Bond Morgan Stanleigh 8% ( US61761JKL25 ) in USD

Issuer Morgan Stanleigh
Market price refresh price now   100 %  ⇌ 
Country  United States
ISIN code  US61761JKL25 ( in USD )
Interest rate 8% per year ( payment 2 times a year)
Maturity 30/08/2033



Prospectus brochure of the bond Morgan Stanley US61761JKL25 en USD 8%, maturity 30/08/2033


Minimal amount 1 000 USD
Total amount 968 000 USD
Cusip 61761JKL2
Standard & Poor's ( S&P ) rating NR
Moody's rating NR
Next Coupon 01/09/2025 ( In 57 days )
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 US61761JKL25, pays a coupon of 8% per year.
The coupons are paid 2 times per year and the Bond maturity is 30/08/2033

The Bond issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US61761JKL25, was rated NR by Moody's credit rating agency.

The Bond issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US61761JKL25, was rated NR by Standard & Poor's ( S&P ) credit rating agency.







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424B2 1 dp40424_424b2-ps977.htm FORM 424B2
CALCULATION OF REGISTRATION FEE





Maximum Aggregate
Amount of Registration


Title of Each Class of Securities Offered
Offering Price
Fee
Contingent Coupon Notes due 2033

$968,000

$132.03

August 2013

Pricing Supplement No. 977
Registration Statement No. 333-178081
Dated August 27, 2013
Filed pursuant to Rule 424(b)(2)
STRUCTURED INVESTMENTS
Opportunities in U.S. and International Equities
Contingent Coupon Notes due August 30, 2033
With Payment of Contingent Monthly Coupons Based on the Worst Performing of the EURO STOXX 50® Index and the Russell 2000® Index
The notes are unsecured obligations of Morgan Stanley and have the terms described in the accompanying prospectus supplement, index supplement and
prospectus, as supplemented or modified by this document. Unlike ordinary debt securities, the notes do not provide for the regular payment of interest
and instead wil pay a contingent monthly coupon but only if the index closing value of each of the EURO STOXX 50® Index and the Russell 2000®
Index on the related observation date is at or above 75% of its respective initial index value, which we refer to as the barrier level. If the index closing
value of either underlying index is less than the barrier level for such index on any observation date, we wil pay no interest for the related interest
period. At maturity, you wil receive an amount equal to the stated principal amount for each note you hold plus the contingent monthly coupon with respect
to the final observation date, if any. Investors will not participate in any appreciation of either underlying index and should be willing to hold their
notes for the entire 20-year term. These long-dated notes are for investors who seek an opportunity to earn interest at a potential y above-market rate
in exchange for the risk of receiving no monthly interest over the 20-year term if either underlying index closes below the barrier level for such index on
the observation dates. Because the payment of contingent monthly coupons is based on the worst performing of the underlying indices, the fact that the
notes are linked to two underlying indices does not provide any asset diversification benefits and instead means that a decline of either underlying index
beyond the relevant barrier level wil result in no contingent monthly coupons, even if the other underlying index closes at or above its barrier level. The
issuer will not pay a contingent monthly coupon on any contingent coupon payment date if the closing value of either underlying index is below
the barrier level for such index on the related observation date. The notes are notes issued as part of Morgan Stanley's Series F Global Medium-Term
Notes program.
All payments are subject to the credit risk of Morgan Stanley. If Morgan Stanley defaults on its obligations, you could lose some or all of your
investment. These securities are not secured obligations and you will not have any security interest in, or otherwise have any access to, any
underlying reference asset or assets.
FINAL TERMS
Issuer:
Morgan Stanley
Underlying indices:
EURO STOXX 50® Index (the "SX5E Index") and Russell 2000® Index (the "RTY Index")
Aggregate principal amount:
$968,000
Stated principal amount:
$1,000 per note
Issue price:
$1,000 per note (See "Commissions and Issue Price" below)
Pricing date:
August 27, 2013
Original issue date:
August 30, 2013 (3 business days after the pricing date)
Maturity date:
August 30, 2033
Contingent monthly coupon:
A contingent coupon at an annual rate of 8.00% (corresponding to approximately $6.6667 per month per note) is paid monthly only if the closing
value of each underlying index is at or above its respective barrier level on the related observation date.
If, on any observation date, the closing value of either underlying index is less than the barrier level for such index, we will pay no
coupon for the applicable interest period. It is possible that one or both underlying indices will remain below the respective barrier
level(s) for extended periods of time or even throughout the entire 20-year term of the notes so that you will receive few or no
contingent monthly coupons.
Barrier level:
With respect to the SX5E Index: 2,061.953, which is approximately 75% of the initial index value for such index
With respect to the RTY Index: 760.118, which is approximately 75% of the initial index value for such index
Initial index value:
With respect to the SX5E Index: 2,749.27, which is the index closing value of such index on the pricing date
With respect to the RTY Index: 1,013.49, which is the index closing value of such index on the pricing date
Contingent coupon payment dates:
Monthly, on the 30th day of each month (or in the case of February, the last calendar day of such month), beginning September 30, 2013; provided
that if any such day is not a business day, that coupon payment wil be made on the next succeeding business day and no adjustment wil be made
to any coupon payment made on that succeeding business day; provided further that the contingent monthly coupon, if any, with respect to the final
observation date shall be paid on the maturity date
Observation dates:
The third scheduled business day preceding each scheduled contingent coupon payment date, beginning with the September 30, 2013 contingent
coupon payment date, subject to postponement for non-index business days and certain market disruption events
Payment at maturity:
At maturity, you wil receive an amount equal to the stated principal amount for each note you hold plus the contingent monthly coupon with respect
to the final observation date, if any.
CUSIP:
61761JKL2
ISIN:
US61761JKL25
Listing:
The notes wil not be listed on any securities exchange.
Agent:
Morgan Stanley & Co. LLC ("MS & Co."), a wholly-owned subsidiary of Morgan Stanley. See "Supplemental information regarding plan of
distribution; conflicts of interest."
Estimated value on the pricing date:
$911.20 per note. See "Investment Overview" beginning on page 2.
Commissions and Issue Price:
Price to Public(1)
Agent's Commissions(2)
Proceeds to Issuer(3)
Per note
$1,000
$40
$960
Total
$968,000
$38,720
$929,280
(1) The price to public for investors purchasing the notes in fee-based advisory accounts will be $970 per note.
(2) Selected dealers and their financial advisors will collectively receive from the Agent, MS & Co., a fixed sales commission of $40 for each note they sell; provided that dealers selling to
investors purchasing the notes in fee-based advisory accounts will receive a sales commission of $10 per note. 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.
(3) See "Use of proceeds and hedging" beginning on page 17.
The notes involve risks not associated with an investment in ordinary debt securities. See "Risk Factors" beginning on page 6.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved these notes, or determined if this document or the accompanying
prospectus supplement, index supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The notes 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.
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You should read this document 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 Notes" at the end of this document.

Prospectus Supplement dated November 21, 2011
Index Supplement dated November 21, 2011 Prospectus dated November 21, 2011


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Contingent Coupon Notes due August 30, 2033
With Payment of Contingent Monthly Coupons Based on the Worst Performing of the EURO STOXX 50® Index and the Russell 2000® Index

Investment Overview

Contingent Coupon Notes due August 30, 2033 With Payment of Contingent Monthly Coupons Based on the Worst Performing of the EURO STOXX 50®
Index and the Russell 2000® Index (the "notes") do not provide for the regular payment of interest. Instead, the notes wil pay a contingent monthly coupon
but only if the index closing value of each of the EURO STOXX 50® Index and the Russell 2000® Index (which we refer to together as the "underlying
indices") is at or above 75% of its respective initial index value, which we refer to as the barrier level, on the related observation date. If the index closing
value of either underlying index is less than the barrier level for such index on any observation date, we wil pay no coupon for the related monthly
period. It is possible that the index closing value of one or both underlying indices wil remain below the respective barrier level(s) for extended periods of
time or even throughout the entire 20-year term of the notes so that you wil receive few or no contingent monthly coupons. We refer to the coupon on the
notes as contingent, because there is no guarantee that you wil receive a coupon payment on any contingent coupon payment date. Even if an underlying
index were to be at or above the barrier level for such index on some monthly observation dates, it may fluctuate below the barrier level on others. In
addition, even if one underlying index were to be at or above the barrier level for such index on all monthly observation dates, you wil receive a contingent
monthly coupon only with respect to the observation dates on which the other underlying index is also at or above the barrier level for such index, if
any. At maturity, you wil receive an amount equal to the stated principal amount for each note you hold plus the contingent monthly coupon with respect
to the final observation date, if any.

Maturity:
20 years
Contingent monthly
A contingent coupon at an annual rate of 8.00% (corresponding to approximately $6.6667 per month per note)
coupon:
is paid monthly but only if the closing value of each underlying index is at or above its respective barrier
level on the related observation date.

If, on any observation date, the closing value of either underlying index is less than the barrier level
for such index, we will pay no coupon for the applicable monthly period. It is possible that one or
both underlying indices will remain below the respective barrier level(s) for extended periods of time
or even throughout the entire 20-year term of the notes so that you will receive few or no contingent
monthly coupons.

Morgan Stanley 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). Al other clients may contact their local brokerage representative. Third-party distributors may contact
Morgan Stanley Structured Investment Sales at (800) 233-1087.

The original issue price of each note is $1,000. This price includes costs associated with issuing, sel ing, 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 $1,000. We estimate that the value of each note on the
pricing date is $911.20.

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 the underlying indices. The estimated value of the notes is determined using our own pricing and valuation models, market inputs and assumptions
relating to the underlying indices, instruments based on the underlying indices, volatility and other factors including current and expected interest rates, as
wel as an interest rate related to the implied interest rate at which our conventional fixed rate debt trades in the secondary market (the "secondary market
credit spread").

What determines the economic terms of the notes?

In determining the economic terms of the notes, 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, sel ing, structuring and hedging costs borne by you were lower or if the internal funding rate were higher, one
or more terms of the notes, such as the contingent monthly coupon or the barrier level, 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 the underlying
indices, 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 wel as the bid-offer spread that MS & Co. would charge in a secondary market transaction of this type and other
factors. However, because the costs associated with

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Contingent Coupon Notes due August 30, 2033
With Payment of Contingent Monthly Coupons Based on the Worst Performing of the EURO STOXX 50® Index and the Russell 2000® Index

issuing, sel ing, structuring and hedging the notes are not ful y deducted upon issuance, for a period of up to 18 months fol owing the issue date, to the
extent that MS & Co. may buy or sel the notes in the secondary market, absent changes in market conditions, including those related to the underlying
indices, and to our secondary market credit spreads, it would do so based on values higher than the estimated value. We expect that those higher values
wil also be reflected in your brokerage account statements.

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.

Key Investment Rationale

The notes do not provide for the regular payment of interest and instead wil pay a contingent monthly coupon but only if the index closing value of each
underlying index is at or above 75% of its initial index value, which we refer to as the barrier level, on the related observation date. The notes have
been designed for investors who are wil ing to forgo market floating interest rates and accept the risk of no interest payments during the entire 20-year
term of the notes in exchange for an opportunity to earn interest at a potential y above market rate if each underlying index closes at or above its
respective barrier level on each monthly observation date. The fol owing scenarios are for il ustration purposes only to demonstrate how the coupon is
calculated, and do not attempt to demonstrate every situation that may occur. Accordingly, the contingent coupon may be payable with respect to none
of, or some but not al of, the monthly periods during the 20-year term of the notes.

Scenario 1: A contingent monthly
This scenario assumes that each underlying index closes at or above its respective barrier level on every monthly
coupon is paid for al interest periods, observation date. Investors receive the 8.00% per annum contingent monthly coupon for each interest period
which is the best case scenario.
during the term of the notes.
Scenario 2: A contingent monthly
This scenario assumes that each underlying index closes at or above its respective barrier level on some monthly
coupon is paid for some, but not al ,
observation dates, but one or both underlying indices close below the respective barrier level(s) for such index on
interest periods
the others. Investors receive the contingent monthly coupon for the monthly interest periods that the index closing
value of each underlying index is at or above its respective barrier level on the related observation date, but not for
the interest periods that one or both underlying indices close below the respective barrier level(s) on the related
observation date.
Scenario 3 : No contingent monthly This scenario assumes that one or both underlying indices close below the respective barrier level(s) on every
coupon is paid for any interest period monthly observation date. Since one or both underlying indices close below the respective barrier level(s) on
and investors receive zero return over every monthly observation date, investors do not receive any contingent monthly coupon during the entire 20-year
the 20-year term of the notes.
term of the notes.

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Contingent Coupon Notes due August 30, 2033
With Payment of Contingent Monthly Coupons Based on the Worst Performing of the EURO STOXX 50® Index and the Russell 2000® Index

Underlying Indices Summary

EURO STOXX 50® Index

The EURO STOXX 50® Index was created by STOXX Limited, which is owned by Deutsche Börse AG and SIX Group AG. Publication of the EURO
STOXX 50® Index began on February 26, 1998, based on an initial index value of 1,000 at December 31, 1991. The EURO STOXX 50® Index is
composed of 50 component stocks of market sector leaders from within the STOXX 600 Supersector Indices, which includes stocks selected from the
Eurozone. The component stocks have a high degree of liquidity and represent the largest companies across al market sectors.

Information as of market close on August 27, 2013:

Bloomberg Ticker Symbol:
SX5E
Current Index Value:
2,749.27
52 Weeks Ago:
2,461.82
52 Week High (on 8/16/2013):
2,854.27
52 Week Low (on 8/30/2012):
2,403.80

For additional information about the EURO STOXX 50® Index, see the information set forth under "EURO STOXX 50® Index" in the accompanying index
supplement. Furthermore, for additional historical information, see "EURO STOXX 50® Index Historical Performance" below.


Russell 2000® Index

The Russel 2000® Index is an index calculated, published and disseminated by Russel Investments, and measures the composite price performance of
stocks of 2,000 companies (the "Russel 2000 Component Stocks") incorporated in the U.S. and its territories. Al 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® 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 Russel 2000® Index consists of the
smal est 2,000 companies included in the Russell 3000® Index and represents a smal portion of the total market capitalization of the Russel 3000®
Index. The Russel 2000® Index is designed to track the performance of the smal capitalization segment of the U.S. equity market.

Information as of market close on August 27, 2013:

Bloomberg Ticker Symbol:
RTY
Current Index Value:
1,013.49
52 Weeks Ago:
810.40
52 Week High (on 8/5/2013):
1,063.01
52 Week Low (on 11/15/2012):
769.48

For additional information about the Russel 2000® Index, see the information set forth under "Russel 2000® Index" in the accompanying index
supplement. Furthermore, for additional historical information, see "Russel 2000® Index Historical Performance" below.

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With Payment of Contingent Monthly Coupons Based on the Worst Performing of the EURO STOXX 50® Index and the Russell 2000® Index

Hypothetical Examples

The fol owing hypothetical examples il ustrate how to determine whether a contingent monthly coupon is paid with respect to an observation date. The
fol owing examples are for il ustrative purposes only. Whether you receive a contingent monthly coupon wil be determined on each monthly observation
date. The actual initial index value and barrier level for each underlying index are set forth on the cover page of this document. Al payments on the notes,
including the repayment of principal, are subject to the credit risk of Morgan Stanley. The below examples are based on the following terms:

Contingent Monthly Coupon:
8.00% per annum (corresponding to approximately $6.6667 per month per note)1

With respect to each contingent coupon payment date, a contingent monthly coupon is paid but only if the
closing value of each underlying index is at or above its respective barrier level on the related observation date.
Hypothetical Initial Index Value:With respect to the SX5E Index: 2,700
With respect to the RTY Index: 1,000
Hypothetical Barrier Level:
With respect to the SX5E Index: 2,025, which is 75% of the hypothetical initial index value for such index
With respect to the RTY Index: 750, which is 75% of the hypothetical initial index value for such index
1 The actual contingent monthly coupon wil be an amount determined by the calculation agent based on the numbers of days in the applicable payment period, calculated on a 30/360 day count
basis. The hypothetical contingent monthly coupon of $6.6667 is used in these examples for ease of analysis.

Index Closing Value
Contingent Monthly Coupon

SX5E Index
RTY Index

Hypothetical Observation Date 1
2,300 (at or above barrier level)
900 (at or above barrier level)
Approximately $6.6667
Hypothetical Observation Date 2
1,800 (below barrier level)
950 (at or above barrier level)
$0
Hypothetical Observation Date 3
2,350 (at or above barrier level)
700 (below barrier level)
$0
Hypothetical Observation Date 4
1,800 (below barrier level)
600 (below barrier level)
$0

On hypothetical observation date 1, both the SX5E Index and RTY Index close at or above their respective barrier levels. Therefore a contingent monthly
coupon of approximately $6.6667 is paid on the relevant contingent coupon payment date.

On each of the hypothetical observation dates 2 and 3, one underlying index closes at or above its barrier level but the other underlying index closes below
its barrier level. Therefore no contingent monthly coupon is paid on the relevant contingent coupon payment date.

On hypothetical observation date 4, both underlying indices close below their respective barrier levels and accordingly no contingent monthly coupon is
paid on the relevant contingent coupon payment date.

You will not receive a contingent monthly coupon on any contingent coupon payment date if the closing value of either underlying index is
below its respective barrier level on the related observation date.

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With Payment of Contingent Monthly Coupons Based on the Worst Performing of the EURO STOXX 50® Index and the Russell 2000® Index

Risk Factors

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

§
The notes do not provide for regular interest payments. The terms of the notes differ from those of ordinary debt securities in that they do not
provide for the regular payment of interest and instead wil pay a contingent monthly coupon but only if the index closing value of each underlying index
is at or above 75% of its respective initial index value, which we refer to as the barrier level, on the related observation date. If, on the other hand, the
index closing value of either underlying index is lower than the barrier level for such index on the relevant observation date for any interest period, we
wil pay no coupon on the applicable contingent coupon payment date. It is possible that the index closing value of one or both underlying indices will
remain below the respective barrier level(s) for extended periods of time or even throughout the entire 20-year term of the notes so that you wil
receive few or 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.

§
You are exposed to the price risk of both underlying indices. Your return on the notes is not linked to a basket consisting of both underlying
indices. Rather, it wil be contingent upon the independent performance of each of the underlying indices. Unlike an instrument with a return linked to
a basket of underlying assets in which risk is mitigated and diversified among all the components of the basket, you wil be exposed to the risks
related to both underlying indices. Poor performance by either of the underlying indices over the term of the notes may negatively affect your return
and wil not be offset or mitigated by a positive performance by the other underlying index. To receive any contingent monthly coupons, each
underlying index must close at or above its respective barrier level on the applicable observation date. Accordingly, your investment is subject to the
price risk of both underlying indices.

§
Because the notes are linked to the performance of the worst performing of the underlying indices, you are exposed to a greater risk of no
contingent monthly coupons than if the notes were linked to just the SX5E Index or just the RTY Index. The risk that you wil not receive any
contingent monthly coupons is greater if you invest in the notes as opposed to substantial y similar securities that are linked to just the performance of
the SX5E Index or just the RTY Index. With two underlying indices, it is more likely that either underlying index wil close below the barrier level for
such index on the observation dates than if the notes were linked to only one of the underlying indices, and therefore it is more likely that you will not
receive any contingent monthly coupons.

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

§
Investors will not participate in any appreciation in either underlying index. Investors wil not participate in any appreciation in either underlying
index from the initial index value for such index, and the return on the notes wil be limited to the contingent monthly coupon, if any, that is paid with
respect to each observation date on which the index closing value of each underlying index is greater than or equal to its respective barrier level.

§
The notes are linked to the EURO STOXX 50® Index and are subject to risks associated with investments in securities linked to the value of
foreign equity securities. As the EURO STOXX 50® Index is one of the underlying indices, the notes are linked to the value of foreign equity
securities. Investments in securities linked to the value of foreign equity securities involve risks associated with the securities markets in those
countries, including risks of volatility in those

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markets, governmental intervention in those markets and cross-shareholdings in companies in certain countries. Also, there is general y less publicly
available information about foreign companies than about U.S. companies that are subject to the reporting requirements of the United States
Securities and Exchange Commission, and foreign companies are subject to accounting, auditing and financial reporting standards and requirements
different from those applicable to U.S. reporting companies. The prices of securities issued in foreign markets may be affected by political, economic,
financial and social factors in those countries, or global regions, including changes in government, economic and fiscal policies and currency exchange
laws. Local securities markets may trade a smal number of securities and may be unable to respond effectively to increases in trading volume,
potential y making prompt liquidation of holdings difficult or impossible at times. Moreover, the economies in such countries may differ favorably or
unfavorably from the economy in the United States in such respects as growth of gross national product, rate of inflation, capital reinvestment,
resources, self-sufficiency and balance of payment positions.

§
The notes are linked to the Russell 2000® Index and are subject to risks associated with small-capitalization companies. As the Russel
2000® Index is one of the underlying indices, and the Russel 2000® Index consists of stocks issued by companies with relatively smal market
capitalization, the notes are linked to the value of smal -capitalization companies. 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 well-established and less stable financially 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, smal er 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 market price will be influenced by many unpredictable factors. Several factors, many of which are beyond our control, wil influence the
value of the notes in the secondary market and the price at which MS & Co. may be wil ing to purchase or sel the notes in the secondary market. We
expect that generally the level of interest rates available in the market and the value of each underlying index on any day, including in relation to its
respective barrier level, wil affect the value of the notes more than any other factors. Other factors that may influence the value of the notes include:


o
the volatility (frequency and magnitude of changes in value) of the underlying indices,


o
whether the index closing value of either underlying index has been below its respective barrier level on any observation date,


o
geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the component stocks of the underlying
indices or securities markets generally and which may affect the value of each underlying index,


o
dividend rates on the securities underlying the underlying indices,


o
the time remaining until the notes mature,


o
interest and yield rates in the market,


o
the availability of comparable instruments,


o
the composition of the underlying indices and changes in the constituent stocks of such indices, and


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


Some or al of these factors wil influence the price that you wil receive if you sel your notes prior to maturity. General y, the longer the time remaining
to maturity, the more the market price of the notes wil be affected by the other factors described above. In particular, if either underlying index has
closed near or below the barrier level for such index, the market value of the notes is expected to decrease substantial y and you may have to sel
your notes at a substantial discount from the stated principal amount of $1,000 per note.

You cannot predict the future performance of either underlying index based on its historical performance. The value of either underlying index may
decrease and be below the barrier level for such index on each observation date so that you wil

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With Payment of Contingent Monthly Coupons Based on the Worst Performing of the EURO STOXX 50® Index and the Russell 2000® Index


receive no return on your investment throughout the entire 20-year term of the notes. There can be no assurance that the closing value of each
underlying index wil be at or above the respective barrier level on any observation date so that you wil receive a coupon payment on the notes for the
applicable interest period. See "EURO STOXX 50® Index Historical Performance" and "Russel 2000® Index Historical Performance" below.

§
The notes 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 notes. Under the terms of the notes, Morgan Stanley is obligated to return to you the stated
principal amount at maturity. However, as with an ordinary debt security, you are dependent on Morgan Stanley's ability to pay all amounts due on the
notes at maturity or on any contingent coupon payment date, and therefore you are subject to the credit risk of Morgan Stanley. The notes are not
guaranteed by any other entity. If Morgan Stanley defaults on its obligations under the notes, your investment would be at risk and you could lose
some or al of your investment. As a result, the market value of the notes prior to maturity wil 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 notes.

§
Not equivalent to investing in the underlying indices. Investing in the notes is not equivalent to investing in either underlying index or the
component stocks of either underlying index. Investors in the notes wil not participate in any positive performance of either underlying index, and wil
not have voting rights or rights to receive dividends or other distributions or any other rights with respect to stocks that constitute either underlying
index.

§
The notes will not be listed on any securities exchange and secondary trading may be limited. The notes wil 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 wil general y 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 wil be able to resel the notes. Even if there is a secondary market, it may not provide enough liquidity to al ow you to trade
or sel 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 wil ing to transact. If, at any time, MS & Co. were to cease
making market in the notes, it is likely that there would be no secondary market for the notes. Accordingly, you should be wil ing to hold your notes to
maturity.

§
The rate we are willing to pay for securities of this type, maturity and issuance size is likely to be lower than the rate implied by our
secondary market credit spreads and advantageous to us. Both the lower rate and the inclusion of costs associated with issuing, selling,
structuring and hedging the notes in the original issue price reduce the economic terms of the notes, cause the estimated value of the
notes to be less than the original issue price and will adversely affect secondary market prices. Assuming no change in market conditions or
any other relevant factors, the prices, if any, at which dealers, including MS & Co., may be wil ing 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 wil reflect our
secondary market credit spreads and the bid-offer spread that any dealer would charge in a secondary market transaction of this type as wel as
other factors.

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

However, because the costs associated with issuing, sel ing, structuring and hedging the notes are not ful y deducted upon issuance, for a period of up
to 18 months fol owing the issue date, to the extent that MS & Co. may buy or sel the notes in the secondary market, absent changes in market
conditions, including those related to the underlying indices, and to our secondary market credit spreads, it would do so based on values higher than
the estimated value, and we expect that those higher values wil also be reflected in your brokerage account statements.

§
The estimated value of the notes is determined by reference to our pricing and valuation models, which may differ from those of other
dealers and is not a maximum or minimum secondary market price. These 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

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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 wil ing 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 wil vary based on many factors that cannot be predicted with accuracy, including our creditworthiness and
changes in market conditions. See also "The market price wil be influenced by many unpredictable factors" above.

§
Hedging and trading activity by our subsidiaries could potentially adversely affect the value of the notes. One or more of our subsidiaries
and/or third-party dealers have carried out, and wil continue to carry out, hedging activities related to the notes (and to other instruments linked to
each underlying index or its component stocks), including trading in the stocks that constitute the underlying indices as wel as in other instruments
related to the underlying indices. Some of our subsidiaries also trade the stocks that constitute the underlying indices and other financial instruments
related to the underlying indices 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 of an underlying index and, therefore, could have increased the
barrier level for such underlying index, which is the value at which such underlying index must close on the observation dates in order for you to earn a
contingent monthly coupon (depending also on the performance of the other underlying index). Additionally, such hedging or trading activities during
the term of the notes could affect whether an underlying index closes at or above the barrier level for such index on the observation dates and,
accordingly, whether we pay a contingent monthly coupon on the notes (depending also on the performance of the other underlying index).

§
The calculation agent, which is a subsidiary of the issuer, will make determinations with respect to the notes. As calculation agent, MS &
Co. has determined the initial index value for each underlying index, the barrier level for each underlying index, and wil determine whether you receive
a contingent monthly coupon on each contingent coupon payment date and at maturity. 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 an underlying index, may adversely affect the
payout to you at maturity. In addition, MS & Co. has determined the estimated value of the notes on the pricing date.

§
Adjustments to the underlying indices could adversely affect the value of the notes. The publisher of each underlying index may add, delete or
substitute the component stocks of such underlying index or make other methodological changes that could change the value of such underlying
index. Any of these actions could adversely affect the value of the notes. The publisher of each underlying index may also discontinue or suspend
calculation or publication of such 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 notes 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 observation date, the determination of whether a
contingent monthly coupon wil be payable on the notes on the applicable contingent coupon payment date wil be based on whether the value of such
underlying index, based on the closing prices of the stocks constituting such 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 such underlying index last in effect prior to such
discontinuance, is less than the barrier level for such index (depending also on the performance of the other underlying index).

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