Bond Morgan Stanleigh 3.7% ( US61761JVL06 ) in USD

Issuer Morgan Stanleigh
Market price 100 %  ▲ 
Country  United States
ISIN code  US61761JVL06 ( in USD )
Interest rate 3.7% per year ( payment 2 times a year)
Maturity 22/10/2024 - Bond has expired



Prospectus brochure of the bond Morgan Stanley US61761JVL06 in USD 3.7%, expired


Minimal amount 1 000 USD
Total amount 3 000 000 000 USD
Cusip 61761JVL0
Standard & Poor's ( S&P ) rating BBB+ ( Lower medium grade - Investment-grade )
Moody's rating A2 ( Upper medium grade - Investment-grade )
Detailed description Morgan Stanley is a leading global financial services firm offering investment banking, wealth management, investment management, and securities services to individuals, corporations, and governments worldwide.

The Bond issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US61761JVL06, pays a coupon of 3.7% per year.
The coupons are paid 2 times per year and the Bond maturity is 22/10/2024

The Bond issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US61761JVL06, was rated A2 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US61761JVL06, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







efc14-691_424b2.htm
424B2 1 efc14-691_424b2.htm
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered
Maximum Aggregate Offering Price
Amount of Registration Fee
Fixed Rate Senior Notes due 2024
$2,994,780,000
$347,993.44
PROSPECTUS Dated November 21, 2011
Pricing Supplement No. 1,679 to
PROSPECTUS SUPPLEMENT Dated November 21, 2011
Registration Statement No. 333-178081
Dated October 20, 2014
Rule 424(b)(2)

GLOBAL MEDIUM-TERM NOTES, SERIES F
Fixed Rate Senior Notes Due 2024

We, Morgan Stanley, are offering the Global Medium-Term Notes, Series F, Fixed Rate Senior Notes Due 2024 (the "notes") described below on a
global basis. We may redeem some or all of the notes at any time on or after April 23, 2015 in accordance with the provisions described in the
accompanying prospectus under the heading "Description of Debt Securities--Redemption and Repurchase of Debt Securities--Optional Make-whole
Redemption of Debt Securities," as supplemented by the provisions below.

We will issue the notes only in registered form, which form is further described under "Description of Notes--Forms of Notes" in the
accompanying prospectus supplement.

We describe the basic features of the notes in the section of the accompanying prospectus supplement called "Description of Notes" and in the
section of the accompanying prospectus called "Description of Debt Securities--Fixed Rate Debt Securities," in each case subject to and as modified by
the provisions described below.


We describe how interest on the notes is calculated, accrued and paid, including where a scheduled interest payment date is not a business day (the
following unadjusted business day convention), under "Description of Debt Securities--Fixed Rate Debt Securities" in the accompanying prospectus.


Terms not defined herein have the meanings given to such terms in the accompanying prospectus supplement and prospectus, as applicable.

Principal Amount:
$3,000,000,000
Interest Payment Period:
Semi-annual
Maturity Date:
October 23, 2024
Interest Payment Dates:
Each April 23 and October 23,
Settlement Date


commencing April 23, 2015
(Original Issue Date):
October 23, 2014 (T+3)
Business Day:
New York
Interest Accrual Date:
October 23, 2014
Business Day Convention:
Following unadjusted
Issue Price:
99.826%
Minimum Denominations:
$1,000 and integral multiples
Specified Currency:
U.S. dollars

of $1,000 in excess thereof
Redemption Percentage

CUSIP:
61761JVL0
at Maturity:
100%
ISIN:
US61761JVL06
Interest Rate:
3.70% per annum
Other Provisions:
Optional make-whole

(calculated on a 30/360 day

redemption on or after April 23,
2015

count basis)

(spread over treasury rate:



plus 25 basis points)

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.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if
this pricing supplement or the accompanying prospectus supplement or prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

MORGAN STANLEY

MUFG
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CAPITAL ONE SOUTHCOAST
COMMERZBANK
DREXEL HAMILTON
FIFTH THIRD SECURITIES
FTN FINANCIAL SECURITIES CORP.
ING
KEYBANC CAPITAL MARKETS
LEBENTHAL & CO., LLC
LLOYDS SECURITIES
NABSECURITIES, LLC
NATIXIS
RB INTERNATIONAL MARKETS (USA)
RBC CAPITAL MARKETS
RBS
SCOTIABANK
SEB
SUNTRUST ROBINSON HUMPHREY
TD SECURITIES
US BANCORP






Supplemental Information Concerning Plan of Distribution; Conflicts of Interest

On October 20, 2014, we agreed to sell to the managers listed below, and they severally agreed to purchase, the principal amounts of notes set
forth opposite their respective names below at a net price of 99.376%, plus accrued interest, if any, which we refer to as the "purchase price" for the
notes. The purchase price for the notes equals the stated issue price of 99.826% less a combined management and underwriting commission of 0.45% of
the principal amount of the notes.


Principal Amount of
Name
Notes
Morgan Stanley & Co. LLC
$2,130,000,000
Mitsubishi UFJ Securities (USA), Inc.
300,000,000
Capital One Southcoast, Inc.
30,000,000
Commerz Markets LLC
30,000,000
Drexel Hamilton, LLC
30,000,000
Fifth Third Securities, Inc.
30,000,000
FTN Financial Securities Corp.
30,000,000
ING Financial Markets LLC
30,000,000
Keybanc Capital Markets Inc.
30,000,000
Lebenthal & Co., LLC
30,000,000
Lloyds Securities Inc.
30,000,000
nabSecurities, LLC
30,000,000
Natixis Securities Americas LLC
30,000,000
RB International Markets (USA) LLC
30,000,000
RBC Capital Markets, LLC
30,000,000
RBS Securities Inc.
30,000,000
Scotia Capital (USA) Inc.
30,000,000
Skandinaviska Enskilda Banken AB(publ)
30,000,000
SunTrust Robinson Humphrey, Inc.
30,000,000
TD Securities (USA) LLC
30,000,000
U.S. Bancorp Investments, Inc.
30,000,000
Total
$3,000,000,000


Morgan Stanley & Co. LLC is our wholly-owned subsidiary. Mitsubishi UFJ Financial Group, Inc., the ultimate parent of Mitsubishi UFJ
Securities (USA), Inc. (one of the managers), holds an approximately 22% interest in Morgan Stanley. This offering will be conducted in compliance
with the requirements of Rule 5121 of the Financial Industry Regulatory Authority, Inc., which is commonly referred to as FINRA, regarding a FINRA
member firm's distribution of the securities of an affiliate and related conflicts of interest. In accordance with Rule 5121 of FINRA, Morgan Stanley &
Co. LLC and Mitsubishi UFJ Securities (USA), Inc. may not make sales in this offering to any discretionary accounts without the prior written
approval of the customer.

Skandinaviska Enskilda Banken AB (publ) is not a U.S. registered broker-dealer and, therefore, to the extent that it intends to effect any sales of
the notes in the United States, it will do so through one or more U.S. registered broker-dealers as permitted by FINRA regulations.

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PS-2

None of this pricing supplement, the accompanying prospectus supplement or the accompanying prospectus is a prospectus for the purposes of the
Prospectus Directive (as defined below) as implemented in member states of the European Economic Area. This pricing supplement, the accompanying
prospectus supplement and the accompanying prospectus have been prepared on the basis that all offers of the notes described herein made to persons
in the European Economic Area will be made pursuant to an exemption under the Prospectus Directive from the requirement to produce a prospectus
in connection with offers of the notes.

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member
State"), each manager has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in
that Relevant Member State (the "Relevant Implementation Date") it has not made and will not make an offer of notes which are the subject of the
offering contemplated by this pricing supplement and the accompanying prospectus supplement and prospectus to the public in that Relevant Member
State except that it may, with effect from and including the Relevant Implementation Date, make an offer of such notes to the public in that Relevant
Member State at any time:

(1) to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(2) to fewer than 100, or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150 natural
or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the relevant agent,
underwriter or dealer nominated by Morgan Stanley for any such offer; or

(3) in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of notes referred to in (1) to (3) above shall require us or any manager to publish a prospectus pursuant to Article 3
of the Prospectus Directive.

For the purposes of this provision, the expression an "offer of notes to the public" in relation to any notes in any Relevant Member State means the
communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor
to decide to purchase or subscribe the notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in
that Member State, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending
Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State
and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

With respect to notes to be offered or sold in the United Kingdom, each manager has represented and agreed (1) that it has only communicated or
caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity
(within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the "FSMA")) received by such manager in connection with the
issue or sale of the notes in circumstances in which Section 21(1) of the FSMA does not apply to us, and (2) that it has complied and will comply with
all applicable provisions of the FSMA with respect to anything done by such manager in relation to the notes in, from or otherwise involving the
United Kingdom.

The communication of this pricing supplement, the accompanying prospectus supplement or the accompanying prospectus and any other
documents or materials relating to the issue of the notes is not being made, and such documents and/or materials have not been approved, by an
authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are
not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or
materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals
(as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or
within Article 49(2)(A) to (D) of the Financial Promotion Order, or to any other persons to whom it may otherwise lawfully be made under the
Financial Promotion Order (all such persons together being referred to as "relevant persons"). In the United Kingdom the notes are only available to,
and any investment or investment activity to which this pricing supplement, the accompanying prospectus supplement or the accompanying prospectus
relates will be engaged in only with, relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this
pricing supplement, the accompanying prospectus supplement or the accompanying prospectus or any of its or their contents.


PS-3

The notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Law No.25 of 1948, as amended,
the "FIEA"). Each manager has agreed that it will not offer or sell any notes, directly or indirectly, in Japan or to or for the account or benefit of any
resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act (Law No. 228 of 1949, as
amended)) or to others for re-offering or resale, directly or indirectly, in Japan or to or for the account or benefit of a resident of Japan,, except
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pursuant to an exemption from the registration requirements and otherwise in compliance with the FIEA and any other applicable laws, regulations
and ministerial guidelines of Japan.

WARNING: The contents of this pricing supplement, the accompanying prospectus supplement and the accompanying prospectus have not been
reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of
the contents of this pricing supplement, the accompanying prospectus supplement or the accompanying prospectus, you should obtain independent
professional advice.

None of the notes has been offered or sold or will be offered or sold in Hong Kong, by means of any document, other than (i) to "professional
investors" as defined in the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the "SFO") and any rules made under that
Ordinance or (ii) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies (Winding Up and
Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) or which do not constitute an offer to the public within the meaning of that
Ordinance. No person has issued or may issue or had or may have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any
advertisement, invitation or document relating to the notes, which is directed at, or the contents of which are likely to be accessed or read by, the
public in Hong Kong (except if permitted to do so under the applicable securities law of Hong Kong) other than with respect to the notes which are
intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the SFO and any rules made under that
Ordinance.

None of this pricing supplement, the accompanying prospectus supplement or the accompanying prospectus has been registered as a prospectus
under the Securities and Futures Act, Chapter 289 of Singapore, as amended (the "SFA"), by the Monetary Authority of Singapore and the notes will
be offered pursuant to exemptions under the SFA. Accordingly, none of this pricing supplement, the accompanying prospectus supplement or the
accompanying prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the
notes may be circulated or distributed, nor may the notes be offered or sold, or be made the subject of an invitation for subscription or purchase,
whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor as defined in Section 4A of the SFA (an "Institutional
Investor") pursuant to Section 274 of the SFA, (ii) to a relevant person as defined in Section 275(2) of the SFA (a "Relevant Person"), or to any
person pursuant to an offer referred to in Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA, or
(iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable exemption or provision of the SFA. Where notes are
subscribed or purchased pursuant to an offer made in reliance on Section 275 by a Relevant Person which is:

(a) a corporation (which is not an accredited investor as defined in Section 4A of the SFA (an "Accredited Investor")) the sole business of which
is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an Accredited Investor; or

(b) a trust (where the trustee is not an Accredited Investor) whose sole purpose is to hold investments and each beneficiary of the trust is an
individual who is an Accredited Investor,

the securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries' rights and interests (howsoever described) in that trust
shall not be transferred for six months after that corporation or that trust has acquired the notes pursuant to an offer made under Section 275 of the
SFA except:

(1) to an Institutional Investor or to a Relevant Person, or to any person arising from an offer referred to in Section 275(1A) of the SFA (in
the case of that corporation) or Section 276(4)(i)(B) of the SFA (in the case of that trust);

(2) where no consideration is or will be given for the transfer;

(3) where the transfer is by operation of law; or

(4) pursuant to Section 276(7) of the SFA or Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures)
Regulations.

The notes may not be offered or sold, directly or indirectly, in or from Switzerland except in circumstances that will not result in the offer of the
notes being a public offering in Switzerland within the meaning of the Swiss Federal Code of Obligations


PS-4


("CO"). Neither this pricing supplement, the accompanying prospectus supplement, the accompanying prospectus nor any other offering or marketing
material relating to the notes constitutes a prospectus as that term is understood pursuant to Article 652a or 1156 CO or a listing prospectus pursuant
to the listing rules of SIX Swiss Exchange, and neither this pricing supplement, the accompanying prospectus supplement, the accompanying prospectus
nor any other offering material relating to the notes may be publicly distributed or otherwise made publicly available in Switzerland. The notes are not
authorized by or registered with the Swiss Financial Market Supervisory Authority as a foreign collective investment scheme. Therefore, investors do no
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benefit from protection under the Swiss Federal Act on Collective Investment Schemes or supervision by the Swiss Financial Market Supervisory
Authority.

Furthermore, each manager has agreed that it will not purchase, deliver, offer or sell the notes or possess or distribute offering material in
relation to the notes in any jurisdiction if such purchase, delivery, offer or sale or the possession or distribution of such offering material would not be
in compliance with any applicable law or regulation or if any consent, approval or permission is needed for such purchase, delivery, offer or sale or the
possession or distribution by such manager or for or on behalf of us unless such consent, approval or permission has been previously obtained.

Validity of the Notes

In the opinion of Davis Polk & Wardwell LLP, as special counsel to Morgan Stanley, when the notes offered by this pricing supplement have been
executed and issued by Morgan Stanley, authenticated by the trustee pursuant to the Senior Debt Indenture (as defined in the accompanying
prospectus) and delivered against payment as contemplated herein, such notes will be valid and binding obligations of Morgan Stanley, enforceable in
accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally, concepts of
reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad
faith), provided that such counsel expresses no opinion as to (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of
applicable law on the conclusions expressed above and (ii) the validity, legally binding effect or enforceability of any provision that permits holders to
collect any portion of the stated principal amount upon acceleration of the notes to the extent determined to constitute unearned interest. This opinion
is given as of the date hereof and is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware. In
addition, this opinion is subject to customary assumptions about the trustee's authorization, execution and delivery of the Senior Debt Indenture and its
authentication of the notes and the validity, binding nature and enforceability of the Senior Debt Indenture with respect to the trustee, all as stated in
the letter of such counsel dated November 21, 2011, which is Exhibit 5-a to the Registration Statement on Form S-3 filed by Morgan Stanley on
November 21, 2011.
























PS-5
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