Bond Morgan Stanleigh 8% ( US61761JPS23 ) in USD

Morgan Stanleigh

100 % ⇌

United States

US61761JPS23 ( in USD )

8% per year ( payment 2 times a year)

13/03/2029

Prospectus brochure of the bond Morgan Stanley US61761JPS23 en USD 8%, maturity 13/03/2029

1 000 USD

3 100 000 USD

61761JPS2

N/A

13/03/2026 ( In 91 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 US61761JPS23, pays a coupon of 8% per year.
The coupons are paid 2 times per year and the Bond maturity is 13/03/2029

The Bond issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US61761JPS23, was rated NR by Moody's credit rating agency.

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424B2 1 dp44772_424b2-1328.htm 424B2
CALCULATION OF REGISTRATION FEE

Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered

Offering Price

Fee
Contingent Income Securities due 2029

$3,100,000

$399.28

March 2014

Pricing Supplement No. 1,328
Registration Statement No. 333-178081
Dated March 10, 2014
Filed pursuant to Rule 424(b)(2)
STRUCTURED INVESTMENTS
Opportunities in U.S. and International Equities
Contingent Income Securities due March 13, 2029
Payments on the Securities Based on the Worst Performing of the S&P 500® Index, the Russell 2000® Index and the EURO
STOXX 50® Index
Principal at Risk Securities
The securities 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. The securities do not guarantee the repayment of
principal and do not provide for the regular payment of interest. The securities will pay a contingent monthly coupon but only if the
index closing value of each of the S&P 500® Index, the Russell 2000® Index and the EURO STOXX 50® Index on the related
observation date is at or above 63.5% of its respective initial index value, which we refer to as the coupon barrier level. If the index
closing value of any underlying index is less than the coupon barrier level for such index on any observation date, we will pay no
interest for the related interest period. At maturity, if the final index value of each underlying index is greater than or equal to 60% of
its respective initial index value, which we refer to as the downside threshold level, the payment at maturity will be the stated
principal amount, and, if the final index value of each underlying index is also greater than or equal to its coupon barrier level, the
contingent monthly coupon with respect to the final observation date. If, however, the final index value of any underlying index is less
than its respective downside threshold level, investors will be exposed to the decline in the worst performing underlying index on a 1 to 1
basis from its iniital index value and will receive a payment at maturity that is less than 60% of the stated principal amount of the
securities and could be zero. Accordingly, investors in the securities must be willing to accept the risk of losing their entire
initial investment based on the performance of any underlying index and also the risk of not receiving any contingent
monthly coupons for the entire 15-year term of the securities. Because payments on the securities are based on the worst
performing of the underlying indices, a decline beyond its respective coupon barrier level and/or respective downside threshold level, as
applicable, of any underlying index will result in few or no contingent monthly coupons and/or a significant loss of your investment, as
applicable, even if one or more of the other underlying indices have appreciated or have not declined as much. Investors will not
participate in any appreciation in any underlying index. These long-dated securities are for investors who are willing to risk their
principal and seek an opportunity to earn interest at a potentially above-market rate in exchange for the risk of receiving no monthly
interest if any underlying index closes below the respective coupon barrier level for such index on the observation dates. The
securities 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
S&P 500® Index (the "SPX Index"), Russell 2000® Index (the "RTY Index") and EURO STOXX 50®
Underlying indices:
Index (the "SX5E Index")
Aggregate principal amount: $3,100,000
Stated principal amount:
$1,000 per security
Issue price:
$1,000 per security (see "Commissions and issue price" below)
Pricing date:
March 10, 2014
Original issue date:
March 13, 2014 (3 business days after the pricing date)
Maturity date:
March 13, 2029
Contingent monthly coupon: If, on any observation date, the closing value of each underlying index on such date is greater than
or equal to its respective coupon barrier level, we will pay a contingent monthly coupon at an annual
rate of 8.00% (corresponding to approximately $6.6667 per month per security) on the related coupon
payment date.

If, on any observation date, the closing value of any underlying index is less than the
respective coupon barrier level, we will pay no coupon for the applicable interest period. It is
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possible that one or more underlying indices will remain below the respective coupon barrier
level(s) for extended periods of time or even throughout the entire term of the securities so
that you will receive few or no contingent monthly coupons during the 15-year term of the
securities.
Coupon barrier level:
With respect to the SPX Index: 1,192.555, which is approximately 63.5% of the initial index value for
such index
With respect to the RTY Index: 764.106, which is approximately 63.5% of the initial index value for such
index
With respect to the SX5E Index: 1,965.522, which is approximately 63.5% of the initial index value for
such index
Downside threshold level:
With respect to the SPX Index: 1,126.824, which is 60% of the initial index value for such index
With respect to the RTY Index: 721.990, which is 60% of the initial index value for such index
With respect to the SX5E Index: 1,857.186, which is 60% of the initial index value for such index
Payment at maturity:
If the final index value of each underlying index is greater than or equal to its respective downside
threshold level: the stated principal amount, and, if the final index value of each underlying index is
also greater than or equal to its respective coupon barrier level, the contingent monthly coupon with
respect to the final observation date

If the final index value of any underlying index is less than its respective downside threshold level: (i)
the stated principal amount multiplied by (ii) the index performance factor of the worst performing
underlying index. This amount will be less than 60% of the stated principal amount of the securities
and could be zero.

Terms continued on the following page
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
$925.27 per security. See "Investment Summary" beginning on page 3.
pricing date:
Commissions and issue
Price to public
Agent's commissions(1)
Proceeds to issuer(2)
price:
Per security
$1,000
$35
$965
Total
$3,100,000
$108,500
$2,991,500

(1) Selected dealers and their financial advisors will collectively receive from the Agent, MS & Co., a fixed sales commission of $35
for each security 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" on page 29.

The securities involve risks not associated with an investment in ordinary debt
securities. See "Risk Factors" beginning on page 11.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved these
securities, 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 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 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 Securities" 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 Income Securities due March 13, 2029
Payments on the Securities Based on the Worst Performing of the S&P 500® Index, the Russell 2000® Index and the EURO
STOXX 50® Index
Principal at Risk Securities

Terms continued from previous page:
Initial index value:
With respect to the SPX Index: 1,878.04, which is the index closing value of such index on March 7,
2014
With respect to the RTY Index: 1,203.316, which is the index closing value of such index on March 7,
2014
With respect to the SX5E Index: 3,095.31, which is the index closing value of such index on March 7,
2014
Final index value:
With respect to each index, the respective index closing value on the final observation date
Worst performing
The underlying index with the largest percentage decrease from the respective initial index value to
underlying index:
the respective final index value
Index performance factor:
Final index value divided by the initial index value
Coupon payment dates:
The 13th day of each month, beginning April 13, 2014; provided that if any such day is not a
business day, that contingent monthly coupon, if any, will be paid on the next succeeding business
day and no adjustment will 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 coupon payment date, beginning with
the April 13, 2014 scheduled coupon payment date, subject to postponement for non-index business
days and certain market disruption events. We also refer to the third scheduled business day prior to
the scheduled maturity date as the final observation date.
CUSIP / ISIN:
61761JPS2 / US61761JPS23
Listing:
The securities will not be listed on any securities exchange.

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Contingent Income Securities due March 13, 2029
Payments on the Securities Based on the Worst Performing of the S&P 500® Index, the Russell 2000® Index and the EURO
STOXX 50® Index
Principal at Risk Securities

Investment Summary

Contingent Income Securities
Principal at Risk Securities

Contingent Income Securities due March 13, 2029 Payments on the Securities Based on the Worst Performing of the S&P
500® Index, the Russel 2000® Index and the EURO STOXX 50® Index (the "securities") do not guarantee the repayment of
principal and do not provide for the regular payment of interest. The securities wil pay a contingent monthly coupon but
only if the index closing value of each of the S&P 500® Index, the Russell 2000® Index and the EURO STOXX 50®
Index (which we refer to together as the "underlying indices") is at or above 63.5% of its respective initial index value,
which we refer to as the coupon barrier level, on the related observation date. If the index closing value of any underlying
index is less than the respective coupon 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 more underlying indices wil remain below the
respective coupon barrier level(s) for extended periods of time or even throughout the entire term of the securities so that
you wil receive few or no contingent monthly coupons. We refer to the coupon on the securities as contingent, because
there is no guarantee that you wil receive a coupon payment on any coupon payment date. Even if an underlying index
were to be at or above the coupon barrier level for such index on some monthly observation dates, it may fluctuate below
the coupon barrier level on others. In addition, even if one underlying index were to be at or above the coupon barrier level
for such index on al monthly observation dates, you wil receive a contingent monthly coupon only with respect to the
observation dates on which the other underlying indices are also at or above the respective coupon barrier levels, if any. At
maturity, if the final index value of each underlying index is greater than or equal to 60% of its respective initial index value,
which we refer to as the downside threshold level, the payment at maturity wil be the stated principal amount, and, if the
final index value of each underlying index is also greater than or equal to its coupon barrier level, the contingent monthly
coupon with respect to the final observation date. If, however, the final index value of any underlying index is less than its
respective downside threshold level, investors wil be exposed to the decline in the worst performing underlying index on a 1
to 1 basis from its initial index value and wil receive a payment at maturity that is less than 60% of the stated principal
amount of the securities and could be zero. Accordingly, investors in the securities must be willing to accept the risk
of losing their entire initial investment based on the performance of any underlying index and also the risk of not
receiving any contingent monthly coupons.

Maturity:
15 years

Contingent monthly
If, on any observation date, the closing value of each underlying index on such date is greater
coupon:
than or equal to its respective coupon barrier level, we wil pay a contingent monthly coupon at
an annual rate of 8.00% (corresponding to approximately $6.6667 per month per security) on
the related coupon payment date.

If, on any observation date, the closing value of any underlying index is less than the
coupon barrier level for such index, we will pay no coupon for the applicable interest
period. It is possible that one or more underlying indices will remain below the
respective coupon barrier level(s) for extended periods of time or even throughout the
entire term of the securities so that you will receive few or no contingent monthly
coupons during the 15-year term of the securities.

Payment at maturity:
If the final index value of each underlying index is greater than or equal to its respective
downside threshold level: the stated principal amount, and, if the final index value of each
underlying index is also greater than or equal to its respective coupon barrier level, the
contingent monthly coupon with respect to the final observation date.

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If the final index value of any underlying index is less than its respective downside threshold
level: (i) the stated principal amount multiplied by (ii) the index performance factor of the worst
performing underlying index. This amount wil be less than 60% of the stated principal amount
of the securities and could be zero.

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.

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Contingent Income Securities due March 13, 2029
Payments on the Securities Based on the Worst Performing of the S&P 500® Index, the Russell 2000® Index and the EURO
STOXX 50® Index
Principal at Risk Securities

The original issue price of each security is $1,000. This price includes costs associated with issuing, selling, structuring and
hedging the securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing date
is less than $1,000. We estimate that the value of each security on the pricing date is $925.27.

What goes into the estimated value on the pricing date?

In valuing the securities on the pricing date, we take into account that the securities comprise both a debt component and a
performance-based component linked to the underlying indices. The estimated value of the securities 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 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 securities?

In determining the economic terms of the securities, including the contingent monthly coupon rate, the coupon barrier levels
and the downside threshold levels, 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 securities would be more
favorable to you.

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

The price at which MS & Co. purchases the securities 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 issuing, selling, structuring and hedging the securities 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 securities 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 securities and, if it once chooses to make a market, may
cease doing so at any time.

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Contingent Income Securities due March 13, 2029
Payments on the Securities Based on the Worst Performing of the S&P 500® Index, the Russell 2000® Index and the EURO
STOXX 50® Index
Principal at Risk Securities

Key Investment Rationale

The securities 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 63.5% of its initial index value, which we refer to as the
coupon barrier level, on the related observation date. These securities are for investors who are wil ing to risk their
principal and seek an opportunity to earn interest at a potential y above-market rate in exchange for the risk of receiving no
monthly interest if any underlying index closes below the coupon barrier level for such index on the observation dates. The
fol owing scenarios are for il ustration purposes only to demonstrate how the payment at maturity and contingent monthly
coupon is calculated, and do not attempt to demonstrate every situation that may occur. Accordingly, the contingent
monthly coupon may be payable with respect to none of, or some but not al of, the monthly periods, and the payment at
maturity may be less than 60% of the stated principal amount and could be zero.

Scenario 1: A
This scenario assumes that each underlying index closes at or above its respective coupon barrier level
contingent
on every monthly observation date. Investors receive the 8.00% per annum contingent monthly coupon
monthly coupon
for each interest period during the term of the securities. At maturity, each underlying index closes
is paid for al
above its respective downside threshold level and coupon barrier, and so investors receive the stated
interest periods,
principal amount and the contingent monthly coupon with respect to the final observation date.
and investors
receive principal
back at maturity,
which is the best
case scenario.
Scenario 2: A
This scenario assumes that each underlying index closes at or above its respective coupon barrier level
contingent
on some monthly observation dates, but one or more underlying indices close below the respective
monthly coupon
coupon barrier level(s) for such index on the others. Investors wil receive the contingent monthly
is paid for some, coupon for the monthly interest periods for which the index closing value of each underlying index is at
but not al ,
or above its respective coupon barrier level on the related observation date, but not for the interest
interest periods,
periods for which one or more underlying indices close below the respective coupon barrier level(s) on
and investors
the related observation date. On the final observation date, each underlying index closes at or above
receive principal
its downside threshold level. At maturity, investors receive the stated principal amount, and, depending
back at maturity. on whether each final index value is greater than, equal to or below its respective coupon barrier level,
the contingent monthly coupon with respect to the final observation date.
Scenario 3: No
contingent
monthly coupon
This scenario assumes that one or more underlying indices close below the respective coupon barrier
is paid for any
level(s) on every monthly observation date. Since one or more underlying indices close below the
interest period
respective coupon barrier level(s) on every monthly observation date, investors do not receive any
during the
contingent monthly coupons during the 15-year term of the securities. On the final observation date,
15-year term of
one or more underlying indices close below the respective downside threshold level(s). At maturity,
the securities,
investors wil receive an amount equal to the stated principal amount multiplied by the index
and investors
performance factor of the worst performing underlying index, which wil be less than 60% of the stated
suffer a
principal amount and could be zero.
substantial loss
of principal at
maturity.

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Contingent Income Securities due March 13, 2029
Payments on the Securities Based on the Worst Performing of the S&P 500® Index, the Russell 2000® Index and the EURO
STOXX 50® Index
Principal at Risk Securities

Underlying Indices Summary

S&P 500® Index

The S&P 500® Index, which is calculated, maintained and published by 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 March 10, 2014:

Bloomberg Ticker Symbol:
SPX
Current Index Value:
1,877.17
52 Weeks Ago:
1,551.18
52 Week High (on 3/7/2014): 1,878.04
52 Week Low (on 4/18/2013): 1,541.61

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 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 "Russell 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 Russel 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 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 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 10, 2014:

Bloomberg Ticker Symbol:
RTY
Current Index Value:
1,200.535
52 Weeks Ago:
942.502
52 Week High (on 3/4/2014): 1,208.651
52 Week Low (on 4/18/2013): 901.513

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 "Russell 2000® Index Historical
Performance" below.

EURO STOXX 50® Index

The EURO STOXX 50® Index was created by STOXX Limited, which is owned by Deutsche Börse AG and SIX Group
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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 all market sectors.

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