&P 500® Index Linked Accrual Notes

The notes are debt securities of Morgan Stanley. In years 1-5, the notes pay interest at a rate of 10.00% per
annum. Beginning November 30, 2016, interest wil accrue on the notes for each day that the closing value of the S&P
500® Index is at or above 650, at a variable rate per annum equal to 7 times the CMS reference index for the related
quarterly interest payment period; subject to the maximum interest rate of 11.00% per annum during the floating interest
rate 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 wil be 0.00% and no interest wil accrue on the notes for such interest
period. In addition, if on any calendar day during the floating interest rate period the index closing value is less than the
index reference level, interest wil 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 cal ed "Description of Debt Securities--Floating Rate Debt
Securities" and prospectus supplement cal ed "Description of Notes," subject to and as modified by the provisions
described below.

Al payments on the notes are subject to the credit risk of Morgan Stanley. The stated principal amount of each note is
$1,000 and the issue price is variable. The issue price of the notes includes the agent's commissions paid with respect to
the notes as wel 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 wil ing 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."

CMS Reference Index

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 shal 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, general y indicates the fixed rate of interest (paid semi-annual y) that a
counterparty in the swaps market would have to pay for a given maturity, in order to receive a floating rate (paid quarterly)
4 of 30
11/23/2011 8:27 AM

http://www.sec.gov/Archives/edgar/data/895421/000095010311004912/...
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.

November 2011
Page 3

5 of 30
11/23/2011 8:27 AM

http://www.sec.gov/Archives/edgar/data/895421/000095010311004912/...

Senior Fixed to Floating Rate Notes due 2031
Leveraged CMS Curve and S&P 500® Index Linked Accrual Notes

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 wil 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. Dol ar 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 wil 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 wil 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 wil 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 Financial Services LLC. ("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 during the floating interest rate period (each, an "index determination date") wil
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 index business day prior to the related
interest payment date for any interest payment period shal be the index closing value in effect on such fifth index business
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 wil 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 shal 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 general y 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 (i ) 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
6 of 30
11/23/2011 8:27 AM

http://www.sec.gov/Archives/edgar/data/895421/000095010311004912/...
"--Discontinuance of the S&P 500 Index; Alteration of Method of Calculation" herein.

November 2011
Page 4

7 of 30
11/23/2011 8:27 AM

http://www.sec.gov/Archives/edgar/data/895421/000095010311004912/...

Senior Fixed to Floating Rate Notes due 2031
Leveraged CMS Curve and S&P 500® Index Linked Accrual Notes

The table below presents examples of hypothetical interest rates at which interest would accrue on the notes during any
quarter in the floating interest rate period. The examples below are for purposes of il ustration only. 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 650.

The actual interest payments during the floating interest rate period wil 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
floating interest rate period. The applicable interest rate for each quarterly interest payment period wil be determined on a
per-annum basis but wil apply only to that interest payment period. The table assumes that the interest payment period
contains 90 calendar days. The examples below are for purposes of il ustration only and would provide different results if
different assumptions were made.

Hypothetical Interest Rate
CMS
7 times CMS
Number of accrual days on which the index closing value of the S&P 500® Index
Reference Index Reference Index
is greater than or equal to 650
0
10
20
30
50
75
90
-2.800%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
-2.600%
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%
-2.200%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
-2.000%
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%
-1.600%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
-1.400%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
-1.200%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
-1.000%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
-0.800%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
-0.600%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
-0.400%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
-0.200%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.000%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.200%
1.40%
0.00%
0.1556%
0.3111%
0.4667%
0.7778%
1.1667%
1.4000%
0.400%
2.80%
0.00%
0.3111%
0.6222%
0.9333%
1.5556%
2.3333%
2.8000%
0.600%
4.20%
0.00%
0.4667%
0.9333%
1.4000%
2.3333%
3.5000%
4.2000%
0.800%
5.60%
0.00%
0.6222%
1.2444%
1.8667%
3.1111%
4.6667%
5.6000%
1.000%
7.00%
0.00%
0.7778%
1.5556%
2.3333%
3.8889%
5.8333%
7.0000%
1.200%
8.40%
0.00%
0.9333%
1.8667%
2.8000%
4.6667%
7.0000%
8.4000%
1.400%
9.80%
0.00%
1.0889%
2.1778%
3.2667%
5.4444%
8.1667%
9.8000%
1.600%
11.00%
0.00%
1.2222%
2.4444%
3.6667%
6.1111%
9.1667%
11.0000%
1.800%
11.00%
0.00%
1.2222%
2.4444%
3.6667%
6.1111%
9.1667%
11.0000%
2.000%
11.00%
0.00%
1.2222%
2.4444%
3.6667%
6.1111%
9.1667%
11.0000%
2.200%
11.00%
0.00%
1.2222%
2.4444%
3.6667%
6.1111%
9.1667%
11.0000%
2.400%
11.00%
0.00%
1.2222%
2.4444%
3.6667%
6.1111%
9.1667%
11.0000%
2.600%
11.00%
0.00%
1.2222%
2.4444%
3.6667%
6.1111%
9.1667%
11.0000%
2.800%
11.00%
0.00%
1.2222%
2.4444%
3.6667%
6.1111%
9.1667%
11.0000%
3.000%
11.00%
0.00%
1.2222%
2.4444%
3.6667%
6.1111%
9.1667%
11.0000%

If 30CMS is less than or equal to 2CMS on the applicable CMS reference determination date, the floating interest rate wil
be the minimum interest rate of 0.00% and no interest wil accrue on the notes for such interest period regardless of the
8 of 30
11/23/2011 8:27 AM

http://www.sec.gov/Archives/edgar/data/895421/000095010311004912/...
total number of calendar days in the interest payment period on which the index closing value of the S&P 500® Index is
greater than or equal to 650.

November 2011
Page 5

9 of 30
11/23/2011 8:27 AM

http://www.sec.gov/Archives/edgar/data/895421/000095010311004912/...

Senior Fixed to Floating Rate Notes due 2031
Leveraged CMS Curve and S&P 500® Index Linked Accrual Notes

The CMS Reference Index

The fol owing graph sets forth the historical difference between the 30-Year Constant Maturity Swap Rate and the 2-Year
Constant Maturity Swap Rate for the period from January 1, 1996 to November 21, 2011 (the "historical period"). The
historical difference between the 30-Year Constant Maturity Swap Rate and the 2-Year Constant Maturity Swap Rate
should not be taken as an indication of the future performance of the CMS reference index. The graph below does not
reflect the return the notes would have had during the periods presented because it does not take into account the index
closing values or the leverage factor. We cannot give you any assurance that the level of the CMS reference index wil be
positive on any CMS reference determination date. We obtained the information in the graph below, without independent
verification, from Bloomberg Financial Markets ("USSW"), which closely parallels but is not necessarily exactly the same as
the Reuters Page price sources used to determine the level of the CMS reference index.

*The bold line in the graph indicates the CMS reference index strike of 0.00%.

Historical period

Total number of days in historical period
5,804
Number of days CMS reference index was greater than 0.00%
5,791
Number of days CMS reference index was less than or equal to
0.00%
13

The historical performance shown above is not indicative of future performance. The CMS reference index level may be
negative on one or more specific CMS reference determination dates during the floating interest rate period even if the level
of the CMS reference index is general y positive and, moreover, the level of the CMS reference index has in the past been,
and may in the future be, negative.

10 of 30
11/23/2011 8:27 AM