Bond Morgan Stanleigh 1.139% ( US61760QLE25 ) in USD

Issuer Morgan Stanleigh
Market price 100 %  ⇌ 
Country  United States
ISIN code  US61760QLE25 ( in USD )
Interest rate 1.139% per year ( payment 2 times a year)
Maturity 23/05/2025 - Bond has expired



Prospectus brochure of the bond Morgan Stanley US61760QLE25 in USD 1.139%, expired


Minimal amount 1 000 USD
Total amount 1 000 000 USD
Cusip 61760QLE2
Standard & Poor's ( S&P ) rating A- ( Upper medium grade - Investment-grade )
Moody's rating A1 ( 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 US61760QLE25, pays a coupon of 1.139% per year.
The coupons are paid 2 times per year and the Bond maturity is 23/05/2025

The Bond issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US61760QLE25, 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 US61760QLE25, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







424B2 1 dp91197_424b2-ps565.htm FORM 424B2
CALCULATION OF REGISTRATION FEE



Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered

Offering Price

Fee
Floating Rate Notes due 2025

$1,000,000

$124.50

M a y 2 0 1 8
Pricing Supplement No. 565
Registration Statement No. 333-221595
Dated May 18, 2018
Filed pursuant to Rule 424(b)(2)
Floating Rate Notes due 2025
Ba se d on t he 1 0 -Y e a r U .S. Dolla r I CE Sw a p Ra t e
As further described below, interest will accrue and be payable on the notes quarterly, in arrears, at a variable rate per annum equal to the 10-Year U.S.
Dollar ICE Swap Rate plus 0.50%, subject to the minimum interest rate of 0.25% per annum.
All pa ym e nt s a re subje c t t o t he c re dit risk of M orga n St a nle y. I f M orga n St a nle y de fa ult s on it s obliga t ions, you c ould lose
som e or a ll of your inve st m e nt . T he se se c urit ie s a re not se c ure d obliga t ions a nd you w ill not ha ve a ny se c urit y int e re st in, or
ot he rw ise ha ve a ny a c c e ss t o, a ny unde rlying re fe re nc e a sse t or a sse t s.
FI N AL T ERM S
I ssue r:
Morgan Stanley
Aggre ga t e princ ipa l a m ount :
$1,000,000
I ssue pric e :
$1,000 per note
St a t e d princ ipa l a m ount :
$1,000 per note
Pric ing da t e :
May 18, 2018
Origina l issue da t e :
May 23, 2018 (3 business days after the pricing date)
M a t urit y da t e :
May 23, 2025
I nt e re st a c c rua l da t e :
May 23, 2018
Pa ym e nt a t m a t urit y:
The payment at maturity per note will be the stated principal amount plus accrued and unpaid interest, if any
The 10-Year U.S. Dollar ICE Swap Rate (10CMS).

Re fe re nc e ra t e :
Please see "Additional Provisions--Reference Rate" below.

I nt e re st ra t e :
For each interest payment period:

Reference rate plus 0.50%; subject to the minimum 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) U.S. government securities business days prior to the
related interest reset date at the start of such interest payment period (each, an "interest determination
date").

Interest for each interest payment period is subject to the minimum interest rate of 0.25% per annum.
I nt e re st pa ym e nt pe riod:
Quarterly
I nt e re st pa ym e nt pe riod e nd da t e s:
Unadjusted
I nt e re st pa ym e nt da t e s:
Each February 23, May 23, August 23 and November 23, beginning August 23, 2018; 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.
I nt e re st re se t da t e s:
Each February 23, May 23, August 23 and November 23, beginning May 23, 2020; provided that, such
interest reset dates shall not be adjusted for non-business days.
Da y-c ount c onve nt ion:
30/360
M inim um int e re st ra t e :
0.25% per annum
M a x im um int e re st ra t e :
Not applicable
Re de m pt ion:
Not applicable
Spe c ifie d c urre nc y:
U.S. dollars
CU SI P / I SI N :
61760QLE2 / US61760QLE25
Book -e nt ry or c e rt ific a t e d not e :
Book-entry
Busine ss da y:
New York
Age nt :
Morgan Stanley & Co. LLC ("MS & Co."), a wholly owned subsidiary of Morgan Stanley. See "Supplemental
Information Concerning Plan of Distribution; Conflicts of Interest."
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Ca lc ula t ion a ge nt :
Morgan Stanley Capital Services LLC
T rust e e :
The Bank of New York Mellon
Est im a t e d va lue on t he pric ing
$987.40 per note. See "The Notes" on page 2.
da t e :
Age nt 's c om m issions a nd
Com m issions a nd issue pric e :
Pric e t o public
fe e s
Proc e e ds t o issue r(3)
Pe r not e
$1,000
$9.00(1)



$2.50(2)
$988.50
T ot a l
$1,000,000
$11,500
$988,500
(1) Selected dealers, including Morgan Stanley Wealth Management (an affiliate of the agent), and their financial advisors will collectively receive from the
agent, MS & Co., a fixed sales commission of $9.00 for each note they sell. See "Supplemental Information Concerning Plan of Distribution; Conflicts of
Interest." For additional information, see "Plan of Distribution (Conflicts of Interest)" in the accompanying prospectus supplement.
(2) Reflects a structuring fee payable to Morgan Stanley Wealth Management by the agent or its affiliates of $2.50 for each note.
(3) See "Use of Proceeds and Hedging" on page 6.

T he not e s involve risk s not a ssoc ia t e d w it h a n inve st m e nt in ordina ry de bt se c urit ie s. Se e "Risk Fa c t ors"
be ginning on pa ge 4 .

T he Se c urit ie s a nd Ex c ha nge Com m ission a nd st a t e se c urit ie s re gula t ors ha ve not a pprove d or disa pprove d t he se se c urit ie s,
or de t e rm ine d if t his pric ing supple m e nt or t he a c c om pa nying prospe c t us supple m e nt a nd prospe c t us is t rut hful or c om ple t e .
Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .

Y ou should re a d t his doc um e nt t oge t he r w it h t he re la t e d prospe c t us supple m e nt a nd prospe c t us,
e a c h of w hic h c a n be a c c e sse d via t he hype rlink s be low .

Prospe c t us Supple m e nt da t e d N ove m be r 1 6 , 2 0 1 7 Prospe c t us da t e d N ove m be r 1 6 , 2 0 1 7

T he not e s a re not de posit s or sa vings a c c ount s a nd a re not insure d by t he Fe de ra l De posit I nsura nc e Corpora t ion or a ny
ot he r gove rnm e nt a l a ge nc y or inst rum e nt a lit y, nor a re t he y obliga t ions of, or gua ra nt e e d by, a ba nk .



Floating Rate Notes due 2025
Ba se d on t he 1 0 -Y e a r U .S. Dolla r I CE Sw a p Ra t e
The Notes

The notes are debt securities of Morgan Stanley. Interest on the notes will accrue and be payable quarterly, in arrears, at a
variable rate per annum equal to 10CMS plus 0.50%, subject to the minimum interest rate of 0.25% 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. This price includes costs associated with issuing, selling,
structuring and hedging the notes, which are borne by you, and, consequently, the estimated value of the notes on the pricing date
is less than the issue price. We estimate that the value of each note on the pricing date is $987.40.

What goes into the estimated value on the pricing date?

In valuing the notes on the pricing date, we take into account that the notes comprise both a debt component and a performance-
based component linked to 10CMS. The estimated value of the notes is determined using our own pricing and valuation models,
market inputs and assumptions relating to 10CMS, instruments based on 10CMS, volatility and other factors including current and
expected interest rates, as well as an interest rate related to our secondary market credit spread, which is the implied interest rate
at which our conventional fixed rate debt trades in the secondary market.

What determines the economic terms of the notes?

In determining the economic terms of the notes, including the interest rate and the minimum interest rate applicable to each interest
payment period, we use an internal funding rate, which is likely to be lower than our secondary market credit spreads and therefore
advantageous to us. If the issuing, selling, structuring and hedging costs borne by you were lower or if the internal funding rate
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were higher, one or more of the economic terms of the securities would be more favorable to you.

What is the relationship between the estimated value on the pricing date and the secondary market price of the notes?

The price at which MS & Co. purchases the notes in the secondary market, absent changes in market conditions, including those
related to interest rates and 10CMS, may vary from, and be lower than, the estimated value on the pricing date, because the
secondary market price takes into account our secondary market credit spread as well as the bid-offer spread that MS & Co. would
charge in a secondary market transaction of this type, the costs of unwinding the related hedging transactions and other factors.

MS & Co. may, but is not obligated to, make a market in the notes and, if it once chooses to make a market, may cease doing so
at any time.

Additional Provisions

Re fe re nc e Ra t e

"CMS rate" 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 10 years and an index currency of U.S. dollars. 10CMS rate is one of the
market-accepted indicators of medium to longer-term interest rates.

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Floating Rate Notes due 2025
Ba se d on t he 1 0 -Y e a r U .S. Dolla r I CE Sw a p Ra t e
Historical Information

The following graph sets forth the historical percentage levels of the reference rate for the period from January 1, 2008 to May 18,
2018. The historical levels of the reference rate do not reflect the 0.50% spread that will apply to the interest that will accrue 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.


* T he re d line in t he gra ph a bove re pre se nt s t he m inim um int e re st ra t e of 0 .2 5 % pe r a nnum a pplic a ble t o
e a c h int e re st pa ym e nt pe riod during t he t e rm of t he not e s.
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Floating Rate Notes due 2025
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Ba se d on t he 1 0 -Y e a r U .S. Dolla r I CE Sw a p Ra t e

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
prospectus. Investors should consult their financial and legal advisers as to the risks entailed by an investment in the notes and the
suitability of the notes in light of their particular circumstances.

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. There can be no assurance that the reference rate will be positive.

Investors are subject to our credit risk, and any actual or anticipated changes to our credit ratings or
c re dit spre a ds m a y a dve rse ly a ffe c t t he m a rk e t va lue of t he not e s. 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.

The price at w hich the notes may be sold prior to maturity w ill depend on a number of factors and may
be subst a nt ia lly le ss t ha n t he a m ount for w hic h t he y w e re origina lly purc ha se d. Some of these factors
include, but are not limited to: (i) actual or anticipated changes in the level of the reference rate, (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. Generally, the longer the time remaining to maturity and the more tailored the
exposure, the more the market price of the notes will be affected by the other factors described in the preceding sentence.
This can lead to significant adverse changes in the market price of securities like the notes. 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 are able to sell your notes prior to maturity.

The rate w e are w illing to pay for securities of this type, maturity and issuance size is likely to be low er
t ha n t he ra t e im plie d by our se c onda ry m a rk e t c re dit spre a ds a nd a dva nt a ge ous t o us. Bot h t he low e r
ra t e a nd t he inc lusion of c ost s a ssoc ia t e d w it h issuing, se lling, st ruc t uring a nd he dging t he not e s in t he
origina l issue pric e re duc e t he e c onom ic t e rm s of t he not e s, c a use t he e st im a t e d va lue of t he not e s t o
be le ss t ha n t he origina l issue pric e a nd w ill a dve rse ly a ffe c t se c onda ry m a rk e t pric e s. Assuming no
change in market conditions or any other relevant factors, the prices, if any, at which dealers, including MS & Co., are willing to
purchase the notes in secondary market transactions will likely be significantly lower than the original issue price, because
secondary market prices will exclude the issuing, selling, structuring and hedging-related costs that are included in the original
issue price and borne by you and because the secondary market prices will reflect our secondary market credit spreads and
the bid-offer spread that any dealer would charge in a secondary market transaction of this type, the costs of unwinding the
related hedging transactions as well as other factors.

The inclusion of the costs of issuing, selling, structuring and hedging the notes in the original issue price and the lower rate we
are willing to pay as issuer make the economic terms of the notes less favorable to you than they otherwise would be.

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Floating Rate Notes due 2025
Ba se d on t he 1 0 -Y e a r U .S. Dolla r I CE Sw a p Ra t e
The estimated value of the notes is determined by reference to our pricing and valuation models, w hich
m a y diffe r from t hose of ot he r de a le rs a nd is not a m a x im um or m inim um se c onda ry m a rk e t pric e . These
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pricing and valuation models are proprietary and rely in part on subjective views of certain market inputs and certain
assumptions about future events, which may prove to be incorrect. As a result, because there is no market-standard way to
value these types of securities, our models may yield a higher estimated value of the notes than those generated by others,
including other dealers in the market, if they attempted to value the notes. In addition, the estimated value on the pricing date
does not represent a minimum or maximum price at which dealers, including MS & Co., would be willing to purchase your
notes in the secondary market (if any exists) at any time. The value of your notes at any time after the date of this pricing
supplement will vary based on many factors that cannot be predicted with accuracy, including our creditworthiness and
changes in market conditions.

The notes w ill 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 and, if it once chooses to make a market, may cease doing so at any
time. When it does make a market, it will generally do so for transactions of routine secondary market size at prices based on
its estimate of the current value of the notes, taking into account its bid/offer spread, our credit spreads, market volatility, the
notional size of the proposed sale, the cost of unwinding any related hedging positions, the time remaining to maturity and the
likelihood that it will be able to resell 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. Since other broker-dealers may not 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 to cease making 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.

Morgan Stanley & Co. LLC, w hich is a subsidiary of the issuer, has determined the estimated value on
t he pric ing da t e . MS & Co. has determined the estimated value of the notes on the pricing date.

The issuer, its subsidiaries or affiliates may publish research that could affect the market value of the
not e s. T he y a lso e x pe c t t o he dge t he issue r's obliga t ions unde r t he not e s. 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, w hich is a subsidiary of the issuer, w ill make determinations w ith respect to the
not e s. Any of these determinations made by the calculation agent may adversely affect the payout to investors. Moreover,
certain determinations made by the calculation agent may require it to exercise discretion and make subjective judgments, such
as with respect to the reference rate. These potentially subjective determinations may adversely affect the payout to you on the
notes. For further information regarding these types of determinations, see "Description of Debt Securities?Base Rates--CMS
Rate Debt Securities" and related definitions in the accompanying prospectus.

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Ba se d on t he 1 0 -Y e a r U .S. Dolla r I CE Sw a p Ra t e
Use of Proceeds and Hedging

The proceeds we receive from the sale of the notes will be used for general corporate purposes. We will receive, in aggregate,
$1,000 per note issued, because, when we enter into hedging transactions in order to meet our obligations under the notes, our
hedging counterparty will reimburse the cost of the Agent's commissions. The costs of the notes borne by you and described on
page 2 above comprise the Agent's commissions and the cost of issuing, structuring and hedging the notes.

Supplemental Information Concerning Plan of Distribution; Conflicts of Interest

The agent may distribute the notes through Morgan Stanley Smith Barney LLC ("Morgan Stanley Wealth Management"), as
selected dealer, or other dealers, which may include Morgan Stanley & Co. International plc ("MSIP") and Bank Morgan Stanley
AG. Morgan Stanley Wealth Management, MSIP and Bank Morgan Stanley AG are affiliates of Morgan Stanley. Selected dealers,
including Morgan Stanley Wealth Management, and their financial advisors will collectively receive from the agent, Morgan Stanley
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& Co. LLC, a fixed sales commission of $9.00 for each note they sell. In addition, Morgan Stanley Wealth Management will receive
a structuring fee of $2.50 for each note.

MS & Co. is our wholly owned subsidiary and it and other subsidiaries of ours expect to make a profit by selling, structuring and,
when applicable, hedging the notes.

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.

Acceleration Amount in Case of an Event of Default

In case an event of default with respect to the notes shall have occurred and be continuing, the amount declared due and payable
per note upon any acceleration of the notes shall be an amount in cash equal to the stated principal amount plus accrued and
unpaid interest.

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
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 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 November 16, 2017, which is Exhibit 5-a to the
Registration Statement on Form S-3 filed by Morgan Stanley on November 16, 2017.

Contact Information

Morgan Stanley Wealth Management clients may contact their local Morgan Stanley 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.

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Floating Rate Notes due 2025
Ba se d on t he 1 0 -Y e a r U .S. Dolla r I CE Sw a p Ra t e
Tax Considerations

In the opinion of our counsel, Davis Polk & Wardwell LLP, the notes will be treated as "variable rate debt instruments" for U.S.
federal tax purposes.

The notes will be treated as providing for a single qualified floating rate, 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
--General."

If you are a non-U.S. holder, please read the section of the accompanying prospectus supplement called "United States Federal
Taxation--Tax Consequences to Non-U.S. Holders."

Both U.S. and non-U.S. holders should read the section of the accompanying prospectus supplement entitled "United States
Federal Taxation."

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Y ou should c onsult your t a x a dvise r re ga rding a ll a spe c t s of t he U .S. fe de ra l t a x c onse que nc e s of a n
inve st m e nt in t he not e s, a s w e ll a s a ny t a x c onse que nc e s a rising unde r t he la w s of a ny st a t e , loc a l or non -
U .S. t a x ing jurisdic t ion. M ore ove r, ne it he r t his doc um e nt nor t he a c c om pa nying produc t supple m e nt
a ddre sse s t he c onse que nc e s t o t a x pa ye rs subje c t t o spe c ia l t a x a c c ount ing rule s unde r Se c t ion 4 5 1 (b) of
t he I nt e rna l Re ve nue Code of 1 9 8 6 , a s a m e nde d.

T he disc ussion in t he pre c e ding pa ra gra phs unde r "T a x Conside ra t ions," a nd t he disc ussion c ont a ine d in
t he se c t ion e nt it le d "U nit e d St a t e s Fe de ra l T a x a t ion" in t he a c c om pa nying prospe c t us supple m e nt , insofa r
a s t he y purport t o de sc ribe provisions of U .S. fe de ra l inc om e t a x la w s or le ga l c onc lusions w it h re spe c t
t he re t o, c onst it ut e t he full opinion of Da vis Polk & Wa rdw e ll LLP re ga rding t he m a t e ria l U .S. fe de ra l t a x
c onse que nc e s of a n inve st m e nt in t he not e s.

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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:

Prospe c t us Supple m e nt da t e d N ove m be r 1 6 , 2 0 1 7

Prospe c t us da t e d N ove m be r 1 6 , 2 0 1 7

Terms used but not defined 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.

May 2018
Page 8

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Document Outline