Bond Morgan Stanleigh 10% ( US61745E4E82 ) in USD

Morgan Stanleigh

100 % ▲

United States

US61745E4E82 ( in USD )

10% per year ( payment 2 times a year)

29/07/2026

Prospectus brochure of the bond Morgan Stanley US61745E4E82 en USD 10%, maturity 29/07/2026

1 000 USD

60 000 000 USD

61745E4E8

29/07/2025 ( In 23 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 US61745E4E82, pays a coupon of 10% per year.
The coupons are paid 2 times per year and the Bond maturity is 29/07/2026

The Bond issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US61745E4E82, was rated NR by Moody's credit rating agency.

The Bond issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US61745E4E82, was rated NR by Standard & Poor's ( S&P ) credit rating agency.

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424B2 1 dp25491_424b2-ps880.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of Registration

Title of Each Class of Securities Offered
Offering Price
Fee
Senior Fixed to Floating Rate Notes due 2026

$57,126,000

$6,632.33

July 2011

Pricing Supplement No. 880
Registration Statement No. 333-156423

Dated July 26, 2011
Filed pursuant to Rule 424(b)(2)

Leveraged CMS Curve and S&P 500® Index Linked Notes

As further described below, interest wil accrue on the notes (i) in Year 1: at a rate of 10.00% per annum and (i ) in Years 2 to
maturity: for each day that the closing value of the S&P 500® Index is at or above 825, at a variable rate per annum equal to
the applicable leverage factor 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 10.00% 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 Year
1; however, for each interest payment period in Years 2 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:
$57,126,000. 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:
July 26, 2011
Original issue date:
July 29, 2011 ( 3 business days after the pricing date)
Maturity date:
July 29, 2026
Interest accrual date:
July 29, 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 July 29, 2012: 10.00% per
annum (the "fixed interest rate")
From and including July 29, 2012 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) applicable leverage factor times the CMS reference index; subject to the
minimum interest rate and 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 July 29, 2012, 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
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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:
From and including July 29, 2012 to but excluding July 29, 2016: 4;
from and including July 29, 2016 to but excluding July 29, 2021: 5; and
from and including July 29, 2021 to but excluding the Maturity Date: 7
Interest payment period:
Quarterly
Interest payment period end
Unadjusted
dates:
Interest payment dates:
Each January 29, April 29, July 29, and October 29, beginning October 29, 2011; 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 January 29, April 29, July 29, and October 29, beginning July 29, 2012
CMS reference
Two (2) U.S. government securities business days prior to the related interest reset date at
determination dates:
the start of the applicable interest payment period.
Maximum interest rate:
10.00% per annum in any quarterly interest payment period during the floating interest rate
period
Minimum interest rate:
0.00% per annum
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%
Index:
The S&P 500® Index
Index reference level:
825
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
Commissions and issue
price:
Price to Public(1)(2)
Agent's Commissions(2)
Proceeds to Issuer
Per note
At variable prices
$35
$965
Total
At variable prices
$1,999,410
$55,126,590
(1)
The notes wil 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 wil not be less than $970 per note and wil 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 $35 per note depending on market conditions. 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.

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Senior Fixed to Floating Rate Notes due 2026
Leveraged CMS Curve and S&P 500® Index Linked Notes

Terms continued from previous page:
Index closing value:
The closing value of the index. Please see "Additional Provisions--The S&P 500 Index" belo
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.
Redemption:
None
Day-count convention:
Actual/Actual
Specified currency:
U.S. dollars
CUSIP / ISIN:
61745E4E8/US61745E4E82
Book-entry or certificated
Book-entry
note:
Business day:
New York

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Senior Fixed to Floating Rate Notes due 2026
Leveraged CMS Curve and S&P 500® Index Linked Notes

The notes are debt securities of Morgan Stanley. In year 1, the notes pay interest at a rate of 10.00% per annum. Beginning
July 29, 2012, interest wil accrue on the notes for each day that the closing value of the S&P 500® Index is at or above 825, at
a variable rate per annum equal to the applicable leverage factor times the CMS reference index for the related quarterly
interest payment period; subject to the maximum interest rate of 10.00% 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 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 interest payment 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. The leverage factor wil change over the term of the notes from 4 during years two to five of
the notes, to 5 during years six to ten of the notes and to 7 during years eleven to maturity of the notes. 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 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 shal 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)
equal to 3-month LIBOR for that same maturity.

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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.

July 2011
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Senior Fixed to Floating Rate Notes due 2026
Leveraged CMS Curve and S&P 500® Index Linked 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 beginning July 29, 2012, on which the index level is to be determined (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 shall 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 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 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 "--Discontinuance of the S&P
500 Index; Alteration of Method of Calculation" herein.

July 2011
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Senior Fixed to Floating Rate Notes due 2026
Leveraged CMS Curve and S&P 500® Index Linked Notes

The table below presents examples of hypothetical interest that would accrue on the notes during any quarter in the floating
interest rate period from and including July 29, 2012 to but excluding July 29, 2016 as it reflects the applicable leverage
factor of 4 for that 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 825.

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 payment 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.

4 times
Hypothetical Interest Rate
CMS
CMS
Reference
Number of accrual days on which the index closing value of the S&P 500® Index
Reference
is greater than or equal to 825
Index
Index
0
10
20
30
50
75
90
-3.500%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
-3.250%
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%
-2.750%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
-2.500%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
-2.250%
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%
-1.750%
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%
-1.250%
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%
-0.750%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
-0.500%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
-0.250%
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%
0.250%
1.00%
0.00%
0.1111%
0.2222%
0.3333%
0.5556%
0.8333%
1.0000%
0.500%
2.00%
0.00%
0.2222%
0.4444%
0.6667%
1.1111%
1.6667%
2.0000%
0.750%
3.00%
0.00%
0.3333%
0.6667%
1.0000%
1.6667%
2.5000%
3.0000%
1.000%
4.00%
0.00%
0.4444%
0.8889%
1.3333%
2.2222%
3.3333%
4.0000%
1.250%
5.00%
0.00%
0.5556%
1.1111%
1.6667%
2.7778%
4.1667%
5.0000%
1.500%
6.00%
0.00%
0.6667%
1.3333%
2.0000%
3.3333%
5.0000%
6.0000%
1.750%
7.00%
0.00%
0.7778%
1.5556%
2.3333%
3.8889%
5.8333%
7.0000%
2.000%
8.00%
0.00%
0.8889%
1.7778%
2.6667%
4.4444%
6.6667%
8.0000%
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2.250%
9.00%
0.00%
1.0000%
2.0000%
3.0000%
5.0000%
7.5000%
9.0000%
2.500%
10.00%
0.00%
1.1111%
2.2222%
3.3333%
5.5556%
8.3333%
10.0000%
2.750%
10.00%
0.00%
1.1111%
2.2222%
3.3333%
5.5556%
8.3333%
10.0000%
3.000%
10.00%
0.00%
1.1111%
2.2222%
3.3333%
5.5556%
8.3333%
10.0000%
3.250%
10.00%
0.00%
1.1111%
2.2222%
3.3333%
5.5556%
8.3333%
10.0000%
3.500%
10.00%
0.00%
1.1111%
2.2222%
3.3333%
5.5556%
8.3333%
10.0000%
3.750%
10.00%
0.00%
1.1111%
2.2222%
3.3333%
5.5556%
8.3333%
10.0000%

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 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 825.

The leverage factor for the notes will be 5 from and including July 29, 2016 to but excluding July 29, 2021. Therefore,
assuming that the interest payment period contains 90 calendar days and the number of calendar days in such interest
payment period on which the index closing value of S&P 500 is greater than or equal to 825 is 30, if the CMS reference index
is 1.000% on a CMS reference determination date during such period, the interest rate for that interest payment period wil be
1.000% x 5 x (30/90) = 1.6667%. If the CMS reference index is equal to or greater than 2.000% on a CMS reference
determination date during such period, because 5 times such CMS reference index would be equal to or exceed the maximum
interest rate of 10.00%, the interest rate for that interest payment period wil be 10.00% x (30/90) = 3.3333%.

Furthermore, the leverage factor for the notes will be 7 from and including July 29, 2021 to but excluding July 29,
2026. Therefore, assuming that the interest payment period contains 90 calendar days and the number of calendar days in the
such interest payment period on which the index closing value of S&P 500 is greater than or equal to 825 is 30, if the CMS
reference index is 1.000% on a CMS reference determination date during such period, the interest rate for that interest
payment period wil be 1.000% x 7 x (30/90) = 2.3333%. If the CMS reference index is equal to or greater than approximately
1.4286% on a CMS reference determination date during such period, because 7 times such CMS reference index would be
equal to or exceed the maximum interest rate of 10.00%, the interest rate for that interest payment period wil be 10.00% x
(30/90) = 3.3333%.

July 2011
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