Bond Morgan Stanleigh 8% ( US617482PU21 ) in USD

Morgan Stanleigh

100 % ▼

United States

US617482PU21 ( in USD )

8% per year ( payment 2 times a year)

22/12/2025

Prospectus brochure of the bond Morgan Stanley US617482PU21 en USD 8%, maturity 22/12/2025

1 000 USD

17 521 000 USD

617482PU2

22/12/2025 ( In 169 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 US617482PU21, pays a coupon of 8% per year.
The coupons are paid 2 times per year and the Bond maturity is 22/12/2025

The Bond issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US617482PU21, was rated NR by Moody's credit rating agency.

The Bond issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US617482PU21, was rated NR by Standard & Poor's ( S&P ) credit rating agency.

Page 1 of 41
424B2 1 dp20441_424b2-ps604.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of Registration
Title of Each Class of Securities Offered
Offering Price
Fee
Non-Callable Contingent Coupon Notes due
2025 $17,521,000
$1,249.25
PROSPECTUS dated December 23, 2008
Pricing Supplement No. 604 to
PROSPECTUS SUPPLEMENT dated December 23, 2008
Registration Statement No. 333-156423

Dated December 17, 2010

Rule 424(b)(2)
$17,521,000

GLOBAL MEDIUM-TERM NOTES, SERIES F
Senior Notes
Non-Callable Contingent Coupon Notes
Based on the Performance of the S&P 500® Index due December 22, 2025
Unlike ordinary debt securities, the Non-Callable Contingent Coupon Notes Based on the Performance of the S&P 500® Index due December 22, 2025,
which we refer to as the notes, only provide for the regular payment of interest for the first two years following the issuance of the notes. After the second
year and until maturity, the notes will pay a contingent monthly coupon but only if the index closing value of the S&P 500® Index, which we refer to as the
underlying index, is at or above 925, which we refer to as the barrier level, on the related observation date (as specified below). If the index closing value
is less than the barrier level on any observation date, we will pay no interest for the related interest period. It is possible that the index closing value
could remain below the barrier level for extended periods of time or even throughout the period from the third year following the original issue date until
maturity so that you will receive no contingent monthly coupons. At maturity, the payment due under the notes will be the stated principal amount for each
note you hold and accrued and unpaid interest, if any. The notes are senior unsecured obligations of Morgan Stanley and all payments on the notes,
including the repayment of principal, are subject to the credit risk of Morgan Stanley.
· The principal amount and original issue price of each note is $1,000.
· During the first and second years following the issuance of the notes, which will be from and including the original issue date to but excluding
December 22, 2012, the notes will pay a monthly coupon of 8.00% per annum.
· From the third year following the issuance of the notes until maturity, the notes will pay a contingent monthly coupon of 8.00% per annum but only if
the index closing value of the S&P 500® Index on the related observation date is at or above the barrier level.
If, on any observation date, the index closing value is less than the barrier level, we will pay no coupon for the applicable interest period.
· The barrier level is 925.
· The interest payment dates are the 22nd day of each month, beginning January 22, 2011.
· The observation dates are the third business day preceding each interest payment date, beginning with the January 22, 2013 interest payment date.
· The maturity date and each interest payment date may be postponed as a result of the postponement of the related observation date due to non-index
business days or certain market disruption events. No adjustment will be made to any interest payment made on that postponed date.
· The notes will not be listed on any securities exchange.
http://www.sec.gov/Archives/edgar/data/895421/000095010310003802/dp20441_424b2-ps604.htm
12/22/2010

Page 2 of 41
· The CUSIP number for the notes is 617482PU2 and the ISIN for the notes is US617482PU21.
You should read the more detailed description of the notes in this pricing supplement. In particular, you should review and understand the descriptions in
"Summary of Pricing Supplement" and "Description of Notes."
The notes are riskier than ordinary debt securities. See "Risk Factors" beginning on PS-6.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this
pricing supplement is truthful or complete. Any representation to the contrary is a criminal offense.
PRICE $1,000 PER NOTE

Price to Public
Agent's Commissions(1)
Proceeds to Issuer
Per note
$1,000
$35
$965
Total
$17,521,000
$613,235
$16,907,765
(1) Selected dealers, including Morgan Stanley Smith Barney LLC (an affiliate of the Agent), and their financial advisors will collectively receive from the Agent, Morgan Stanley & Co.
Incorporated, a fixed sales commission of $35 for each note they sell. See "Description of Notes--Supplemental Information Concerning Plan of Distribution; Conflicts of Interest" in this
pricing supplement. For additional information, see "Plan of Distribution" in the accompanying prospectus supplement.
The agent for this offering, Morgan Stanley & Co. Incorporated, is our wholly owned subsidiary. See "Description of Notes--Supplemental
Information Concerning Plan of Distribution; Conflicts of Interest" in this pricing supplement.
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.

MORGAN STANLEY

http://www.sec.gov/Archives/edgar/data/895421/000095010310003802/dp20441_424b2-ps604.htm
12/22/2010

Page 3 of 41

For a description of certain restrictions on offers, sales and deliveries of the notes and on the distribution of this pricing supplement and the
accompanying prospectus supplement and prospectus relating to the notes, see the section of this pricing supplement called "Description of
Notes--Supplemental Information Concerning Plan of Distribution; Conflicts of Interest."

No action has been or will be taken by us, the Agent or any dealer that would permit a public offering of the notes or possession or
distribution of this pricing supplement or the accompanying prospectus supplement or prospectus in any jurisdiction, other than the United
States, where action for that purpose is required. Neither this pricing supplement nor the accompanying prospectus supplement and prospectus
may be used for the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any
person to whom it is unlawful to make such an offer or solicitation.

The notes have not been and will not be registered with the Comissão de Valores Mobiliários (The Brazilian Securities Commission). The
notes may not be offered or sold in the Federative Republic of Brazil except in circumstances which do not constitute a public offering or
distribution under Brazilian laws and regulations.

The notes have not been registered with the Superintendencia de Valores y Seguros in Chile and may not be offered or sold publicly in
Chile. No offer, sales or deliveries of the notes or distribution of this pricing supplement or the accompanying prospectus supplement or
prospectus, may be made in or from Chile except in circumstances which will result in compliance with any applicable Chilean laws and
regulations.

No action has been taken to permit an offering of the notes to the public in Hong Kong as the notes have not been authorized by the Securities
and Futures Commission of Hong Kong and, accordingly, no advertisement, invitation or document relating to the notes, whether in Hong Kong
or elsewhere, shall be issued, circulated or distributed which is directed at, or the contents of which are likely to be accessed or read by, the public
in Hong Kong other than (i) with respect to the notes which are or are intended to be disposed of only to persons outside Hong Kong or only to
professional investors within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong ("SFO") and any rules made
thereunder or (ii) in circumstances that do not constitute an invitation to the public for the purposes of the SFO.

The notes have not been registered with the National Registry of Securities maintained by the Mexican National Banking and Securities
Commission and may not be offered or sold publicly in Mexico. This pricing supplement and the accompanying prospectus supplement and
prospectus may not be publicly distributed in Mexico.

The agent and each dealer represent and agree that they will not offer or sell the notes nor make the notes the subject of an invitation for
subscription or purchase, nor will they circulate or distribute this pricing supplement or the accompanying prospectus supplement or prospectus
or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the notes, whether directly or
indirectly, to persons in Singapore other than:

(a) an institutional investor (as defined in section 4A of the Securities and Futures Act (Chapter 289 of Singapore (the "SFA"));

(b) an accredited investor (as defined in section 4A of the SFA), and in accordance with the conditions, specified in Section 275 of the SFA;

(c) a person who acquires the notes for an aggregate consideration of not less than Singapore dollars Two Hundred Thousand (S$200,000)
(or its equivalent in a foreign currency) for each transaction, whether such amount is paid for in cash, by exchange of shares or other assets,
unless otherwise permitted by law; or

(d) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
http://www.sec.gov/Archives/edgar/data/895421/000095010310003802/dp20441_424b2-ps604.htm
12/22/2010

Page 4 of 41

PS-2
http://www.sec.gov/Archives/edgar/data/895421/000095010310003802/dp20441_424b2-ps604.htm
12/22/2010

Page 5 of 41

SUMMARY OF PRICING SUPPLEMENT

The following summary describes the notes in general terms only. You should read the summary together with the more detailed information that is
contained in the rest of this pricing supplement and in the accompanying prospectus and prospectus supplement. You should carefully consider, among
other things, the matters set forth in "Risk Factors."

The notes are medium-term debt securities of Morgan Stanley. The notes only provide for the regular payment of interest during the two-year period
following the original issue date. After the second year and until maturity, the notes will pay a contingent monthly coupon but only if the index closing
value of the S&P 500® Index is at or above 925, which we refer to as the barrier level, on the related observation date. The notes have been designed for
investors who are willing to forgo market floating interest rates and accept the risk of no interest payments after the second year in exchange for an
opportunity to earn interest at a potentially above-market rate if the S&P 500® Index closes at or above the barrier level on each monthly observation
date. All payments on the notes, including the repayment of principal, are subject to the credit risk of Morgan Stanley.

"Standard & Poor's®", "S&P®", "S&P 500®", "Standard & Poor's 500" and "500" are trademarks of The McGraw-Hill Companies, Inc. and have
been licensed for use by Morgan Stanley.
Each note costs $1,000

We, Morgan Stanley, are offering the Non-Callable Contingent Coupon Notes Based on the Performance of
the S&P 500® Index due December 22, 2025, which we refer to as the notes. The principal amount and
original issue price of each note is $1,000.

The original 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 Morgan Stanley & Co. Incorporated, which we
refer to as 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 original 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" and "Description of Notes--
Use of Proceeds and Hedging."

The notes provide for regular

Unlike ordinary debt securities, the notes only provide for the regular payment of interest of 8.00% per
interest payments only during the
annum during the two-year period following the original issue date.
first and second years following
their issuance

From the third year following the
After the second year and until maturity, the notes will pay a contingent monthly coupon but only if the
issuance, the notes will pay a
index closing value of the S&P 500® Index is at or above the barrier level on the related observation
contingent coupon based on the
date. If, on any monthly observation date from the third year following the issuance of the notes until
level of the S&P 500® Index
maturity, which will be from and including December 22, 2012 to but excluding the maturity date, the index
closing value of the underlying index is at or above the barrier level, we will pay a coupon of 8.00% per
annum (computed on the basis of a year of 360 days and twelve 30-day months) on the applicable interest
payment date for the applicable interest period.

http://www.sec.gov/Archives/edgar/data/895421/000095010310003802/dp20441_424b2-ps604.htm
12/22/2010

Page 6 of 41

If, however, the index closing value of the underlying index is lower than the barrier level on any
monthly observation date, we will pay no coupon for the applicable interest period. It is possible that
the index closing value could remain below the barrier level for extended periods of time or even
throughout

PS-3
http://www.sec.gov/Archives/edgar/data/895421/000095010310003802/dp20441_424b2-ps604.htm
12/22/2010

Page 7 of 41

the period from the third year following the original issue date until maturity so that you will receive
no contingent monthly coupons.

We refer to the coupon on the notes as contingent, because there is no guarantee that you will receive a
coupon payment on any interest payment date. Even if the underlying index were to be at or above the
barrier level on some monthly observation dates, it may fluctuate below the barrier level on others.

The barrier level is 925.

The interest payment dates are the 22nd day of each month, beginning January 22, 2011. The observation
dates are the third business day preceding each interest payment date, beginning with the January 22, 2013
interest payment date, subject to postponement for non-index business days and certain market disruption
events.
Each interest period will be the monthly period from and including the original issue date (in the case of the
first interest period) or the previous scheduled interest payment date, as applicable, to but excluding the
following scheduled interest payment date, with no adjustment for any postponement thereof.
The maturity date and each interest payment date may be postponed as a result of the postponement of the
related observation date due to non-index business days or certain market disruption events. No adjustment
will be made to any interest payment made on that postponed date.

100% of the principal amount due
At maturity, the payment due under the notes will be the stated principal amount per note plus accrued and
at maturity
unpaid interest, if any, subject to issuer credit risk.

Please review the historical performance of the underlying index for the period from January 1, 2005
through December 17, 2010 in this pricing supplement under "Description of Notes--Historical
Information." You cannot predict the future performance of the underlying index based on its historical
performance.

Morgan Stanley & Co.

We have appointed our affiliate, Morgan Stanley & Co. Incorporated, which we refer to as MS & Co., to act
Incorporated will be the calculation
as calculation agent for The Bank of New York Mellon, a New York banking corporation (as successor
agent
trustee to JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank)), the trustee for our
senior notes. As calculation agent, MS & Co. will determine the payment that you will receive on each
interest payment date and at maturity.

Morgan Stanley & Co.

The agent for the offering of the notes, MS & Co., our wholly-owned subsidiary, will conduct this offering
Incorporated will be the agent;
in compliance with the requirements of NASD Rule 2720 of the Financial Industry Regulatory Authority,
conflicts of interest
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. See "Description of Notes--Supplemental
Information Concerning Plan of Distribution; Conflicts of Interest" on PS-21.

The notes will be treated as

The notes will be treated as "contingent payment debt instruments" for U.S. federal income tax purposes, as
http://www.sec.gov/Archives/edgar/data/895421/000095010310003802/dp20441_424b2-ps604.htm
12/22/2010

Page 8 of 41
contingent payment debt
described in the section of this pricing supplement called "Description of Notes -- United States Federal
instruments for U.S. federal income
Income Taxation." Under this treatment, if you are a U.S. taxable investor, you generally will be subject to
tax purposes
annual income tax based on the comparable yield (as set forth in this pricing supplement) of the notes,
adjusted upward or downward to reflect the difference, if any, between the actual and projected amount of
any contingent payments on the notes. In addition,

PS-4
http://www.sec.gov/Archives/edgar/data/895421/000095010310003802/dp20441_424b2-ps604.htm
12/22/2010

Page 9 of 41

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. Please read the section of this pricing supplement called "Description of
Notes -- United States Federal Income Taxation" and the sections called "United States Federal Taxation
-- Tax Consequences to U.S. Holders -- Notes -- Optionally Exchangeable Notes," "United States Federal
Taxation -- Tax Consequences to U.S. Holders -- Backup Withholding and Information Reporting" and
"United States Federal Taxation -- Tax Consequences to U.S. Holders -- Disclosure Requirements" in the
accompanying prospectus supplement.
If you are a non-U.S. investor, please read the section of this pricing supplement called "Description of
Notes -- United States Federal Income Taxation -- Tax Consequences to Non-U.S. Holders."

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.
Where you can find more

The notes are unsecured senior notes issued as part of our Series F medium-term note program. You can
information on the notes
find a general description of our Series F medium-term note program in the accompanying prospectus
supplement dated December 23, 2008 and in the prospectus dated December 23, 2008. We describe the
basic features of this type of note in the sections of the prospectus supplement called "Description of
Notes--Notes Linked to Commodity Prices, Single Securities, Baskets of Securities or Indices" and in the
section of the prospectus called "Description of Debt Securities--Fixed Rate Debt Securities."

Because this is a summary, it does not contain all the information that may be important to you. For
a detailed description of the terms of the notes, you should read the "Description of Notes" section in
this pricing supplement. You should also read about some of the risks involved in investing in the
notes in the section called "Risk Factors." The tax treatment of investments in equity-linked notes
such as these differs from that of investments in ordinary debt securities. See the section of this
pricing supplement called "Description of Notes--United States Federal Income Taxation." You
should consult with your investment, legal, tax, accounting and other advisors with regard to any
proposed or actual investment in the notes.

How to reach us

You may contact your local Morgan Stanley Smith Barney branch office or our principal executive offices
at 1585 Broadway, New York, New York 10036 (telephone number (212) 761-4000).

PS-5
http://www.sec.gov/Archives/edgar/data/895421/000095010310003802/dp20441_424b2-ps604.htm
12/22/2010

Page 10 of 41

RISK FACTORS
The notes are not secured debt, are riskier than ordinary debt securities and, unlike ordinary debt securities, the notes only provide for the regular payment
of interest for the first two years following their issuance. After the second year and until maturity, the notes will pay a contingent monthly coupon but
only if the index closing value of the S&P 500® Index is at or above the barrier level on the related observation date. In addition, investing in the notes is
not equivalent to investing in a fixed rate debt security due to the fact that any interest payments after the second year following the issuance are
contingent on the performance of the S&P 500® Index. This section describes the most significant risks relating to the notes.
The notes provide for regular

The terms of the notes differ from those of ordinary debt securities in that they only provide for the regular
interest payments only during the
payment of interest during the two-year period following the original issue date. After the second year and
first and second years following
until maturity, the notes will pay a contingent monthly coupon but only if the index closing value of the
their issuance
S&P 500® Index is at or above 925, which we refer to as the barrier level, on the related observation
date. If, on the other hand, the index closing value of the underlying index is lower than the barrier
level on the relevant observation date for any interest period, we will pay no coupon on the applicable
interest payment date. It is possible that the index closing value could remain below the barrier level
for extended periods of time or even throughout the period from the third year following the original
issue date until maturity so that you will receive no contingent monthly coupons. If you do not earn
sufficient contingent coupons over the term of the notes, the overall return on the notes may be less than the
amount that would be paid on a conventional debt security of the issuer of comparable maturity.

The contingent coupon is based only
Whether the contingent coupon will be paid on any interest payment date will be determined at the end of
on the value of the underlying index
the relevant interest period based on the closing value of the underlying index on the relevant monthly
on the related monthly observation
observation date. As a result, you will not know whether you will receive the contingent coupon on any
date at the end of the related
interest payment date until near the end of the relevant interest period. Moreover, because the contingent
interest period
coupon is based solely on the value of the underlying index on monthly observation dates, if the closing
value of the underlying index on any observation date is below the barrier level, you will receive no coupon
for the related interest period even if the level of the underlying index was at or above the barrier level on
other days during that interest period.

Market price will be influenced by
Several factors, many of which are beyond our control, will influence the value of the notes in the secondary
many unpredictable factors
market and the price at which MS & Co. may be willing to purchase or sell the notes in the secondary
market. We expect that generally the level of interest rates available in the market and the value of the S&P
500® Index on any day will affect the value of the notes more than any other factors. Other factors that may
influence the value of the notes include:

· the volatility (frequency and magnitude of changes in value) of the S&P 500® Index,

· whether the index closing value of the S&P 500® Index has been below the barrier level on any
observation date,
· geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the
component stocks of the underlying index or securities markets generally and which may affect the value of
the underlying index,

http://www.sec.gov/Archives/edgar/data/895421/000095010310003802/dp20441_424b2-ps604.htm
12/22/2010