Bond Morgan Stanleigh 7% ( US61761JDN63 ) in USD

Morgan Stanleigh

100 % ▼

United States

US61761JDN63 ( in USD )

7% per year ( payment 2 times a year)

15/03/2028

Prospectus brochure of the bond Morgan Stanley US61761JDN63 en USD 7%, maturity 15/03/2028

1 000 USD

2 554 000 USD

61761JDN6

N/A

15/09/2025 ( In 71 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 US61761JDN63, pays a coupon of 7% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/03/2028

The Bond issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US61761JDN63, was rated NR by Moody's credit rating agency.

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424B2 1 dp36969_424b2-ps637.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities
Maximum Aggregate
Amount of Registration

Offered
Offering Price
Fee
Contingent Income Securities due 2028
$2,554,000

$348.36

February 2013
Pricing Supplement No. 637
Registration Statement No. 333-178081
Dated March 12, 2013
Filed pursuant to Rule 424(b)(2)
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Contingent Income Securities due March 15, 2028
Al Payments on the Securities Subject to the Downside Threshold Feature Linked to the Russell 2000® Index
Unlike ordinary debt securities, the Contingent Income Securities due March 15, 2028, All Payments on the Securities Subject to the Downside Threshold
Feature Linked to the Russell 2000® Index, which we refer to as the securities, do not provide for the regular payment of interest or guarantee the return of any
principal at maturity. Instead, the securities offer the opportunity for investors to earn a contingent monthly coupon but only if the index closing value of the
Russell 2000® Index on the applicable monthly determination date is greater than or equal to 50% of the initial index value, which we refer to as the downside
threshold level. If the index closing value is less than the downside threshold level on any determination date, you wil not receive any contingent monthly coupon
for that monthly period. As a result, investors must be wil ing to accept the risk of not receiving any contingent monthly coupon during the entire fifteen-year term
of the securities. At maturity, if the final index value is greater than or equal to the downside threshold level, investors wil receive the stated principal amount of
the securities and the contingent monthly coupon with respect to the final determination date. However, if the final index value is less than the downside threshold
level, investors wil be ful y exposed to the decline in the value of the Russell 2000® Index over the term of the securities, and the payment at maturity will be less
than 50% of the stated principal amount of the securities and could be zero. Accordingly, investors may lose up to their entire initial investment in the
securities. Investors wil not participate in any appreciation of the Russell 2000® Index. These long-dated securities are for investors who seek an opportunity t
earn interest at a potential y above-market rate in exchange for the risk of losing their principal and the risk of receiving no contingent monthly coupon when the
Russell 2000® Index on the related determination date closes below the downside threshold level. The securities are senior unsecured obligations of Morgan
Stanley, issued as part of Morgan Stanley's Series F Global Medium-Term Notes program. Al payments on the securities are subject to the credit risk of
Morgan Stanley.
FINAL TERMS
Issuer:
Morgan Stanley
Underlying index:
Russell 2000® Index
Aggregate principal amount:
$2,554,000
Stated principal amount:
$1,000 per security
Issue price:
$1,000 per security
Pricing date:
March 12, 2013
Original issue date:
March 15, 2013 (3 business days after the pricing date)
Maturity date:
March 15, 2028
Contingent monthly coupon:
· If, on any determination date, the index closing value on such date is greater than or equal to the downside threshold
level, we wil pay a contingent monthly coupon of $5.8333 (corresponding to approximately 7.00% per annum of the
stated principal amount) per security on the related contingent payment date.
The contingent monthly coupon, if any, payable on each contingent payment date is fixed at $5.8333 per stated
principal amount, regardless of the number of actual days in such monthly period.
· If, on any determination date, the index closing value on such date is less than the downside threshold level, no
contingent monthly coupon will be paid with respect to that determination date.
Payment at maturity:
· If the final index value is greater than or equal to the
(i) the stated principal amount plus (ii) the contingent monthly
downside threshold level:
coupon with respect to the final determination date

· If the final index value is less than the downside
(i) the stated principal amount multiplied by (ii) the index
threshold level:
performance factor
Index performance factor:
The final index value divided by the initial index value.
Downside threshold level:
470.13, which is equal to 50% of the initial index value
Initial index value:
940.26, which is the index closing value of the underlying index on the pricing date
Final index value:
The index closing value of the underlying index on the final determination date
Determination dates:
Three business days prior to the related contingent payment date. We also refer to the third scheduled business day prior
to the maturity date as the final determination date. The determination dates are subject to postponement due to
non-index business days or certain market disruption events. See "Postponement of determination dates" below.
Contingent payment dates:
The 15th day of each month, beginning April 15, 2013, subject to postponement due to non-index business days or certain
market disruption events. See "Postponement of contingent payment dates and maturity date" below.
CUSIP / ISIN:
61761JDN6 / US61761JDN63
Listing:
The securities wil not be listed on any securities exchange.
Agent:
Morgan Stanley & Co. LLC ("MS & Co."), a whol y-owned subsidiary of Morgan Stanley. See "Supplemental information
regarding plan of distribution; conflicts of interest."
Commissions and issue price:
Price to public(1)
Agent's commissions(1)(2)
Proceeds to issuer
Per security
$1,000
$35
$965
Total
$2,554,000
$89,390
$2,464,610
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(1) The price to public for investors purchasing the notes in fee-based advisory accounts will be $970 per security.
(2) Selected dealers and their financial advisors will collectively receive from the agent, Morgan Stanley & Co. LLC ("MS & Co."), a fixed sales
commission of $35 for each security they sell; provided that dealers selling to investors purchasing the securities in fee-based advisory accounts will
receive a sales commission of $5 per security. See "Supplemental information regarding plan of distribution; conflicts of interest." For additional
information, see "Plan of Distribution (Conflicts of Interest)" in the accompanying prospectus supplement.

The securities involve risks not associated with an investment in ordinary debt securities. See "Risk Factors" beginning on page 4.
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, index supplement and prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The securities are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor
are they obligations of, or guaranteed by, a bank.
You should read this pricing supplement together with the related prospectus supplement, index supplement and prospectus, each of which can
be accessed via the hyperlinks below. Please also see "Additional Information About the Securities" at the end of this pricing supplement.
Prospectus Supplement dated November 21, 2011
Index Supplement dated November 21, 2011
Prospectus dated November 21, 2011

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Contingent Income Securities due March 15, 2028
Al Payments on the Securities Subject to the Downside Threshold Feature Linked to the Russell 2000® Index

The Contingent Income Securities due March 15, 2028, All Payments on the Securities Subject to the Downside Threshold Feature
Linked to the Russell 2000® Index, which we refer to as the securities, provide an opportunity for investors to earn a contingent monthly
coupon, which is an amount equal to $5.8333 (corresponding to approximately 7.00% per annum of the stated principal amount) per
security but only if the index closing value of the underlying index on the applicable monthly determination date is greater than or equal
to 50% of the initial index value, which we refer to as the downside threshold level. The contingent monthly coupon, if any, will be
payable monthly on the contingent payment date, which is the 15th day of each month, beginning April 15, 2013; provided that if any such
day is not a business day, that contingent monthly coupon will be paid on the next succeeding business day, and no adjustment will be
made to any contingent monthly coupon paid on that succeeding business day. It is possible that the index closing value of the
underlying index could remain below the downside threshold level for extended periods of time or even throughout the entire term of the
securities so that you may receive few or no contingent monthly coupons during the entire fifteen-year term of the securities.

If the final index value is greater than or equal to the downside threshold level, the payment at maturity will be the sum of the stated
principal amount and the contingent monthly coupon with respect to the final determination date. However, if the final index value is less
than the downside threshold level, investors will be fully exposed to the decline in the index over the term of the securities on a 1 to 1
basis, and will receive an amount of cash that is significantly less than the stated principal amount, in proportion to the decline in the
underlying index. Under this scenario, the value of any such payment will be less than 50% of the stated principal amount of the
securities and could be zero. Investors in the securities must be willing to accept the risk of losing their entire principal and also the risk
of not receiving any contingent monthly coupons. In addition, investors will not participate in any appreciation of the underlying index.

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 (212) 761-4000).

The securities do not guarantee any repayment of principal at maturity and offer investors an opportunity to earn a contingent monthly
coupon corresponding to approximately 7.00% per annum of the stated principal amount but only if the index closing value on the
applicable monthly determination date is greater than or equal to 50% of the initial index value, which we refer to as the downside
threshold level. The payment at maturity will vary depending on the final index value, as follows:

Upside Scenario: A
This scenario assumes that the underlying index closes at or above the downside threshold level on some
contingent monthly
or all of the monthly determination dates, including the final determination date. Investors receive the
coupon is paid for some
contingent monthly coupon with respect to each such determination date (including the final determination
or all monthly periods and date) and the stated principal amount at maturity. Investors will not participate in any appreciation in the
you receive your principal value of the underlying index from the initial index value, and the return on the securities will be limited to
back at maturity
the contingent monthly coupons, if any, that are paid on the securities.
Downside Scenario: No This scenario assumes that the underlying index closes below the downside threshold level on all or nearly
contingent monthly
all of the monthly determination dates, including the final determination date. In this scenario, investors do
coupon is paid during the not receive any contingent monthly coupons, or receive contingent monthly coupons for only a limited
term of the securities, or
number of contingent payment dates. At maturity, because the underlying index closes below the downside
the contingent monthly
threshold level on the final determination date, investors do not receive the contingent monthly coupon for
coupon is paid for only a
the last monthly period and receive a payment that is less than 50% of the stated principal amount of the
limited number of monthly securities and could be zero.
periods, and your
payment at maturity is
exposed to the negative
performance of the
underlying index

®

The Russell 2000® Index is an index calculated, published and disseminated by Russell Investments, and measures the composite price
performance of stocks of 2,000 companies (the "Russell 2000 Component Stocks") incorporated in the U.S. and its territories. All 2,000
stocks are traded on a major U.S. exchange and are the 2,000 smallest securities that form the Russell 3000® Index. The Russel 3000®
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Index is composed of the 3,000 largest U.S. companies as determined by market capitalization and represents approximately 98% of the
U.S. equity market. The Russell 2000® Index consists of the smallest 2,000 companies included in the

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Contingent Income Securities due March 15, 2028
Al Payments on the Securities Subject to the Downside Threshold Feature Linked to the Russell 2000® Index

Russell 3000® Index and represents a small portion of the total market capitalization of the Russell 3000® Index. The Russell 2000®
Index is designed to track the performance of the small capitalization segment of the U.S. equity market.

Information as of market close on March 12, 2013:

Bloomberg Ticker Symbol:
RTY
Current Index Value:
940.26
52 Weeks Ago:
814.29
52 Week High (on 3/11/2013): 942.51
52 Week Low (on 6/4/2012):
737.24

For additional information about the Russell 2000® Index, see the information set forth under "Russell 2000® Index" in the accompanying
index supplement. Furthermore, for additional historical information, see "Russell 2000® Index Overview," beginning on page 10 of this
pricing supplement.

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Contingent Income Securities due March 15, 2028
Al Payments on the Securities Subject to the Downside Threshold Feature Linked to the Russell 2000® Index

The following is a non-exhaustive list of certain key risk factors for investors in the securities. For further discussion of
these and other risks, you should read the section entitled "Risk Factors" in the accompanying index supplement and
prospectus. You should also consult your investment, legal, tax, accounting and other advisers in connection with your
investment in the securities.

§
The securities do not guarantee the return of any principal. The terms of the securities differ from those of
ordinary debt securities in that the securities do not guarantee the payment of regular interest or the return of any of the
principal amount at maturity. Instead, if the final index value is less than the downside threshold level, you will be fully
exposed to the decline in the index over the term of the securities on a 1 to 1 basis, and you will receive for each
security that you hold at maturity an amount of cash that is significantly less than the stated principal amount, in
proportion to the decline in the underlying index. Under this scenario, the value of any such payment will be less than
50% of the stated principal amount and could be zero.

§
You will not receive any contingent monthly coupon for any monthly period where the index closing value on
the related determination date is less than the downside threshold level. You wil receive a contingent monthly
coupon with respect to a monthly period only if the index closing value on the related determination date is greater than
or equal to the downside threshold level of 50% of the initial index value. If the index closing value remains below the
downside threshold level on each determination date over the term of the securities, you will not receive any contingent
monthly coupons.

§
Investors will not participate in any appreciation in the value of the underlying index. Investors will not
participate in any appreciation in the value of the underlying index from the initial index value, and the return on the
securities will be limited to the contingent monthly coupons, if any, that are paid on the securities. For example, if on the
final determination date, the underlying index has appreciated 25% from the initial index value, the payment at maturity
would be limited to the stated principal amount of $1,000 and the contingent monthly coupon of $5.8333 per
security. Under this scenario, although the underlying index has substantial y increased, your payment at maturity is not
correspondingly increased and at maturity, the securities provide for only the payment of your initial investment and the
contingent monthly coupon.

§
The contingent monthly coupon, if any, is paid on a monthly basis and is based solely on the index closing
value of the underlying index on the specified determination dates. Whether the contingent monthly coupon will be
paid with respect to a determination date will be based on the index closing value on such date. As a result, you wil not
know whether you will receive the contingent monthly coupon until the related determination date. Moreover, because
the contingent monthly coupon is based solely on the index closing value on a specific determination date, if such index
closing value is less than the downside threshold level, you will not receive any contingent monthly coupon with respect
to such determination date, even if the index closing value of the underlying index was higher on other days during the
term of the securities.

§
The market price will be influenced by many unpredictable factors. Several factors, many of which are beyond our
control, will influence the value of the securities in the secondary market and the price at which MS & Co. may be willing
to purchase or sell the securities in the secondary market. We expect that general y the level of interest rates available
in the market and the value of the underlying index on any day will affect the value of the securities more than any other
factors. Other factors that may influence the value of the securities include:

o
the volatility (frequency and magnitude of changes in value) of the Russell 2000® Index,

o
whether the index closing value of the Russell 2000® Index is currently or has been below the downside
threshold level on any determination date,

o
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
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the underlying index,

o
dividend rates on the securities underlying the Russell 2000® Index,

o
the time remaining until the securities mature,

o
interest and yield rates in the market,

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Al Payments on the Securities Subject to the Downside Threshold Feature Linked to the Russell 2000® Index

o
the availability of comparable instruments,

o
the composition of the Russell 2000® Index and changes in the constituent stocks of such index, and

o
any actual or anticipated changes in our credit ratings or credit spreads.

Some or all of these factors will influence the price that you wil receive if you sell your securities prior to maturity. For
example, you may have to sel your securities at a substantial discount from the stated principal amount of $1,000 per
security if the value of the Russell 2000® Index at the time of sale is below the downside threshold level or if market
interest rates rise.

You cannot predict the future performance of the Russell 2000® Index based on its historical performance. The value of
the underlying index may decrease and be below the downside threshold level on each determination date so that you
will receive no contingent monthly coupons and will lose a significant portion or all of your investment. There can be no
assurance that the index closing value of the underlying index will be greater than or equal to the downside threshold
level on any determination date so that you will receive any contingent monthly coupon during the term of the
securities. See "Russell 2000® Index Overview" below.

§
The securities are linked to the Russell 2000® Index and are subject to risks associated with small-capitalization
companies. The Russell 2000® Index, the underlying index, consists of stocks issued by companies with relatively small
market capitalization. These companies often have greater stock price volatility, lower trading volume and less liquidity
than large-capitalization companies and therefore the underlying index may be more volatile than that of indices that
consist of stocks issued by large-capitalization companies. Stock prices of small-capitalization companies are also more
vulnerable than those of large-capitalization companies to adverse business and economic developments, and the stocks
of small-capitalization companies may be thinly traded. In addition, small capitalization companies are typically less
wel -established and less stable financial y than large-capitalization companies and may depend on a small number of
key personnel, making them more vulnerable to loss of personnel. Such companies tend to have smal er revenues, less
diverse product lines, smaller shares of their product or service markets, fewer financial resources and less competitive
strengths than large-capitalization companies and are more susceptible to adverse developments related to their
products.

§
The securities are subject to the credit risk of Morgan Stanley, and any actual or anticipated changes to its
credit ratings or credit spreads may adversely affect the market value of the securities. You are dependent on
Morgan Stanley's ability to pay all amounts due on the securities on each contingent payment date or at maturity, and
therefore you are subject to the credit risk of Morgan Stanley. The securities are not guaranteed by any other entity. If
Morgan Stanley defaults on its obligations under the securities, your investment would be at risk and you could lose
some or all of your investment. As a result, the market value of the securities prior to maturity will be affected by
changes in the market's view of Morgan Stanley's creditworthiness. Any actual or anticipated decline in Morgan
Stanley's credit ratings or increase in the credit spreads charged by the market for taking Morgan Stanley credit risk is
likely to adversely affect the market value of the securities.

§
Not equivalent to investing in the underlying index. Investing in the securities is not equivalent to investing in the
underlying index or its component stocks. Investors in the securities will not have voting rights or rights to receive
dividends or other distributions or any other rights with respect to stocks that constitute the underlying index, and
investors will not participate in any appreciation of the underlying index over the term of the securities.

§
The securities will not be listed on any securities exchange and secondary trading may be limited. The
securities will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the
securities. MS & Co. may, but is not obligated to, make a market in the securities. Even if there is a secondary market,
it may not provide enough liquidity to allow you to trade or sel the securities easily. Because we do not expect that
other broker-dealers will participate significantly in the secondary market for the securities, the price at which you may
be able to trade your securities is likely to depend on the price, if any, at which MS & Co. is willing to transact. If, at any
time, MS & Co. were not to make a market in the securities, it is likely that there would be no secondary market for the
securities. Accordingly, you should be willing to hold your securities to maturity.
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§
The inclusion of commissions and projected profit from hedging in the original issue price is likely to adversely
affect secondary market prices. Assuming no change in market conditions or any other relevant factors, the price, if
any, at which MS & Co. is willing to purchase the securities at any time in secondary market transactions will likely be
significantly lower than the original issue price, since secondary market prices are likely to exclude commissions paid
with respect to the securities and the cost of hedging our obligations under the securities that are included in the original
issue

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Al Payments on the Securities Subject to the Downside Threshold Feature Linked to the Russell 2000® Index

price, since secondary market prices are likely to exclude commissions paid with respect to the securities and the cost
of hedging our obligations under the securities that are included in the original issue price. The cost of hedging includes
the projected profit that our subsidiaries may realize in consideration for assuming the risks inherent in managing the
hedging transactions. These secondary market prices are also likely to be reduced by the costs of unwinding the
related hedging transactions. Our subsidiaries may realize a profit from the expected hedging activity even if investors
do not receive a favorable investment return under the terms of the securities or in any secondary market
transaction. In addition, any secondary market prices may differ from values determined by pricing models used by MS
& Co., as a result of dealer discounts, mark-ups or other transaction costs.

§
Hedging and trading activity by our subsidiaries could potentially affect the value of the securities. One or
more of our subsidiaries have carried out, and will continue to carry out, hedging activities related to the securities (and
to other instruments linked to the underlying index or its component stocks), including trading in the stocks that constitute
the underlying index as wel as in other instruments related to the underlying index. Some of our subsidiaries also trade
the stocks that constitute the underlying index and other financial instruments related to the underlying index on a regular
basis as part of their general broker-dealer and other businesses. Any of these hedging or trading activities on or prior
to the pricing date could have increased the initial index value and, as a result, could have increased the downside
threshold level, which is the value at or above which the underlying index must close on each determination date in order
for you to earn a contingent monthly coupon and avoid being exposed to the negative performance of the underlying
index at maturity. Additionally, such hedging or trading activities during the term of the securities could potentially affect
the value of the underlying index on the determination dates and accordingly, the payout to you at maturity and whether
we pay a contingent monthly coupon on the securities.

§
The calculation agent, which is a subsidiary of the issuer, will make determinations with respect to the
securities. As calculation agent, MS & Co. has determined the initial index value and the downside threshold level and
will determine the index closing value on each determination date, including the final index value, whether the contingent
monthly coupon will be paid on each contingent payment date, whether a market disruption event has occurred, and the
payment that you will receive at maturity, if any. Any of these determinations made by MS & Co. in its capacity as
calculation agent, including with respect to the occurrence or non-occurrence of market disruption events and the
selection of a successor index or calculation of the index closing value in the event of a market disruption event or
discontinuance of the underlying index, may adversely affect the payout to you at maturity and whether we pay a
contingent monthly coupon.

§
Adjustments to the underlying index could adversely affect the value of the securities. The publisher of the
underlying index may add, delete or substitute the component stocks of the underlying index or make other
methodological changes that could change the value of the underlying index. Any of these actions could adversely affect
the value of the securities. The publisher of the underlying index may also discontinue or suspend calculation or
publication of the underlying index at any time. In these circumstances, MS & Co., as the calculation agent, will have the
sole discretion to substitute a successor index that is comparable to the discontinued index. MS & Co. could have an
economic interest that is different than that of investors in the securities insofar as, for example, MS & Co. is permitted
to consider indices that are calculated and published by MS & Co. or any of its affiliates. If MS & Co. determines that
there is no appropriate successor index on any determination date, the determination of whether the contingent monthly
coupon will be payable on the securities on the applicable contingent payment date or the determination of the payment
at maturity, as applicable, will be based on whether the value of the underlying index based on the closing prices of the
stocks constituting the underlying index at the time of such discontinuance, without rebalancing or substitution, computed
by MS & Co. as calculation agent in accordance with the formula for calculating the underlying index last in effect prior to
such discontinuance is less than the downside threshold level.

§
The U.S. federal income tax consequences of an investment in the securities are uncertain. There is no direct
legal authority as to the proper treatment of the securities for U.S. federal income tax purposes, and, therefore,
significant aspects of the tax treatment of the securities are uncertain.

Please read the discussion under "Additional Provisions--Tax considerations" in this pricing supplement concerning the
U.S. federal income tax consequences of an investment in the securities. We intend to treat a security for U.S. federal
income tax purposes as a single financial contract that provides for a contingent monthly coupon that will be treated as
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