Bond Morgan Stanleigh 8% ( US61745E5X54 ) in USD

Issuer Morgan Stanleigh
Market price refresh price now   100 %  ▲ 
Country  United States
ISIN code  US61745E5X54 ( in USD )
Interest rate 8% per year ( payment 2 times a year)
Maturity 22/03/2031



Prospectus brochure of the bond Morgan Stanley US61745E5X54 en USD 8%, maturity 22/03/2031


Minimal amount 1 000 USD
Total amount 1 000 000 USD
Cusip 61745E5X5
Standard & Poor's ( S&P ) rating NR
Moody's rating NR
Next Coupon 22/09/2025 ( In 78 days )
Detailed description 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 US61745E5X54, pays a coupon of 8% per year.
The coupons are paid 2 times per year and the Bond maturity is 22/03/2031

The Bond issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US61745E5X54, was rated NR by Moody's credit rating agency.

The Bond issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US61745E5X54, was rated NR by Standard & Poor's ( S&P ) credit rating agency.







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424B2 1 dp21506_424b2-ps704.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 Conversion
$1,000,000
$116.10
Notes due 2031


March 2011


Pricing Supplement No. 704

Registration Statement No. 333-156423

Dated March 2, 2011
Filed pursuant to Rule 424(b)(2)
INTEREST RATE STRUCTURED INVESTMENTS
Senior Fixed to Floating Rate Conversion Notes due March 22, 2031
Range Accrual Step Up Notes Linked to the S&P 500® Index with Issuer Fixed Rate Conversion Right
As further described below, interest will accrue quarterly on the notes at a rate of (i) Years 1 to 4: 6.50% per annum and (ii) Years 5 to
maturity (the "floating interest rate period"): at the rates per annum specified below for each day that the closing level of the S&P 500® Index
is greater than or equal to 1,050. The notes provide investors with the opportunity to earn interest at an above-market rate in exchange for
taking the risk of receiving no interest with respect to any day on which the underlying equity index level is below the index reference level
during the floating interest rate period. Beginning March 22, 2015, and quarterly thereafter, 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 6.50% per annum instead of paying the floating interest rate based on the performance of the S&P 500® Index. 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:
61745E5X5/US61745E5X54
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:
$1,000 per note
Stated principal amount:
$1,000 per note
Pricing date:
March 2, 2011
Original issue date:
March 22, 2011 (14 business days after the pricing date)
Maturity date:
March 22, 2031
Interest accrual date:
March 22, 2011
Payment at maturity:
The payment at maturity per note will be the stated principal amount plus accrued and unpaid interest, if

any.
Interest rate provisions

Interest:
Original issue date to but excluding March 22, 2015: 6.50% per annum
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March 22, 2015 to but excluding the maturity date (the "floating interest rate period"):
a) If we have not elected to exercise our coupon conversion right, the floating interest rate as set forth
below:

March 22, 2015 to but excluding March 22, 2019: 7.50% per annum times N/ACT;
March 22, 2019 to but excluding March 22, 2023: 8.00% per annum times N/ACT;
March 22, 2023 to but excluding March 22, 2027: 9.00% per annum times N/ACT; and
March 22, 2027 to but excluding the maturity date: 10.00% per annum times 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.
If on any calendar day in the floating interest rate 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. It is
possible that you could receive no interest on the notes for extended periods if the index level
were to remain below the index reference level.

b) If we have elected to exercise our coupon conversion right, the fixed interest rate of 6.50% per
annum.

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 March 22, June 22, September 22 and December 22, beginning June 22, 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
Unadjusted

dates:
Index:
The S&P 500® Index
Index closing value:
The daily closing value of the index. Please see "Additional Provisions--The S&P 500® Index" below.
Index reference level:
1,050
Agent:
Morgan Stanley & Co. Incorporated ("MS & Co."), a wholly owned subsidiary of Morgan Stanley. See
"Supplemental Information Concerning Plan of Distribution; Conflicts of Interest."

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
$1,000,000
$35,000
$965,000
(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 7.
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.
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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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Terms continued from the previous page:
Day-count convention:
Actual/Actual
Index cutoff:
Floating interest rate period: 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.
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 no longer be based on the performance of the index.
Conversion date:
Each March 22, June 22, September 22, December 22, beginning March 22, 2015
Miscellaneous provisions

Calculation agent:
Morgan Stanley Capital Services Inc.
Trustee:
The Bank of New York Mellon
Early redemption:
Not applicable
Specified currency:
U.S. dollars
Book-entry or certificated
Book-entry
note:
Business day:
New York
March 2011
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Senior Fixed to Floating Rate Conversion Notes due March 22, 2031
Range Accrual Step Up Notes Linked to the S&P 500® Index with Issuer Fixed Rate Conversion Right
The Notes
The notes are debt securities of Morgan Stanley. In years 1 to 4, the notes pay interest at a rate of 6.50% per annum. Beginning March 22,
2015, if we have not exercised our coupon conversion right, interest will accrue on the notes for each day that the closing level of the S&P
500® Index is greater than or equal to 1,050. 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. All payments on the notes are subject to the credit risk of Morgan Stanley.
On each conversion date beginning on March 22, 2015, 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 6.50% per annum instead of
paying the floating interest rate based on the performance of the S&P 500® Index.
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
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, an affiliate 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
The index closing value on any calendar day during the floating interest rate period (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
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closing value for such successor index as published by the index publisher 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 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.
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Senior Fixed to Floating Rate Conversion Notes due March 22, 2031
Range Accrual Step Up Notes Linked to the S&P 500® Index with Issuer Fixed Rate Conversion Right
Hypothetical Examples
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, based on the total number ("N") of calendar days in a quarterly interest payment period on which the level of the
index closing value is greater than or equal to the index reference level. For illustrative purposes, the table assumes that we have not
exercised our coupon conversion right, the interest payment period contains 90 calendar days and an interest rate of 8.00% per annum.
The example below is for purposes of illustration only and would provide different results if different assumptions were made. The actual
quarterly interest payments will depend on the interest rate applicable to the particular interest payment period, the actual number of
calendar days in such interest payment period and the actual index closing value on each day in such 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.

N
Hypothetical Interest Rate
0
0.0000%
15
1.3333%
25
2.2222%
30
2.6667%
50
4.4444%
60
5.3333%
75
6.6667%
90
8.0000%
During the floating interest rate period, if the S&P 500® index level is less than the index reference level on that day, you will not receive any
interest for that day, and if the index level remains below the index reference level for each day in the applicable interest payment period,
you will receive no interest for that interest payment period.
In addition, whether you receive the floating interest rate after March 22, 2015 depends on whether we elect to exercise our issuer coupon
conversion right. It is more likely that we exercise our coupon conversion right and pay the fixed interest rate to the extent the S&P 500®
index level is greater than or equal to the index reference level and the amount of interest payable on the notes is consequently greater than
the fixed interest rate for the remainder of the term of the notes. See "Risk Factors--Yield Risk" on page 7.
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Senior Fixed to Floating Rate Conversion Notes due March 22, 2031
Range Accrual Step Up Notes Linked to the S&P 500® Index with Issuer Fixed Rate Conversion Right
Historical Information
The following table sets forth the published high and low, as well as end-of-quarter, index closing values for each quarter in the period from
January 1, 2006 through March 2, 2011. The graph following the table sets forth the daily closing values of the index for the period from
January 1, 1995 through March 2, 2011. The closing value of the index on March 2, 2011 was 1,308.44. The historical values of the index
should not be taken as an indication of future performance, and no assurance can be given that the level of the index will be greater than or
equal to the index reference level on any day of any interest payment period during the floating interest rate period. The payment of
dividends on the stocks that constitute the index is not reflected in its level and has no effect on the calculation of the payment of
interest. We obtained the information in the graph below from Bloomberg Financial Markets, without independent verification.

S&P 500® Index
High
Low
Period End
2006



First Quarter
1,307.25
1,254.78
1,294.83
Second Quarter
1,325.76
1,223.69
1,270.20
Third Quarter
1,339.15
1,234.49
1,335.85
Fourth Quarter
1,427.09
1,331.32
1,418.30
2007



First Quarter
1,459.68
1,374.12
1,420.86
Second Quarter
1,539.18
1,424.55
1,503.35
Third Quarter
1,553.08
1,406.70
1,526.75
Fourth Quarter
1,565.15
1,407.22
1,468.36
2008



First Quarter
1,447.16
1,273.37
1,322.70
Second Quarter
1,426.63
1,278.38
1,280.00
Third Quarter
1,305.32
1,106.39
1,166.36
Fourth Quarter
1,161.06
752.44
903.25
2009



First Quarter
934.70
676.53
797.87
Second Quarter
946.21
811.08
919.32
Third Quarter
1,071.66
879.13
1,057.08
Fourth Quarter
1,127.78
1,025.21
1,115.10
2010



First Quarter
1,174.17
1,056.74
1,169.43
Second Quarter
1,217.28
1,030.71
1,030.71
Third Quarter
1,127.79
1,022.58
1,141.20
Fourth Quarter
1,259.78
1,137.03
1,257.64
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2011



First Quarter (through March 2, 2011)
1,343.01
1,269.75
1,308.44
March 2011
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