Bond Morgan Stanleigh 2.5% ( US61746BEA08 ) in USD

Issuer Morgan Stanleigh
Market price 100 %  ⇌ 
Country  United States
ISIN code  US61746BEA08 ( in USD )
Interest rate 2.5% per year ( payment 2 times a year)
Maturity 20/04/2021 - Bond has expired



Prospectus brochure of the bond Morgan Stanley US61746BEA08 in USD 2.5%, expired


Minimal amount 1 000 USD
Total amount 2 500 000 000 USD
Cusip 61746BEA0
Standard & Poor's ( S&P ) rating BBB+ ( Lower medium grade - Investment-grade )
Moody's rating A2 ( Upper medium grade - Investment-grade )
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 US61746BEA08, pays a coupon of 2.5% per year.
The coupons are paid 2 times per year and the Bond maturity is 20/04/2021

The Bond issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US61746BEA08, was rated A2 ( 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 US61746BEA08, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







424B2 1 efc16-334_424b2.htm
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered
Maximum Aggregate Offering Price
Amount of Registration Fee
Fixed Rate Senior Notes due 2021
$2,491,600,000
$250,904.12



Floating Rate Senior Notes due 2021
$1,000,000,000
$100,700.00
PROSPECTUS Dated February 16, 2016
Pricing Supplement No. 894 to
PROSPECTUS SUPPLEMENT Dated November 19, 2014
Registration Statement No. 333-200365
Dated April 18, 2016
Rule 424(b)(2)

GLOBAL MEDIUM-TERM NOTES, SERIES F
Fixed Rate Senior Notes Due 2021
Floating Rate Senior Notes Due 2021
We, Morgan Stanley, are offering the notes described below on a global basis. We may not redeem the Global Medium-Term Notes, Series F,
Fixed Rate Senior Notes Due 2021 (the "fixed rate notes") or the Global Medium-Term Notes, Series F, Floating Rate Senior Notes Due 2021 (the
"floating rate notes" and, together with the fixed rate notes, the "notes") prior to the maturities thereof.

We will issue the notes only in registered form, which form is further described under "Description of Notes--Forms of Notes" in the
accompanying prospectus supplement.

We describe the basic features of the notes in the section of the accompanying prospectus supplement called "Description of Notes." In
addition, we describe the basic features of the fixed rate notes in the section of the accompanying prospectus called "Description of Debt
Securities--Fixed Rate Debt Securities" and we describe the basic features of the floating rate notes in the section of the accompanying prospectus
called "Description of Debt Securities--Floating Rate Debt Securities," in each case subject to and as modified by the provisions described
below.


With respect to the fixed rate notes, we describe how interest is calculated, accrued and paid, including where a scheduled interest payment
date is not a business day (the following unadjusted business day convention), under "Description of Debt Securities--Fixed Rate Debt
Securities" in the accompanying prospectus. With respect to the floating rate notes, we describe how interest is calculated, accrued and paid,
including the adjustment of scheduled interest payment dates for business days (except at maturity), under "Description of Debt Securities--
Floating Rate Debt Securities" in the accompanying prospectus.


Terms not defined herein have the meanings given to such terms in the accompanying prospectus supplement and prospectus, as applicable.
References in the accompanying prospectus supplement to the prospectus dated November 19, 2014 shall refer to the accompanying prospectus
dated February 16, 2016.

Investing in the notes involves risks. See "Risk Factors" beginning on page 5 of the accompanying prospectus.

Fixed Rate Notes Due 2021

Floating Rate Notes Due 2021
Principal Amount:
$2,500,000,000

Principal Amount:
$1,000,000,000
Maturity Date:
April 21, 2021

Maturity Date:
April 21, 2021
Settlement Date


Settlement Date

(Original Issue Date):
April 21, 2016 (T+3)

(Original Issue Date):
April 21, 2016 (T+3)
Interest Accrual Date:
April 21, 2016

Interest Accrual Date:
April 21, 2016
Issue Price:
99.664%

Issue Price:
100.00%
Specified Currency:
U.S. dollars

Specified Currency:
U.S. dollars
Redemption Percentage


Redemption Percentage

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at Maturity
100%

at Maturity:
100%
Interest Rate:
2.500% per annum

Base Rate:
LIBOR

(calculated on a 30/360 day

Spread (Plus or Minus):
Plus 1.40%

count basis)

Index Maturity:
Three months
Interest Payment Period:
Semi-annual

Index Currency:
U.S. dollars
(continued on the next page)


(continued on the next page)


The notes are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other
governmental agency or instrumentality, nor are they obligations of, or guaranteed by, a bank.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined
if this pricing supplement or the accompanying prospectus supplement or prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.

MORGAN STANLEY

MUFG

Fixed Rate Notes Due 2021 (continued)

Floating Rate Notes Due 2021 (continued)
The Base Rate plus 1.40% (to
Interest Payment Dates:
Each April 21 and October

Initial Interest Rate:
be

21, commencing October 21,

determined by the Calculation

2016


Agent on the second London
Business Day:
New York


banking day prior to the
Business Day Convention:
Following unadjusted


Original Issue Date)
Minimum Denominations:
$1,000 and integral multiples
Interest Payment Period:
Quarterly
Each January 21, April 21,

of $1,000 in excess thereof

Interest Payment Dates:
July
21 and October 21,
CUSIP:
61746B EA0


commencing
ISIN:
US61746BEA08


July 21, 2016
Other Provisions:
None

Interest Reset Period:
Quarterly



Interest Reset Dates:
Each Interest Payment Date



Interest Determination

The second London banking



Dates:
day
prior to each Interest Reset




Date



Reporting Service:
Reuters (Page LIBOR01)



Business Day:
New York



Calculation Agent:
The Bank of New York Mellon




(as successor to JPMorgan




Chase Bank, N.A. (formerly




known as JPMorgan Chase




Bank))
$1,000 and integral multiples



Minimum Denominations:
of




$1,000 in excess thereof



CUSIP:
61746B EB8



ISIN:
US61746BEB80


Other Provisions:
None

PS-2
Supplemental Information Concerning Plan of Distribution; Conflicts of Interest

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On April 18, 2016, we agreed to sell to the managers listed below, and they severally agreed to purchase, the principal amounts of notes set
forth opposite their respective names below at a net price of 99.314%, plus accrued interest, if any, for the fixed rate notes and at a net price of
99.65%, plus accrued interest, if any, for the floating rate notes, each of which we refer to as the "purchase price" for the respective notes. The
purchase price for the fixed rate notes equals the stated issue price of 99.664%, plus accrued interest, if any, less a combined management and
underwriting commission of 0.35% of the principal amount of the fixed rate notes and the purchase price for the floating rate notes equals the
stated issue price of 100.00%, plus accrued interest, if any, less a combined management and underwriting commission of 0.35% of the principal
amount of the floating rate notes.


Principal
Principal
Amount of
Amount of
Fixed Rate
Floating Rate
Name
Notes Due 2021 Notes Due 2021
Morgan Stanley & Co. LLC
$ 1,800,000,000 $
720,000,000

Mitsubishi UFJ Securities (USA), Inc.

250,000,000
100,000,000

ABN AMRO Securities (USA) LLC

25,000,000
10,000,000

BB&T Capital Markets, a division of BB&T Securities, LLC

25,000,000
10,000,000

Capital One Securities, Inc.

25,000,000
10,000,000

Drexel Hamilton, LLC

25,000,000
10,000,000

HSBC Securities (USA) Inc.

25,000,000
10,000,000

ING Financial Markets LLC

25,000,000
10,000,000

KeyBanc Capital Markets Inc.

25,000,000
10,000,000

nabSecurities, LLC

25,000,000
10,000,000

Samuel A. Ramirez & Company, Inc.

25,000,000
10,000,000

RBS Securities Inc.

25,000,000
10,000,000

Regions Securities LLC

25,000,000
10,000,000

Santander Investment Securities Inc.

25,000,000
10,000,000

Scotia Capital (USA) Inc.

25,000,000
10,000,000

SG Americas Securities LLC

25,000,000
10,000,000

SunTrust Robinson Humphrey, Inc.

25,000,000
10,000,000

TD Securities (USA) LLC

25,000,000
10,000,000

UniCredit Capital Markets LLC

25,000,000
10,000,000

U.S. Bancorp Investments, Inc.

25,000,000
10,000,000
Total
$ 2,500,000,000 $ 1,000,000,000





Morgan Stanley & Co. LLC is our wholly-owned subsidiary. Mitsubishi UFJ Financial Group, Inc., the ultimate parent of Mitsubishi UFJ
Securities (USA), Inc. (one of the managers), holds an approximately 22% interest in Morgan Stanley. This offering will be conducted in
compliance with the requirements of 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. In accordance with Rule 5121 of
FINRA, Morgan Stanley & Co. LLC and Mitsubishi UFJ Securities (USA), Inc. may not make sales in this offering to any discretionary accounts
without the prior written approval of the customer.

In addition to the selling and other restrictions set forth in "Plan of Distribution (Conflicts of Interest)" in the accompanying prospectus
supplement, the following applies with respect to Canada:

PS-3
The notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined
in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as
defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the notes
must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities
laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if
this document (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are
exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The
purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of
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these rights or consult with a legal advisor.

Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section
3A.4) of National Instrument 33-105 Underwriting Conflicts ("NI 33-105"), the managers are not required to comply with the disclosure
requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

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, authenticated by the trustee pursuant to the Senior Debt Indenture (as defined in the accompanying
prospectus) 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 (i) the effect of fraudulent conveyance, fraudulent transfer or similar
provision of applicable law on the conclusions expressed above and (ii) the validity, legally binding effect or enforceability of any provision that
permits holders to collect any portion of the stated principal amount upon acceleration of the notes to the extent determined to constitute unearned
interest. This opinion is given as of the date hereof and is limited to 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 February 16, 2016, which is Exhibit 5-a to Post-Effective Amendment No. 1
to the Registration Statement on Form S-3 filed by Morgan Stanley on February 16, 2016.

PS-4

TABLE OF CONTENTS


Page

Page




Prospectus Supplement

Prospectus

Summary
S-3
Summary
1
Description of Notes
S-6
Risk Factors
7
Description of Units
S-14
Where You Can Find More Information
11
Description of Warrants
S-16
Consolidated Ratios of Earnings to Fixed Charges and
Series F Notes, Series F Units and Series F
Earnings to Fixed Charges and Preferred Stock
Warrants Offered on a Global Basis
S-18
Dividends
13
United States Federal Taxation
S-18
Morgan Stanley
14
Plan of Distribution (Conflicts of Interest)
S-36
Morgan Stanley Finance LLC
14
Legal Matters
S-41
Use of Proceeds
15
Description of Debt Securities
15
Description of Units
43
Description of Warrants
52
Description of Purchase Contracts
56
Description of Capital Stock
58
Forms of Securities
69
Securities Offered on a Global Basis

Through the Depositary
71
United States Federal Taxation
75
Plan of Distribution (Conflicts of Interest)
81
Legal Matters
83
Experts
83
Benefit Plan Investor Considerations
83



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Document Outline