Bond Morgan Stanleigh 7% ( US617482RH91 ) in USD

Morgan Stanleigh

101.606 % ▲

United States

US617482RH91 ( in USD )

7% per year ( payment 2 times a year)

27/02/2026

Prospectus brochure of the bond Morgan Stanley US617482RH91 en USD 7%, maturity 27/02/2026

1 000 USD

4 500 000 USD

617482RH9

N/A

27/08/2025 ( In 52 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 US617482RH91, pays a coupon of 7% per year.
The coupons are paid 2 times per year and the Bond maturity is 27/02/2026

The Bond issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US617482RH91, was rated NR by Moody's credit rating agency.

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424B2 1 dp21397_424b2-ps678.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
$4,500,000
$522.45
2026

PROSPECTUS dated December 23, 2008
Pricing Supplement No. 678 to
PROSPECTUS SUPPLEMENT dated December 23, 2008
Registration Statement No. 333-156423
Dated February 23, 2011
Rule 424(b)(2)

$4,500,000

GLOBAL MEDIUM-TERM NOTES, SERIES F
Senior Notes
Non-Callable Contingent Coupon Notes
Based on the Performance of the S&P 500® Index due February 27, 2026
Unlike ordinary debt securities, the Non-Callable Contingent Coupon Notes Based on the Performance of the S&P 500® Index due February 27, 2026,
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 1,000, 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
February 28, 2013, the notes will pay a monthly coupon of 7.00% per annum.
·
From the third year following the issuance of the notes until maturity, the notes will pay a contingent monthly coupon of 7.00% 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 1,000.
·
The interest payment dates are the 28th day of each month, beginning March 28, 2011.
·
The observation dates are the fourth business day preceding each interest payment date, beginning with the March 28, 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
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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.
·
The CUSIP number for the notes is 617482RH9 and the ISIN for the notes is US617482RH91.
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
$4,500,000
$157,500
$4,342,500
(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

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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

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(d) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

PS-2
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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 1,000, 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 Standard and Poor's Financial Services
LLC, an affiliate 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 February 27, 2026, 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

Unlike ordinary debt securities, the notes only provide for the regular payment of interest of 7.00% per annum
regular interest payments
during the two-year period following the original issue date.
only during the first and
second years following their
issuance

From the third year

After the second year and until maturity, the notes will pay a contingent monthly coupon but only if the index
following the issuance, the
closing value of the S&P 500® Index is at or above the barrier level on the related observation date. If, on any
notes will pay a contingent
monthly observation date from the third year following the issuance of the notes until maturity, which will be from
coupon based on the level of
and including February 28, 2013 to but excluding the maturity date, the index closing value of the underlying index
the S&P 500® Index
is at or above the barrier level, we will pay a coupon of 7.00% 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.
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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

PS-3
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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.

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 1,000.

The interest payment dates are the 28th day of each month, beginning March 28, 2011. The observation dates are
the fourth business day preceding each interest payment date, beginning with the March 28, 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

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

Please review the historical performance of the underlying index for the period from January 1, 2006 through
February 23, 2011 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 as
Incorporated will be the
calculation agent for The Bank of New York Mellon, a New York banking corporation (as successor trustee to
calculation agent
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 in
Incorporated will be the
compliance with the requirements of FINRA Rule 5121 of the Financial Industry Regulatory Authority, Inc., which
agent; conflicts of interest
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.

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The notes will be treated as
The notes will be treated as "contingent payment debt instruments" for U.S. federal income tax purposes, as
contingent payment debt
described in the section of this pricing supplement called "Description of Notes -- United States Federal Income
instruments for U.S. federal
Taxation." Under this treatment, if you are a U.S. taxable investor, you generally will be subject to annual income
income tax
tax based on the comparable yield (as set forth in this pricing supplement) of

PS-4
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purposes

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, 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 find a
information on the notes
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
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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

The terms of the notes differ from those of ordinary debt securities in that they only provide for the regular
regular interest payments
payment of interest during the two-year period following the original issue date. After the second year and until
only during the first and
maturity, the notes will pay a contingent monthly coupon but only if the index closing value of the S&P 500®
second years following their
Index is at or above 1,000, which we refer to as the barrier level, on the related observation date. If, on the other
issuance
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

Whether the contingent coupon will be paid on any interest payment date will be determined at the end of the
based only on the value of
relevant interest period based on the closing value of the underlying index on the relevant monthly observation
the underlying index on the
date. As a result, you will not know whether you will receive the contingent coupon on any interest payment date
related monthly observation
until near the end of the relevant interest period. Moreover, because the contingent coupon is based solely on the
date at the end of the
value of the underlying index on monthly observation dates, if the closing value of the underlying index on any
related interest period
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

Several factors, many of which are beyond our control, will influence the value of the notes in the secondary
influenced by many
market and the price at which MS & Co. may be willing to purchase or sell the notes in the secondary market. We
unpredictable factors
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,

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