Bond Morgan Stanleigh 6.5% ( US61745EG625 ) in USD

Morgan Stanleigh

100 % ▼

United States

US61745EG625 ( in USD )

6.5% per year ( payment 2 times a year)

25/04/2023 - Bond has expired

Prospectus brochure of the bond Morgan Stanley US61745EG625 in USD 6.5%, expired

1 000 USD

80 000 000 USD

61745EG62

A- ( Upper medium grade - Investment-grade )

A1 ( Upper medium grade - Investment-grade )

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 US61745EG625, pays a coupon of 6.5% per year.
The coupons are paid 2 times per year and the Bond maturity is 25/04/2023

The Bond issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US61745EG625, was rated A1 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US61745EG625, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Page 1 of 14
424B2 1 dp22112_424b2-ps748.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities
Amount of Registration
Offered

Maximum Aggregate
Offering Price
Fee
Senior Fixed to Floating Rate Notes $49,709,000
$5,771.21
due 2023

April 2011

Pricing Supplement No. 748
Registration Statement No. 333-156423
Dated April 13, 2011
Filed pursuant to Rule 424(b)(2)
INTEREST RATE STRUCTURED PRODUCTS

Senior Fixed to Floating Rate Notes due 2023
U.S. Inflation Index Linked Notes

As described below, interest will accrue and be payable on the notes monthly, in arrears, in (i) Years 1 to 2, at a fixed
rate equal to 6.50% per annum and (ii) Years 3 to maturity, at a variable rate equal to the year-over-year change in
the U.S. Consumer Price Index ("CPI") plus a spread of 2.00% and subject to the maximum interest rate of 8.00% and
the minimum interest rate of 0.00%. The CPI for purposes of the notes is the non-seasonally adjusted U.S. City
Average All Items Consumer Price Index for All Urban Consumers, reported monthly by the Bureau of Labor Statistics
of the U.S. Department of Labor and published on Bloomberg screen CPURNSA or any successor service. All
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
$ 49,709,000. We may increase the aggregate principal amount prior to the original issue
amount:
date but are not required to do so.
Issue price:
$1,000 per note
Stated principal
$1,000 per note
amount:

Pricing date:
April 13, 2011
Original issue date:
April 25, 2011 (7 business days after the pricing date)
Maturity date:
April 25, 2023
Interest accrual date:
April 25, 2011
Redemption percentage 100%
at maturity:

Interest:
Original issue date to but excluding April 25, 2013 (the "fixed interest rate period"): 6.50%
per annum
April 25, 2013 to but excluding the maturity date (the "floating interest rate period"):
(CPI CPI
) / CPI
+ spread; subject to the maximum interest rate and minimum
t
t-12
t-12
interest rate, where
CPI = CPI for the applicable reference month, as published on Bloomberg screen
t
CPURNSA;
CPIt-12 = CPI for the twelfth month prior to the applicable reference month, as published
on Bloomberg screen CPURNSA; and
Reference month = the third calendar month prior to the month of the related interest
reset date.
See "Additional Provisions Interest Rate" on page 2.
Spread:
2.00%
Minimum interest rate:
For the floating interest rate period: 0.00%
Maximum interest rate:
For the floating interest rate period: 8.00%
Interest payment
Monthly
period:
Interest payment dates: The 25th day of each month, beginning May 25, 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 reset dates:
The 25th day of each month, beginning April 25, 2013, provided that such interest reset
dates shall not be adjusted for non-business days.
Interest determination
Each interest reset date
dates:
Day-count convention:
Actual/Actual
Reporting service:
Bloomberg screen CPURNSA
Specified currency:
U.S. dollars
http://www.sec.gov/Archives/edgar/data/895421/000095010311001430/dp22112_424b2-p... 4/15/2011

Page 2 of 14
CUSIP / ISIN:
61745EG62/ISIN61745EG625
Book-entry or
Book-entry
certificated note:
Business day:
New York
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 Trustee: The Bank of New York Mellon
Inc.
Commissions and Issue
Price:
Price to Public
Agent's Commissions(1)
Proceeds to Issuer
Per Note
100%
2.25%
97.75%
Total
$ 49,709,000
$ 1,118,452.50
$ 48,590,547.50
(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 2.25% 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 4.

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.

http://www.sec.gov/Archives/edgar/data/895421/000095010311001430/dp22112_424b2-p... 4/15/2011

Page 3 of 14

Senior Fixed to Floating Rate Notes due 2023
U.S. Inflation Index Linked Notes

The Notes
The notes are debt securities of Morgan Stanley. Interest on the notes will accrue in (i) Years 1 to 2, at a fixed rate
equal to 6.50% per annum and (ii) Years 3 to maturity, at a variable rate equal to the year-over-year changes in the
CPI plus a spread of 2.00% and subject to the maximum interest rate of 8.00% and minimum interest rate of 0.00%,
as determined on the applicable interest determination date. 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, including the repayment of principal, 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. 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--The Inclusion Of
Commissions And Projected Profit From Hedging In The Original Issue Price Is Likely To Adversely Affect Secondary
Market Prices."

Additional Provisions
Consumer Price Index

The amount of interest payable on the notes on each interest payment date for the floating interest rate period wil be
linked to year-over-year changes in the Consumer Price Index. The Consumer Price Index for purposes of the notes
is the non-seasonally adjusted U.S. City Average All Items Consumer Price Index for All Urban Consumers ("CPI"),
reported monthly by the Bureau of Labor Statistics of the U.S. Department of Labor ("BLS") and published on
Bloomberg screen CPURNSA or any successor service. The CPI for a particular month is published during the
following month.
The CPI is a measure of the average change in consumer prices over time for a fixed market basket of goods and
services, including food, clothing, shelter, fuels, transportation, charges for doctors' and dentists' services and drugs.
In calculating the index, price changes for the various items are averaged together with weights that represent their
importance in the spending of urban households in the United States. The contents of the market basket of goods and
services and the weights assigned to the various items are updated periodically by the BLS to take into account
changes in consumer expenditure patterns. The CPI is expressed in relative terms in relation to a time base reference
period for which the level is set at 100.0. The base reference period for these notes is the 1982-1984 average.

Interest Rate

The interest rate for the notes during the fixed interest rate period from and including the original issue date to but
excluding the initial interest reset date will be 6.50% per annum. The interest rate for the notes being offered for each
interest payment period during the floating interest rate period will be the rate determined as of the applicable interest
determination date pursuant to the following formula:
April 2011
Page 2

http://www.sec.gov/Archives/edgar/data/895421/000095010311001430/dp22112_424b2-p... 4/15/2011

Page 4 of 14

Senior Fixed to Floating Rate Notes due 2023
U.S. Inflation Index Linked Notes

Interest
CPI
Spread; subject to the maximum interest rate and the
=
t - CPIt-12
+
Rate

CPI

minimum interest rate
t-12

where:

CPI = CPI for the applicable reference month, as published on Bloomberg screen CPURNSA;
t

CPI
= CPI for the twelfth month prior to the applicable reference month, as published on Bloomberg screen
t-12
CPURNSA;

Spread = 2.00%;

Maximum interest rate = 8.00%; and

Minimum interest rate = 0.00%.

In no case will the interest rate for the notes for any monthly interest payment period be less than the minimum
interest rate of 0.00% per annum or greater than the maximum interest rate of 8.00% per annum. The amount of
interest payable on the notes on each interest payment date will be calculated on an actual/actual day count basis.

CPIt for any interest reset date is the CPI for the third calendar month, which we refer to as the "reference month," prior to
the month of such interest reset date as published and reported in the second calendar month prior to such interest reset
date.

For example, for the interest payment period from and including April 25, 2013 to but excluding May 25, 2013,
CPIt will be the CPI for January 2013 (the reference month), and CPIt-12 will be the CPI for January 2012 (which
is the CPI for the twelfth month prior to the reference month). The CPI for January 2013 will be reported by the
BLS and published on Bloomberg screen CPURNSA in February 2013, and the CPI for January 2012 will be
reported and published in February 2012.
For more information regarding the calculation of interest rates on the notes, including historical CPI levels and
hypothetical interest rates, see "Historical Information and Hypothetical Interest Rate Calculations."

If by 3:00 PM on any interest determination date the CPI is not published on Bloomberg screen CPURNSA for any
relevant month, but has otherwise been published by the BLS, Morgan Stanley Capital Services Inc., in its capacity as
the calculation agent, will determine the CPI as reported by the BLS for such month using such other source as on its
face, after consultation with us, appears to accurately set forth the CPI as reported by the BLS.
In calculating CPI and CPI , the calculation agent will use the most recently available value of the CPI determined
t
t-12
as described above on the applicable interest determination date, even if such value has been adjusted from a prior
reported value for the relevant month. However, if a value of CPIt and CPIt-12 used by the calculation agent on any
interest reset date to determine the interest rate on the notes (an "initial CPI") is subsequently revised by the BLS, the
calculation agent will continue to use the initial CPI, and the interest rate determined on such interest determination
date will not be revised.

If the CPI is rebased to a different year or period and the 1982-1984 CPI is no longer used, the base reference period
for the notes will continue to be the 1982-1984 reference period as long as the 1982-1984 CPI continues to be
published.
If, while the notes are outstanding, the CPI is discontinued or substantially altered, as determined by the calculation
agent in its sole discretion, the calculation agent will determine the interest rate on the notes by reference to the
applicable substitute index that is chosen by the Secretary of the Treasury for the Department of The Treasury's
Inflation-Linked Treasuries as described at 62 Federal Register 846-874 (January 6, 1997) or, if no such securities are
outstanding, the substitute index will be determined by the calculation agent in accordance with general market practice
at the time; provided that the procedure for determining the resulting interest rate is administratively acceptable to the
calculation agent.

All values used in the interest rate formula for the notes and all percentages resulting from any calculation of interest
will be rounded to the nearest one hundred-thousandth of a percentage point, with .000005% rounded up to .00001%.
All dollar amounts used in or resulting from such calculation on the notes will be rounded to the nearest third decimal
http://www.sec.gov/Archives/edgar/data/895421/000095010311001430/dp22112_424b2-p... 4/15/2011

Page 5 of 14
place, with .0005 rounded up to .001.

April 2011
Page 3

http://www.sec.gov/Archives/edgar/data/895421/000095010311001430/dp22112_424b2-p... 4/15/2011

Page 6 of 14

Senior Fixed to Floating Rate Notes due 2023
U.S. Inflation Index Linked Notes

Risk Factors

The notes involve risks not associated with an investment in ordinary floating rate notes. This section describes the
most significant risks relating to the notes.
In Periods Of Little Or No Inflation, The Interest Rate Following The Initial Interest Reset Date On April
25, 2013 Will Be Approximately Equal To The Spread, And In Periods Of Deflation The Interest Rate
Following The Interest Reset Date Will Be Less Than The Spread And May Be As Low As Zero. Interest
payable on the notes following the initial interest reset date on April 25, 2013, is linked to year over year
changes in the level of the CPI determined each month. If the CPI for the same month in successive years does
not increase, which is likely to occur when there is little or no inflation, investors in the notes will receive an
interest payment for the applicable interest payment period equal to the spread of 2.00% per annum. If the CPI
for the same month in successive years decreases, which is likely to occur when there is deflation, investors in
the notes will receive an interest payment for the applicable interest payment period that is less than the spread
per annum. If the CPI for the same month in successive years declines by the spread or more, investors in the
notes will receive only the minimum interest rate, which is 0.00%.

The Amount Of Interest Payable On The Notes In Any Month Is Capped. The interest rate on the notes for
each monthly interest payment period during the floating interest rate period is capped for that month at the
maximum interest rate of 8.00% per annum. Accordingly, in periods of moderate to high inflation, as measured
by the CPI, you may not receive the full benefit of the year over year increase in the CPI for that interest
payment period due to the maximum interest rate.

The Interest Rate On The Notes May Be Below The Rate Otherwise Payable On Debt Securities Issued
By Us With Similar Maturities. If there are only minimal increases, no changes or decreases in the monthly
CPI measured year over year, the interest rate on the notes following the initial interest reset date will be below
what we would currently expect to pay as of the date of this pricing supplement if we issued a debt instrument
with terms otherwise similar to those of the notes.
The Interest Rate On The Notes May Not Reflect The Actual Levels Of Inflation Affecting Holders Of The
Notes. The CPI is just one measure of inflation and may not reflect the actual levels of inflation affecting
holders of the notes. Accordingly, an investment in the notes may not fully offset any inflation actually
experienced by investors in the notes.

Your Interest Rate Is Based Upon The CPI. The CPI Itself And The Way The BLS Calculates The CPI May
Change In The Future. There can be no assurance that the BLS will not change the method by which it
calculates the CPI. In addition, changes in the way the CPI is calculated could reduce the level of the CPI and
lower the interest payment with respect to the notes. Accordingly, the amount of interest, if any, payable on the
notes following the initial interest reset date, and therefore the value of the notes, may be significantly reduced.
If the CPI is substantially altered, a substitute index may be employed to calculate the interest payable on the
notes, as described above, and that substitution may adversely affect the value of the notes.
The Historical Levels Of The CPI Are Not An Indication Of The Future Levels Of The CPI. The historical
levels of the CPI are not an indication of the future levels of the CPI during the term of the notes. In the past, the
CPI has experienced periods of volatility and such volatility may occur in the future. Fluctuations and trends in
the CPI that have occurred in the past are not necessarily indicative, however, of fluctuations that may occur in
the future. Holders of the notes will receive interest payments that will be affected by changes in the CPI. Such
changes may be significant. Changes in the CPI are a function of the changes in specified consumer prices over
time, which result from the interaction of many factors over which we have no control.

April 2011
Page 4

http://www.sec.gov/Archives/edgar/data/895421/000095010311001430/dp22112_424b2-p... 4/15/2011

Page 7 of 14

Senior Fixed to Floating Rate Notes due 2023
U.S. Inflation Index Linked Notes

Investors Are Subject To Our Credit Risk, And Any Actual Or Anticipated Changes To Our Credit
Ratings Or Credit Spreads May Adversely Affect The Market Value Of The Notes. Investors are dependent
on our ability to pay all amounts due on the notes on interest payment dates and at maturity, and, therefore,
investors are subject to our credit risk and to changes in the market's view of our creditworthiness. The notes
are not guaranteed by any other entity. If we default on our obligations under the notes, your investment would
be at risk and you could lose some or all of your investment. As a result, the market value of the notes prior to
maturity will be affected by changes in the market's view of our creditworthiness. Any actual or anticipated
decline in our credit ratings or increase in the credit spreads charged by the market for taking our credit risk is
likely to adversely affect the market value of the notes.
The Price At Which The Notes May Be Resold Prior To Maturity Will Depend On A Number Of Factors
And May Be Substantially Less Than The Amount For Which They Were Originally Purchased. Some of
these factors include, but are not limited to: (i) changes in U.S. inflation rates, (ii) changes in U.S. interest rates,
(iii) any actual or anticipated changes in our credit ratings or credit spreads, and (iv) time remaining to maturity.

The Inclusion Of Commissions And Projected Profit From Hedging In The Original Issue Price Is Likely
To Adversely Affect Secondary Market Prices. Assuming no change in market conditions or any other
relevant factors, the price, if any, at which MS & Co. is willing to purchase the notes at any time in secondary
market transactions will likely be significantly lower than the original issue price, since secondary market prices
are likely to exclude commissions paid with respect to the notes and the cost of hedging our obligations under
the notes that are included in the original issue price. 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. These secondary market prices are also likely to be reduced by the costs of unwinding the related
hedging transactions. In addition, any secondary market prices may differ from values determined by pricing
models used by MS & Co., as a result of dealer discounts, mark-ups or other transaction costs.

The Notes Will Not Be Listed On Any Securities Exchange And Secondary Trading May Be Limited. The
notes will not be listed on any securities exchange. Therefore, there may be little or no secondary market for
the notes. MS & Co. may, but is not obligated to, make a market in the notes. Even if there is a secondary
market, it may not provide enough liquidity to allow you to trade or sell the notes easily. Because we do not
expect that other broker-dealers will participate significantly in the secondary market for the notes, the price at
which you may be able to trade your notes is likely to depend on the price, if any, at which MS & Co. is willing to
transact. If at any time MS & Co. were not to make a market in the notes, it is likely that there would be no
secondary market for the notes. Accordingly, you should be willing to hold your notes to maturity.

Issuer Or Its Affiliates Are Market Participants. The issuer or one or more of its affiliates may, at present or
in the future, publish research reports with respect to movements in interest rates generally or with respect to
the CPI specifically. This research is modified from time to time without notice and may express opinions or
provide recommendations that are inconsistent with purchasing or holding the notes. Any of these activities may
affect the market value of the notes.

April 2011
Page 5

http://www.sec.gov/Archives/edgar/data/895421/000095010311001430/dp22112_424b2-p... 4/15/2011

Page 8 of 14

Senior Fixed to Floating Rate Notes due 2023
U.S. Inflation Index Linked Notes

Historical Information and Hypothetical Interest Rate Calculations

Provided below are historical levels of the CPI as reported by the BLS for the period from October 2000 to February
2011. Also provided below are the hypothetical interest rates for the period from January 2002 to May 2011 that
would have resulted from the historical levels of the CPI presented below and a spread of 2.00%, without regard to
the maximum interest rate and the minimum interest rate. We obtained the historical information included below from
Bloomberg Financial Markets, and we believe such information to be accurate.

The historical levels of the CPI should not be taken as an indication of future levels of the CPI, and no assurance can
be given as to the level of the CPI for any reference month following the initial interest reset date on April 25,
2013. The hypothetical interest rates that follow are intended to illustrate the effect of general trends in the CPI on the
amount of interest payable to you on the notes. However, the CPI may not increase or decrease over the term of the
notes in accordance with any of the trends depicted by the historical information in the table below, and the size and
frequency of any fluctuations in the CPI level over the term of the notes, which we refer to as the volatility of the CPI,
may be significantly different than the volatility of the CPI indicated in the table. As a result, the hypothetical interest
rates depicted in the table below should not be taken as an indication of the actual interest rates that will be paid on
the interest payment dates over the term of the notes.

Historical Levels of CPI

Month
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
January

175.100 177.100 181.700 185.200 190.700 198.300 202.416 211.080 211.143 216.687 220.223
February
175.800 177.800 183.100 186.200 191.800 198.700 203.499 211.693 212.193 216.741 221.309
March

176.200 178.800 184.200 187.400 193.300 199.800 205.352 213.528 212.709 217.631
April

176.900 179.800 183.800 188.000 194.600 201.500 206.686 214.823 213.240 218.009
May

177.700 179.800 183.500 189.100 194.400 202.500 207.949 216.632 213.856 218.178
June

178.000 179.900 183.700 189.700 194.500 202.900 208.352 218.815 215.693 217.965
July

177.500 180.100 183.900 189.400 195.400 203.500 208.299 219.964 215.351 218.011
August

177.500 180.700 184.600 189.500 196.400 203.900 207.917 219.086 215.834 218.312
September
178.300 181.000 185.200 189.900 198.800 202.900 208.490 218.783 215.969 218.439
October
174.000 177.700 181.300 185.000 190.900 199.200 201.800 208.936 216.573 216.177 218.711
November 174.100 177.400 181.300 184.500 191.000 197.600 201.500 210.177 212.425 216.330 218.803
December 174.000 176.700 180.900 184.300 190.300 196.800 201.800 210.036 210.228 215.949 219.179

Hypothetical Interest Rates Based on Historical CPI Levels

Month
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
January
4.126% 4.026% 4.041% 5.189% 6.348% 3.305% 5.536% 5.655% 1.817% 3.172%
February
3.895% 4.198% 3.765% 5.523% 5.456% 3.974% 6.306% 3.070% 3.838% 3.143%
March
3.552% 4.377% 3.879% 5.256% 5.416% 4.541% 6.081% 2.091% 4.721% 3.496%
April
3.142% 4.597% 3.926% 4.970% 5.985% 4.076% 6.280% 2.030% 4.626% 3.632%
May
3.138% 4.981% 3.693% 5.008% 5.598% 4.415% 6.027% 2.236% 4.143% 4.108%
June
3.476% 5.020% 3.737% 5.148% 5.363% 4.779% 5.981% 1.616% 4.314%
July
3.639% 4.225% 4.285% 5.511% 5.546% 4.574% 5.937% 1.263% 4.236%
August
3.182% 4.058% 5.052% 4.803% 6.167% 4.691% 6.176% 0.719% 4.021%
September 3.067% 4.112% 5.266% 4.530% 6.319% 4.687% 7.022% 0.573% 3.053%
October
3.465% 4.110% 4.991% 5.168% 6.145% 4.358% 7.600% -0.097% 3.235%
November
3.803% 4.158% 4.654% 5.641% 5.819% 3.970% 7.372% 0.516% 3.148%
December
3.514% 4.320% 4.538% 6.687% 4.062% 4.755% 6.937% 0.714% 3.144%

The hypothetical interest rate payable on the notes for the February 2005 interest payment period would have
been 5.523% per annum. This hypothetical interest rate is calculated by inserting the fol owing CPI levels into the
interest rate formula described above under "Additional Provisions Interest Rate":

http://www.sec.gov/Archives/edgar/data/895421/000095010311001430/dp22112_424b2-p... 4/15/2011

Page 9 of 14
CPI = 191.0, which is equal to the CPI level for November 2004, which is the third calendar month prior to the
t
interest reset date of February 1, 2005, would be the reference month; and

CPI
= 184.5, which is equal to the CPI level for November 2003, the twelfth calendar month prior to the
t-12
reference month for the interest reset date of February 1, 2005

Interest Rate = [(191.0 184.5) / 184.5] + 2.00% = 5.523%

April 2011
Page 6

http://www.sec.gov/Archives/edgar/data/895421/000095010311001430/dp22112_424b2-p... 4/15/2011

Page 10 of 14

Senior Fixed to Floating Rate Notes due 2023
U.S. Inflation Index Linked Notes

Supplemental Information Concerning Plan of Distribution; Conflicts of
Interest

We expect to deliver the notes against payment therefor in New York, New York on April 25, 2011, which will be the
seventh scheduled business day following the date of the pricing of the notes. Under Rule 15c6-1 of the Exchange
Act, trades in the secondary market generally are required to settle in three business days, unless the parties to any
such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date of pricing or on
or prior to the third business day prior to the original issue date will be required to specify alternative settlement
arrangements to prevent a failed settlement.
The agent may distribute the notes through Morgan Stanley Smith Barney LLC ("MSSB"), as selected dealer, or other
dealers, which may include Morgan Stanley & Co. International plc ("MSIP") and Bank Morgan Stanley AG. MSSB,
MSIP and Bank Morgan Stanley AG are affiliates of Morgan Stanley. Selected dealers, including MSSB, and their
financial advisors will collectively receive from the Agent, MS & Co., a fixed sales commission of 2.25% for each note
they sell.

MS & Co. is our wholly-owned subsidiary. MS & Co. will conduct this offering in compliance with the requirements of
FINRA Rule 5121 of the Financial Industry Regulatory Authority, Inc., which is commonly referred to as FINRA,
regarding a FINRA member firm's distribution of the securities of an affiliate and related conflicts of interest. MS & Co.
or any of our other affiliates may not make sales in this offering to any discretionary account.

Validity of the Notes

In the opinion of Davis Polk & Wardwell LLP, as special counsel to Morgan Stanley, when the notes offered by this
pricing supplement have been executed and issued by Morgan Stanley and authenticated by the trustee pursuant to
the Senior Debt Indenture, and delivered against payment as contemplated herein, such notes will be valid and
binding obligations of Morgan Stanley, enforceable in accordance with their terms, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors' rights generally, concepts of reasonableness and equitable principles
of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith),
provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or
similar provision of applicable law on the conclusions expressed above. This opinion is given as of the date hereof
and is limited to the federal laws of the United States of America, the laws of the State of New York and the General
Corporation Law of the State of Delaware. In addition, this opinion is subject to customary assumptions about the
trustee's authorization, execution and delivery of the Senior Debt Indenture and its authentication of the notes and the
validity, binding nature and enforceability of the Senior Debt Indenture with respect to the trustee, all as stated in the
letter of such counsel dated March 24, 2011, which has been filed as an exhibit to a Current Report on Form 8-K by
Morgan Stanley on March 24, 2011.

Tax Considerations
The notes will be treated as "contingent payment debt instruments" for U.S. federal income tax purposes, as
described in the section of the accompanying prospectus supplement called "United States Federal Taxation -- Tax
Consequences to U.S. Holders -- Notes -- Optionally Exchangeable Notes." Under this treatment, if you are a U.S.
taxable investor, you generally will be subject to annual income tax based on the "comparable yield" (as defined in the
accompanying prospectus supplement) of the notes, adjusted upward or downward to reflect the difference, if any,
between the actual and the projected amount of any contingent payments on the notes. In addition, any gain
recognized by U.S. taxable investors on the sale or exchange, or at maturity, of the notes generally will be treated as
ordinary income. We have determined that the "comparable yield" is a rate of 5.6780% per annum, compounded
monthly; and the projected payment schedule with respect to a note consists of the following payments:

May 25, 2011
$5.34
May 25, 2015
$4.20
May 25, 2019
$4.74
June 25, 2011
$5.52
June 25, 2015
$4.35
June 25, 2019
$4.91
July 25, 2011
$5.34
July 25, 2015
$4.22
July 25, 2019
$4.75
August 25, 2011
$5.52
August 25, 2015
$4.37
August 25, 2019
$4.91

April 2011
Page 7

http://www.sec.gov/Archives/edgar/data/895421/000095010311001430/dp22112_424b2-p... 4/15/2011