Bond Morgan Stanleigh 0% ( US61745EX554 ) in USD

Morgan Stanleigh

100 % ⇌

United States

US61745EX554 ( in USD )

30/11/2019 - Bond has expired

Prospectus brochure of the bond Morgan Stanley US61745EX554 in USD 0%, expired

1 000 USD

55 000 000 USD

61745EX55

N/A

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 US61745EX554, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 30/11/2019

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424B2 1 dp20088_424b2-ps585.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered
Offering Price

Fee
Senior Floating Rate Notes due 2019

$44,466,000

$3,170.43

November 2010
Pricing Supplement No. 585
Registration Statement No. 333-156423
Dated November 23, 2010

Filed pursuant to Rule 424(b)(2)
INTEREST RATE STRUCTURED INVESTMENTS
Senior Floating Rate Notes due 2019
Based on 3-Month USD LIBOR
As further described below, interest will accrue and be payable on the notes quarterly, in arrears, at a variable rate equal to 3-Month USD
LIBOR plus 1.50%; subject to a minimum interest rate of 3.00% per annum and a maximum interest rate of 8.00% per annum. 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 amount:
$44,466,000. 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:
November 23, 2010
Original issue date:
November 30, 2010 (4 business days after the pricing date)
Maturity date:
November 30, 2019
Interest accrual date:
November 30, 2010
Payment at maturity:
The payment at maturity per note will be the stated principal amount plus accrued and unpaid interest.
Reference rate:
3-Month USD-LIBOR-BBA. Please see "Additional Provisions--Reference Rate" below.
Interest rate:
Reference rate plus 1.50%; subject to the minimum interest rate and the maximum interest rate.

For the purpose of determining the level of the reference rate applicable to an interest payment
period, the level of the reference rate will be determined two (2) London banking days prior to the
related interest reset date at the start of such interest payment period (each an "interest determination
date").

Interest for any interest payment period is subject to the minimum interest rate of 3.00% per annum
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and the maximum interest rate of 8.00% per annum.
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 28, 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:
Each February 28 (or, in the case of a leap year, February 29), May 30, August 30 and November 30,
beginning November 30, 2010, provided that such interest reset dates shall not be adjusted for non-
business days.
Day-count convention:
30/360
Minimum interest rate:
3.00% per annum per interest payment period
Maximum interest rate:
8.00% per annum per interest payment period
Redemption:
Not applicable
Specified currency:
U.S. dollars
CUSIP / ISIN:
61745EX55/US61745EX554
Book-entry or certificated note:
Book-entry
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 Inc.
Trustee:
The Bank of New York Mellon
Commissions and issue price:
Price to public
Agent's commissions(1)
Proceeds to issuer
Per Note
100%
2.00%
98.00%
Total
$44,466,000
$889,320
$43,576,680
(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 2.00% 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 3.
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
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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 Floating Rate Notes due 2019
Based on 3-Month USD LIBOR

The Notes

The notes are debt securities of Morgan Stanley. Interest on the notes will accrue and be payable on the notes quarterly, in arrears, at a
rate equal to 3-Month USD LIBOR plus 1.50%; subject to the minimum interest rate of 3.00% per annum and the maximum interest rate of
8.00% per annum. 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.

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--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

Reference Rate

"LIBOR" as defined in the accompanying prospectus in the section called "Description of Debt Securities--Floating Rate Debt Securities"
and "--Base Rates" with an index maturity of 3 months and an index currency of U.S. dollars and as displayed on Reuters Page LIBOR01.

Historical Information

The following graph sets forth the historical percentage levels of the reference rate for the period from January 1, 2000 to November 23,
2010. The historical levels of the reference rate do not reflect the 1.50% spread that will apply to the interest that accrues on the notes for
each interest payment period during the term of the notes, and should not be taken as an indication of its future performance. We obtained
the information in the graph below from Bloomberg Financial Markets, without independent verification.

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* The bold lines in the graph above represent the minimum interest
rate of 3.00% and the maximum interest rate of 8.00%.

November 2010
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Senior Floating Rate Notes due 2019
Based on 3-Month USD LIBOR

Risk Factors

The notes involve risks not associated with an investment in ordinary floating rate notes. An investment in the notes entails significant risks
not associated with similar investments in a conventional debt security, including, but not limited to, fluctuations in the reference rate, and
other events that are difficult to predict and beyond the issuer's control. This section describes the most significant risks relating to the
notes. For a complete list of risk factors, please see the accompanying prospectus supplement and the accompanying prospectus.

Yield Risk

The historical performance of the reference rate is not an indication of future performance. The historical performance of the
reference rate should not be taken as an indication of future performance during the term of the notes. Changes in the levels of the
reference rate will affect the trading price of the notes, but it is impossible to predict whether such levels will rise or fall.

The amount of interest payable on the notes in any interest payment period is capped. The interest rate on the notes for each
interest payment period is capped for that period at the maximum interest rate of 8.00% per annum (equal to a maximum quarterly
interest payment of $20.00 for each $1,000 stated principal amount of notes).

Issuer Risk

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 value of the notes.

Market Risk

The price at which the notes may be sold 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) actual or
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anticipated changes in the level of the reference rate, which is determined only at the end of each quarterly interest payment period, (ii)
volatility of the level of the reference rate, (iii) changes in interest and yield rates, (iv) any actual or anticipated changes in our credit
ratings or credit spreads, and (v) time remaining to maturity. Depending on the actual or anticipated level of the reference rate, the
market value of the notes is expected to decrease and you may receive substantially less than 100% of the issue price if you sell your
notes prior 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.

November 2010
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Senior Floating Rate Notes due 2019
Based on 3-Month USD LIBOR

Liquidity Risk

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.

Conflicts of Interest

The issuer, its subsidiaries or affiliates may publish research that could affect the market value of the notes. They also
expect to hedge the issuer's obligations under the notes. 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 the reference rate 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. In addition, the issuer's subsidiaries expect to
hedge the issuer's obligations under the notes and they may realize a profit from that expected hedging activity even if investors do not
receive a favorable investment return under the terms of the notes or in any secondary market transaction.

The calculation agent, which is a subsidiary of the issuer, will make determinations with respect to the notes. Any of these
determinations made by the calculation agent may adversely affect the payout to investors. Determinations made by the calculation
agent, including with respect to the reference rate may adversely affect the payout to you on the notes.

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Senior Floating Rate Notes due 2019
Based on 3-Month USD LIBOR

Supplemental Information Concerning Plan of Distribution; Conflicts of Interest

We expect to deliver the notes against payment therefor in New York, New York on November 30, 2010, which will be the fourth 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 2.00% for each note they sell.

MS & Co. is our wholly-owned subsidiary. MS & Co. will conduct this offering in compliance with the requirements of NASD Rule 2720 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.

Tax Considerations

The notes will be treated as "variable rate 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 Floating
Rate Notes." Both U.S. and non-U.S. holders should read the section of the accompanying prospectus supplement entitled "United States
Federal Taxation."

You should consult your tax advisers regarding all aspects of the U.S. federal tax consequences of an investment in the notes,
as well as any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.

Contact Information

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Morgan Stanley Smith Barney clients may contact their local Morgan Stanley Smith Barney branch office or our principal executive offices
at 1585 Broadway, New York, New York 10036 (telephone number (866) 477-4776). All other clients may contact their local brokerage
representative. Third-party distributors may contact Morgan Stanley Structured Investment Sales at (800) 233-1087.

Where You Can Find More Information

Morgan Stanley has filed a registration statement (including a prospectus, as supplemented by a prospectus supplement) with the
Securities and Exchange Commission, or SEC, for the offering to which this pricing supplement relates. You should read the prospectus in
that registration statement, the prospectus supplement and any other documents relating to this offering that Morgan Stanley has filed with
the SEC for more complete information about Morgan Stanley and this offering. You may get these documents without cost by visiting
EDGAR on the SEC web site at www.sec.gov. Alternatively, Morgan Stanley will arrange to send you the prospectus and the prospectus
supplement if you so request by calling toll-free 800-584-6837.

You may access these documents on the SEC web site at www.sec.gov as follows:

Prospectus Supplement dated December 23, 2008
Prospectus dated December 23, 2008

Terms used in this pricing supplement are defined in the prospectus supplement or in the prospectus. As used in this pricing supplement,
the "Company," "we," "us" and "our" refer to Morgan Stanley.

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