Bond Morgan Stanleigh 5% ( US61761JMJ50 ) in USD

Morgan Stanleigh

99 % ⇌

United States

US61761JMJ50 ( in USD )

5% per year ( payment 2 times a year)

29/10/2025

Prospectus brochure of the bond Morgan Stanley US61761JMJ50 en USD 5%, maturity 29/10/2025

1 000 USD

2 000 000 USD

61761JMJ5

N/A

29/10/2025 ( In 115 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 US61761JMJ50, pays a coupon of 5% per year.
The coupons are paid 2 times per year and the Bond maturity is 29/10/2025

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424B2 1 dp41484_424b2-1125.htm 424B2
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities
Maximum Aggregate
Amount of Registration

Offered
Offering Price
Fee
Contingent Coupon Notes due 2025
$2,000,000
$257.60

October 2013

Pricing Supplement No. 1,125
Registration Statement No. 333-178081
Dated October 24, 2013
Filed pursuant to Rule 424(b)(2)
Opportunities in U.S. Equities
With Payment of Contingent Monthly Coupons Based on the Worst Performing of the S&P 500® 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 will pay a contingent monthly coupon but
only if the index closing value of each of the S&P 500® Index and the Russell 2000® Index on the related observation date
is at or above 71.15% 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 will pay no interest for th
related interest period. At maturity, you will 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 12-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 fo
the risk of receiving no monthly interest over the 12-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 will 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:
S&P 500® Index (the "SPX Index") and Russel 2000® Index (the "RTY Index")
Aggregate principal amount:
$2,000,000
Stated principal amount:
$1,000 per note
Issue price:
$1,000 per note (See "Commissions and issue price" below)
Pricing date:
October 24, 2013
Original issue date:
October 29, 2013 (3 business days after the pricing date)
Maturity date:
October 29, 2025
Contingent monthly coupon:
A contingent coupon at an annual rate of 5.00% (corresponding to approximately $4.1666 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 12-year term of the notes so that you will receive few or no contingent monthly coupons.
Barrier level:
With respect to the SPX Index: 1,246.598, which is approximately 71.15% of the initial index value for such index
With respect to the RTY Index: 796.062, which is approximately 71.15% of the initial index value for such index
Initial index value:
With respect to the SPX Index: 1,752.07, which is the index closing value of such index on the pricing date
With respect to the RTY Index: 1,118.85, which is the index closing value of such index on the pricing date
Contingent coupon payment
Monthly, on the 29th day of each month (or in the case of February, the last calendar day of such month), beginning
dates:
November 29, 2013; provided that if any such day is not a business day, that coupon payment will 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
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the maturity date
Observation dates:
The third scheduled business day preceding each scheduled contingent coupon payment date, beginning with the
November 29, 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:
61761JMJ5
ISIN:
US61761JMJ50
Listing:
The notes 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."
Estimated value on the pricing
$934.10 per note. See "Investment Overview" beginning on page 2.
date:
Commissions and issue price:
Price to public
Agent's commissions(1)
Proceeds to issuer(2)
Per note
$1,000
$10
$990
Total
$2,000,000
$20,000
$1,980,000
(1)
Selected dealers and their financial advisors will collectively receive from the Agent, MS & Co., a fixed sales commission of $10
for each note they sell. 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.
(2)
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.
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 October 29, 2025
With Payment of Contingent Monthly Coupons Based on the Worst Performing of the S&P 500® Index and the
Russell 2000® Index

Contingent Coupon Notes due October 29, 2025 With Payment of Contingent Monthly Coupons Based on the Worst
Performing of the S&P 500® Index and the Russel 2000® Index (the "notes") do not provide for the regular payment of
interest. Instead, the notes will pay a contingent monthly coupon but only if the index closing value of each of the S&P
500® Index and the Russell 2000® Index (which we refer to together as the "underlying indices") is at or above 71.15% 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 will pay no coupon
for the related monthly period. 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 12-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 will 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 al monthly
observation dates, you will 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:
12 years

Contingent
A contingent coupon at an annual rate of 5.00% (corresponding to approximately $4.1666 per
monthly coupon: month per note) 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 12-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, 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 $1,000. We estimate that the value of each note on the pricing date is $934.10.

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 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?
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In determining the economic terms of the notes, including the contingent monthly coupon and the barrier level, 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 were higher,
one or more of the economic terms of the notes 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 October 29, 2025
With Payment of Contingent Monthly Coupons Based on the Worst Performing of the S&P 500® Index and the
Russell 2000® Index

issuing, selling, structuring and hedging the notes are not fully 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 sell 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 will 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.

The notes do not provide for the regular payment of interest and instead will pay a contingent monthly coupon but only if the
index closing value of each underlying index is at or above 71.15% 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 willing to forgo market
floating interest rates and accept the risk of no interest payments during the entire 12-year term of the notes in exchange for
an opportunity to earn interest at a potentially above market rate if each underlying index closes at or above its respective
barrier level on each monthly observation date. The following scenarios are for illustration 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 all of, the monthly periods during the 12-year term of the
notes.

Scenario 1: A
This scenario assumes that each underlying index closes at or above its respective barrier level on
contingent monthly
every monthly observation date. Investors receive the 5.00% per annum contingent monthly
coupon is paid for al
coupon for each interest period during the term of the notes.
interest periods, which
is the best case
scenario.
Scenario 2: A
This scenario assumes that each underlying index closes at or above its respective barrier level on
contingent monthly
some monthly observation dates, but one or both underlying indices close below the respective
coupon is paid for
barrier level(s) for such index on the others. Investors receive the contingent monthly coupon for
some, but not al ,
the monthly interest periods that the index closing value of each underlying index is at or above its
interest periods
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
coupon is paid for any
This scenario assumes that one or both underlying indices close below the respective barrier
interest period and
level(s) on every monthly observation date. Since one or both underlying indices close below the
investors receive zero
respective barrier level(s) on every monthly observation date, investors do not receive any
return over the 12-year contingent monthly coupon during the entire 12-year term of the notes.
term of the notes.

October 2013
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Contingent Coupon Notes due October 29, 2025
With Payment of Contingent Monthly Coupons Based on the Worst Performing of the S&P 500® Index and the
Russell 2000® Index

S&P 500® Index

The S&P 500® Index, which is calculated, maintained and published by Standard & Poor's Financial Services LLC ("S&P"),
consists of 500 component stocks selected to provide a performance benchmark for the U.S. equity markets. The
calculation of the S&P 500® Index is based on the relative value of the float adjusted aggregate market capitalization of the
500 component companies as of a particular time as compared to the aggregate average market capitalization of 500
similar companies during the base period of the years 1941 through 1943.

Information as of market close on October 24, 2013:

Bloomberg Ticker Symbol:
SPX
Current Index Value:
1,752.07
52 Weeks Ago:
1,408.75
52 Week High (on
1,754.67
10/22/2013):
52 Week Low (on 11/15/2012): 1,353.33

For additional information about the S&P 500® Index, see the information set forth under "S&P 500® Index" in the
accompanying index supplement. Furthermore, for additional historical information, see "S&P 500® Index Historical
Performance" below.

Russell 2000® Index

The Russell 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 smal est 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 Russell 2000® Index consists of the
smallest 2,000 companies included in the Russel 3000® Index and represents a small portion of the total market
capitalization of the Russell 3000® Index. The Russel 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 October 24, 2013:

Bloomberg Ticker Symbol:
RTY
Current Index Value:
1,118.85
52 Weeks Ago:
813.65
52 Week High (on
1,118.85
10/24/2013):
52 Week Low (on 11/15/2012): 769.48

For additional information about the Russell 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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Contingent Coupon Notes due October 29, 2025
With Payment of Contingent Monthly Coupons Based on the Worst Performing of the S&P 500® Index and the
Russell 2000® Index

The fol owing hypothetical examples illustrate how to determine whether a contingent monthly coupon is paid with respect to
an observation date. The following examples are for illustrative purposes only. Whether you receive a contingent monthly
coupon will 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 fol owing terms:

Contingent Monthly Coupon:
5.00% per annum (corresponding to approximately $4.1666 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 SPX Index: 1,700

With respect to the RTY Index: 1,000
Hypothetical Barrier Level:
With respect to the SPX Index: 1,209.55, which is 71.15% of the hypothetical initial index
value for such index

With respect to the RTY Index: 711.50, which is 71.15% of the hypothetical initial index
value for such index
1 The actual contingent monthly coupon will 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 $4.1666 is used in
these examples for ease of analysis.

Index Closing Value
Contingent Monthly Coupon

SPX Index
RTY Index

Hypothetical
1,300 (at or above barrier level)
900 (at or above barrier level)
Approximately $4.1666
Observation Date 1
Hypothetical
1,200 (below barrier level)
950 (at or above barrier level)
$0
Observation Date 2
Hypothetical
1,250 (at or above barrier level)
700 (below barrier level)
$0
Observation Date 3
Hypothetical
1,200 (below barrier level)
600 (below barrier level)
$0
Observation Date 4

On hypothetical observation date 1, both the SPX Index and RTY Index close at or above their respective barrier
levels. Therefore a contingent monthly coupon of approximately $4.1666 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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Contingent Coupon Notes due October 29, 2025
With Payment of Contingent Monthly Coupons Based on the Worst Performing of the S&P 500® Index and the
Russell 2000® Index

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 will pay a contingent monthly coupon
but only if the index closing value of each underlying index is at or above 71.15% 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 will 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 12-year term of the notes so that you will 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 will 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 will 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 will 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 SPX Index
or just the RTY Index. The risk that you will 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 SPX Index or just the
RTY Index. With two underlying indices, it is more likely that either underlying index will 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 will be
paid on any contingent coupon payment date will 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 will 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 will 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 will not participate in any
appreciation in either underlying index from the initial index value for such index, and the return on the notes will 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.
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