Bond Morgan Stanley Financial 0% ( US61768D3M53 ) in USD

Morgan Stanley Financial

100 % ⇌

United States

US61768D3M53 ( in USD )

27/03/2024 - Bond has expired

Prospectus brochure of the bond Morgan Stanley Finance US61768D3M53 in USD 0%, expired

1 000 USD

1 000 000 USD

61768D3M5

N/A

Morgan Stanley is a leading global financial services firm offering investment banking, securities, wealth management, and investment management services to corporations, governments, and individuals.

The Bond issued by Morgan Stanley Financial ( United States ) , in USD, with the ISIN code US61768D3M53, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 27/03/2024

The Bond issued by Morgan Stanley Financial ( United States ) , in USD, with the ISIN code US61768D3M53, was rated NR by Moody's credit rating agency.

424B2 1 dp104073_424b2-ps1744.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price

Amount of Registration Fee
Accelerated Return Securities due 2024

$1,000,000

$121.20

M a rc h 2 0 1 9
Pricing Supplement No. 1,744
Registration Statement Nos. 333-221595; 333-221595-01
Dated March 22, 2019
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in International Equities
Accelerated Return Securities Based on the Value of the EURO STOXX 50® Index due March 27, 2024
Fully a nd U nc ondit iona lly Gua ra nt e e d by M orga n St a nle y
Princ ipa l a t Risk Se c urit ie s
The securities are unsecured obligations of Morgan Stanley Finance LLC ("MSFL") and are fully and unconditionally guaranteed by
Morgan Stanley. The securities will pay no interest, provide a minimum payment at maturity of only 20% of the stated principal
amount and have the terms described in the accompanying product supplement for PLUS, index supplement and prospectus, as
supplemented or modified by this document. At maturity, if the underlying index has a ppre c ia t e d in value, investors will receive
the stated principal amount of their investment plus leveraged upside performance of the underlying index. If the underlying index
has de pre c ia t e d in value, but the underlying index has not declined by more than the specified buffer amount, the securities will
redeem for par. However, if the underlying index has declined by more than the buffer amount, investors will lose 1% for every 1%
decline beyond the specified buffer amount, subject to the minimum payment at maturity of 20% of the stated principal amount.
Investors may lose up to 80% of the stated principal amount of the securities. These long-dated securities are for investors who
seek an equity index-based return and who are willing to risk their principal and forgo current income in exchange for the leverage
and buffer features that in each case apply to a limited range of performance of the underlying index. The securities are notes
issued as part of MSFL's Series A Global Medium-Term Notes program.
All pa ym e nt s a re subje c t t o our c re dit risk . I f w e de fa ult on our obliga t ions, you c ould lose som e or a ll of
your inve st m e nt . T he se se c urit ie s a re not se c ure d obliga t ions a nd you w ill not ha ve a ny se c urit y int e re st
in, or ot he rw ise ha ve a ny a c c e ss t o, a ny unde rlying re fe re nc e a sse t or a sse t s.
FI N AL T ERM S
I ssue r:
Morgan Stanley Finance LLC
Gua ra nt or:
Morgan Stanley
M a t urit y da t e :
March 27, 2024
U nde rlying inde x :
EURO STOXX 50® Index
Aggre ga t e princ ipa l
$1,000,000
a m ount :
Pa ym e nt a t m a t urit y pe r
If the final index value is greater than the initial index value:
se c urit y:
$1,000 + leveraged upside payment
If the final index value is less than or equal to the initial index value but has decreased from the
initial index value by an amount less than or equal to the buffer amount of 20%:
$1,000
If the final index value is less than the initial index value and has decreased from the initial index
value by an amount greater than the buffer amount of 20%:
($1,000 x the index performance factor) + $200
Under these circumstances, the payment at maturity will be less than the stated principal amount
of $1,000. However, under no circumstances will the securities pay less than $200 per security at
maturity.
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Le ve ra ge d upside
$1,000 × leverage factor × index percent increase
pa ym e nt :
I nde x pe rc e nt inc re a se :
(final index value initial index value) / initial index value
I nit ia l inde x va lue :
3,305.73, which is the index closing value on the pricing date
Fina l inde x va lue :
The index closing value on the valuation date
V a lua t ion da t e :
March 22, 2024, subject to postponement for non-index business days and certain market
disruption events
Le ve ra ge fa c t or:
300%
Buffe r a m ount :
20%. As a result of the buffer amount of 20%, the value at or above which the underlying index
must close on the valuation date so that investors do not suffer a loss on their initial investment
in the securities is 2,644.584, which is 80% of the initial index value.
M inim um pa ym e nt a t
$200 per security (20% of the stated principal amount)
m a t urit y:
I nde x pe rform a nc e fa c t or: Final index value divided by the initial index value
St a t e d princ ipa l a m ount :
$1,000 per security
I ssue pric e :
$1,000 per security (see "Commissions and issue price" below)
Pric ing da t e :
March 22, 2019
Origina l issue da t e :
March 27, 2019 (3 business days after the pricing date)
CU SI P:
61768D3M5
I SI N :
US61768D3M53
List ing:
The securities will not be listed on any securities exchange.
Age nt :
Morgan Stanley & Co. LLC ("MS & Co."), an affiliate of MSFL and a wholly owned subsidiary of
Morgan Stanley. See "Supplemental information regarding plan of distribution; conflicts of
interest."
Est im a t e d va lue on t he
$969.60 per security. See "Investment Summary" beginning on page 2.
pric ing da t e :
Com m issions a nd issue
Pric e t o public
Age nt 's c om m issions a nd
Proc e e ds t o us(2)
pric e :
fe e s (1)
Pe r se c urit y
$1,000
$20
$980
T ot a l
$1,000,000
$20,000
$980,000
(1) Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $20 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 product supplement.
(2) See "Use of proceeds and hedging" on page 14.
T he se c urit ie s involve risk s not a ssoc ia t e d w it h a n inve st m e nt in ordina ry de bt
se c urit ie s. Se e "Risk Fa c t ors" be ginning on pa ge 6 .
T he Se c urit ie s a nd Ex c ha nge Com m ission a nd st a t e se c urit ie s re gula t ors ha ve not a pprove d or disa pprove d
t he se se c urit ie s, or de t e rm ine d if t his doc um e nt or t he a c c om pa nying produc t supple m e nt , inde x
supple m e nt a nd prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
T he se c urit ie s a re not de posit s or sa vings a c c ount s a nd a re not insure d by t he Fe de ra l De posit I nsura nc e
Corpora t ion or a ny ot he r gove rnm e nt a l a ge nc y or inst rum e nt a lit y, nor a re t he y obliga t ions of, or gua ra nt e e d
by, a ba nk .
Y ou should re a d t his doc um e nt t oge t he r w it h t he re la t e d produc t supple m e nt , inde x supple m e nt a nd
prospe c t us, e a c h of w hic h c a n be a c c e sse d via t he hype rlink s be low . Ple a se a lso se e "Addit iona l T e rm s of
t he Se c urit ie s" a nd "Addit iona l I nform a t ion About t he Se c urit ie s" a t t he e nd of t his doc um e nt .
As use d in t his doc um e nt , "w e ," "us" a nd "our" re fe r t o M orga n St a nle y or M SFL, or M orga n St a nle y a nd
M SFL c olle c t ive ly, a s t he c ont e x t re quire s.
Produc t Supple m e nt for PLU S da t e d N ove m be r 1 6 , 2 0 1 7 I nde x Supple m e nt da t e d N ove m be r 1 6 , 2 0 1 7
Prospe c t us da t e d N ove m be r 1 6 , 2 0 1 7
Morgan Stanley Finance LLC
®
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Accelerated Return Securities Based on the Value of the EURO STOXX 50 Index due March 27, 2024
Principal at Risk Securities

Investment Summary
Princ ipa l a t Risk Se c urit ie s

The Accelerated Return Securities Based on the Value of the EURO STOXX 50® Index due March 27, 2024 can be used:

As an alternative to direct exposure to the underlying index that enhances returns for any potential positive performance of the
underlying index

To enhance returns and potentially outperform the underlying index in a bullish scenario, with no limitation on the appreciation
potential

To achieve similar levels of upside exposure to the underlying index as a direct investment, while using fewer dollars by taking
advantage of the leverage factor

To obtain a buffer against a specified level of negative performance in the underlying index

M a t urit y:
5 years
Le ve ra ge fa c t or:
300%
M a x im um pa ym e nt a t
None
m a t urit y:
Buffe r a m ount :
20%, with 1-to-1 downside exposure below the buffer
M inim um pa ym e nt a t
$200 per security (20% of the stated principal amount). Investors may lose up to 80% of
m a t urit y:
the stated principal amount of the securities.
Coupon:
None

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 $969.60.

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 index. The estimated value of the securities is determined using our own
pricing and valuation models, market inputs and assumptions relating to the underlying index, instruments based on the underlying
index, 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 securities?

In determining the economic terms of the securities, including the leverage factor, the buffer amount and the minimum payment at
maturity, 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 index, 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 well 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 fully deducted upon issuance, for a period of up to 6 months following the
issue date, to the extent that MS & Co. may buy or sell the securities in the secondary market, absent changes in market
conditions, including those related to the underlying index, 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
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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.

March 2019
Page 2
Morgan Stanley Finance LLC
Accelerated Return Securities Based on the Value of the EURO STOXX 50® Index due March 27, 2024
Principal at Risk Securities

Key Investment Rationale

The securities offer leveraged upside exposure to the underlying index, while providing limited protection against negative
performance of the underlying index. Once the underlying index has decreased in value by more than the specified buffer amount,
investors are exposed to the negative performance of the underlying index, subject to the minimum payment at maturity. At
maturity, if the underlying index has appreciated, investors will receive the stated principal amount of their investment plus
leveraged upside performance of the underlying index. At maturity, if the underlying index has depreciated and (i) if the final index
value of the underlying index has not declined from the initial index value by more than the specified buffer amount, the securities
will redeem for par, or (ii) if the final index value of the underlying index has declined by more than the buffer amount, the investor
will lose 1% for every 1% decline beyond the specified buffer amount, subject to the minimum payment at maturity. I nve st ors
m a y lose up t o 8 0 % of t he st a t e d princ ipa l a m ount of t he se c urit ie s.

Le ve ra ge d
The securities offer investors an opportunity to capture enhanced returns for any positive
Pe rform a nc e
performance relative to a direct investment in the underlying index.
U pside Sc e na rio
The underlying index increases in value, and, at maturity, the securities redeem for the stated
principal amount of $1,000 plus 300% of the index percent increase.
Pa r Sc e na rio
The underlying index declines in value by no more than 20%, and, at maturity, the securities redeem
for the stated principal amount of $1,000.
Dow nside Sc e na rio
The underlying index declines in value by more than 20%, and, at maturity, the securities redeem for
less than the stated principal amount by an amount that is proportionate to the percentage decrease
of the underlying index from the initial index value, plus the buffer amount of 20%. (Example: if the
underlying index decreases in value by 50%, the securities will redeem for $700.00, or 70.00% of the
stated principal amount.) The minimum payment at maturity is $200 per security.

March 2019
Page 3
Morgan Stanley Finance LLC
Accelerated Return Securities Based on the Value of the EURO STOXX 50® Index due March 27, 2024
Principal at Risk Securities

How the Securities Work

Pa yoff Dia gra m

The payoff diagram below illustrates the payment at maturity on the securities based on the following terms:

St a t e d princ ipa l a m ount :
$1,000 per security
Le ve ra ge fa c t or:
300%
Buffe r a m ount :
20%
M a x im um pa ym e nt a t
None
m a t urit y:
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M inim um pa ym e nt a t
$200 per security
m a t urit y:

Se c urit ie s Pa yoff Dia gra m

H ow it w ork s

Upside Scenario. If the final index value is greater than the initial index value, investors will receive the $1,000 stated
principal amount plus 300% of the appreciation of the underlying index over the term of the securities.

If the underlying index appreciates 2%, the investor would receive a 6.00% return, or $1,060.00 per security.

Par Scenario. If the final index value is less than or equal to the initial index value but has decreased from the initial index
value by an amount less than or equal to the buffer amount of 20%, investors will receive the stated principal amount of $1,000
per security.

If the underlying index depreciates 5%, investors will receive the $1,000 stated principal amount.

Dow nside Scenario. If the final index value is less than the initial index value and has decreased from the initial index
value by an amount greater than the buffer amount of 20%, investors will receive an amount that is less than the stated
principal amount by an amount that is proportionate to the percentage decrease of the value of the underlying index from the
initial index value, plus the buffer amount of 20%. The minimum payment at maturity is $200 per security.

March 2019
Page 4
Morgan Stanley Finance LLC
Accelerated Return Securities Based on the Value of the EURO STOXX 50® Index due March 27, 2024
Principal at Risk Securities

For example, if the underlying index depreciates 55%, investors would lose 35.00% of their principal and receive only $650
per security at maturity, or 65.00% of the stated principal amount.

March 2019
Page 5
Morgan Stanley Finance LLC
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Accelerated Return Securities Based on the Value of the EURO STOXX 50® Index due March 27, 2024
Principal at Risk Securities

Risk Factors

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

The securities do not pay interest and provide a minimum payment at maturity of only 20% of your
princ ipa l. The terms of the securities differ from those of ordinary debt securities in that the securities do not pay interest, and
provide a minimum payment at maturity of only 20% of the stated principal amount of the securities, subject to our credit risk. If
the final index value is less than 80% of the initial index value, you will receive for each security that you hold a payment at
maturity that is less than the stated principal amount of each security by an amount proportionate to the decline in the closing
value of the underlying index from the initial index value, plus $200 per security. Ac c ordingly, inve st ors m a y lose up t o
8 0 % of t he st a t e d princ ipa l a m ount of t he se c urit ie s.

The market price of the securities w ill be influenced by many unpredictable factors. Several factors, many of
which are beyond our control, will influence the value of the securities in the secondary market and the price at which MS &
Co. may be willing to purchase or sell the securities in the secondary market, including the value, volatility (frequency and
magnitude of changes in value) and dividend yield of the underlying index, interest and yield rates in the market, time remaining
until the securities mature, geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the
underlying index or equities markets generally and which may affect the final index value of the underlying index and any actual
or anticipated changes in our credit ratings or credit spreads. Generally, the longer the time remaining to maturity, the more the
market price of the securities will be affected by the other factors described above. The value of the underlying index may be,
and has recently been, volatile, and we can give you no assurance that the volatility will lessen. See "EURO STOXX 50® Index
Overview" below. You may receive less, and possibly significantly less, than the stated principal amount per security if you try
to sell your securities prior to maturity.

There are risks associated w ith investments in securities linked to the value of foreign equity
se c urit ie s. The securities 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 markets, governmental intervention in those markets and cross-shareholdings in companies in certain countries. Also,
there is generally 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 small number of securities and may be unable to respond effectively to
increases in trading volume, potentially 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 between countries.

The securities are subject to our credit risk, and any actual or anticipated changes to our credit ratings
or c re dit spre a ds m a y a dve rse ly a ffe c t t he m a rk e t va lue of t he se c urit ie s. You are dependent on our ability to
pay all amounts due on the securities at maturity and therefore you are subject to our credit risk. If we default on our
obligations under the securities, your investment would be at risk and you could lose some or all of your investment. As a
result, the market value of the securities prior to maturity will be affected by changes in the market's view of our
creditworthiness. Any actual or anticipated decline in our credit ratings or increase in the credit spreads charged by the market
for taking our credit risk is likely to adversely affect the market value of the securities.

As a finance subsidiary, MSFL has no independent operations and w ill have no independent assets. As a
finance subsidiary, MSFL has no independent operations beyond the issuance and administration of its securities and will have
no independent assets available for distributions to holders of MSFL securities if they make claims in respect of such securities
in a bankruptcy, resolution or similar proceeding. Accordingly, any recoveries by such holders will be limited to those available
under the related guarantee by Morgan Stanley and that guarantee will rank pari passu with all other unsecured,
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unsubordinated obligations of Morgan Stanley. Holders will have recourse only to a single claim against Morgan Stanley and its
assets under the guarantee. Holders of securities issued by MSFL should accordingly assume that in any such proceedings
they would not have any priority over and should be treated pari passu with the claims of other unsecured, unsubordinated
creditors of Morgan Stanley, including holders of Morgan Stanley-issued securities.

March 2019
Page 6
Morgan Stanley Finance LLC
Accelerated Return Securities Based on the Value of the EURO STOXX 50® Index due March 27, 2024
Principal at Risk Securities

The amount payable on the securities is not linked to the value of the underlying index at any time other
t ha n t he va lua t ion da t e . The final index value will be based on the index closing value on the valuation date, subject to
postponement for non-index business days and certain market disruption events. Even if the value of the underlying index
appreciates prior to the valuation date but then drops by the valuation date by more than 20% of the initial index value, the
payment at maturity will be less, and may be significantly less, than it would have been had the payment at maturity been
linked to the value of the underlying index prior to such drop. Although the actual value of the underlying index on the stated
maturity date or at other times during the term of the securities may be higher than the index closing value on the valuation
date, the payment at maturity will be based solely on the index closing value on the valuation date.

Investing in the securities is not equivalent to investing in the underlying index. Investing in the securities is
not equivalent to investing in the underlying index or its component stocks. As an investor in the securities, you will not have
voting rights or rights to receive dividends or other distributions or any other rights with respect to stocks that constitute the
underlying index.

The rate w e are w illing to pay for securities of this type, maturity and issuance size is likely to be low er
t ha n t he ra t e im plie d by our se c onda ry m a rk e t c re dit spre a ds a nd a dva nt a ge ous t o us. Bot h t he low e r
ra t e a nd t he inc lusion of c ost s a ssoc ia t e d w it h issuing, se lling, st ruc t uring a nd he dging t he se c urit ie s in
t he origina l issue pric e re duc e t he e c onom ic t e rm s of t he se c urit ie s, c a use t he e st im a t e d va lue of t he
se c urit ie s t o be le ss t ha n t he origina l issue pric e a nd w ill a dve rse ly a ffe c t se c onda ry m a rk e t pric e s.
Assuming no change in market conditions or any other relevant factors, the prices, if any, at which dealers, including MS & Co.,
may be willing to purchase the securities 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 will 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
well as other factors.

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

However, because the costs associated with issuing, selling, structuring and hedging the securities are not fully deducted upon
issuance, for a period of up to 6 months following the issue date, to the extent that MS & Co. may buy or sell the securities in
the secondary market, absent changes in market conditions, including those related to the underlying index, 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 will also be reflected in your brokerage account statements.

Adjustments to the underlying index could adversely affect the value of the securities. The underlying index
publisher may add, delete or substitute the stocks constituting the underlying index or make other methodological changes that
could change the value of the underlying index. The underlying index publisher may discontinue or suspend calculation or
publication of the underlying index at any time. In these circumstances, the calculation agent will have the sole discretion to
substitute a successor index that is comparable to the discontinued underlying index and is not precluded from considering
indices that are calculated and published by the calculation agent or any of its affiliates. If the calculation agent determines that
there is no appropriate successor index, the payment at maturity on the securities will be an amount based on the closing
prices at maturity of the securities composing the underlying index at the time of such discontinuance, without rebalancing or
substitution, computed by the calculation agent in accordance with the formula for calculating the underlying index last in effect
prior to discontinuance of the underlying index.

The estimated value of the securities is determined by reference to our pricing and valuation models,
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w hic h m a y diffe r from t hose of ot he r de a le rs a nd is not a m a x im um or m inim um se c onda ry m a rk e t pric e .
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 securities, our models may yield a higher estimated value of the securities than those generated by others,
including other dealers in the market, if they attempted to value the securities. 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 willing to purchase your
securities in the secondary market (if any exists) at any time. The value of your securities at any time after the date of this
document will vary based on many factors that cannot be predicted with accuracy, including our creditworthiness and changes
in market conditions. See also "The market price of the securities will be influenced by many unpredictable factors" above.

The securities w ill not be listed on any securities exchange and secondary trading may be limited. The
securities will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the securities.
MS & Co. may, but is not obligated to, make a market in the securities and, if it once chooses to make a market, may cease
doing so at any time. When it does make a market, it will generally do so for transactions of routine secondary market size at
prices based on its estimate of the current value of the securities, 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

March 2019
Page 7
Morgan Stanley Finance LLC
Accelerated Return Securities Based on the Value of the EURO STOXX 50® Index due March 27, 2024
Principal at Risk Securities

likelihood that it will be able to resell the securities. Even if there is a secondary market, it may not provide enough liquidity to
allow you to trade or sell the securities easily. Since other broker-dealers may not participate significantly in the secondary
market for the securities, the price at which you may be able to trade your securities is likely to depend on the price, if any, at
which MS & Co. is willing to transact. If, at any time, MS & Co. were to cease making a market in the securities, it is likely that
there would be no secondary market for the securities. Accordingly, you should be willing to hold your securities to maturity.

The calculation agent, w hich is a subsidiary of Morgan Stanley and an affiliate of MSFL, w ill make
de t e rm ina t ions w it h re spe c t t o t he se c urit ie s. As calculation agent, MS & Co. has determined the initial index value,
will determine the final index value and will calculate the amount of cash you receive at maturity. Moreover, certain
determinations made by MS & Co., in its capacity as calculation agent, may require it to exercise discretion and make
subjective judgments, such as with respect to the occurrence or non-occurrence of market disruption events and the selection
of a successor index or calculation of the final index value in the event of a market disruption event or discontinuance of the
underlying index. These potentially subjective determinations may adversely affect the payout to you at maturity. For further
information regarding these types of determinations, see "Description of PLUS--Postponement of Valuation Date(s)" and "--
Calculation Agent and Calculations" and related definitions in the accompanying product supplement. In addition, MS & Co. has
determined the estimated value of the securities on the pricing date.

Hedging and trading activity by our affiliates could potentially adversely affect the value of the
se c urit ie s. One or more of our affiliates and/or third-party dealers have carried out, and will continue to carry out, hedging
activities related to the securities (and possibly to other instruments linked to the underlying index or its component stocks),
including trading in the stocks that constitute the underlying index as well as in other instruments related to the underlying
index. As a result, these entities may be unwinding or adjusting hedge positions during the term of the securities, and the
hedging strategy may involve greater and more frequent dynamic adjustments to the hedge as the valuation date approaches.
Some of our affiliates also trade the stocks that constitute the underlying index and other financial instruments related to the
underlying index on a regular basis as part of their general broker-dealer and other businesses. Any of these hedging or trading
activities on or prior to the pricing date could have increased the initial index value, and, therefore, could have increased the
value at or above which the underlying index must close on the valuation date so that investors do not suffer a loss on their
initial investment in the securities. Additionally, such hedging or trading activities during the term of the securities, including on
the valuation date, could adversely affect the closing value of the underlying index on the valuation date, and, accordingly, the
amount of cash an investor will receive at maturity.

The U.S. federal income tax consequences of an investment in the securities are uncertain. Please read
the discussion under "Additional Information--Tax considerations" in this document and the discussion under "United States
Federal Taxation" in the accompanying product supplement for PLUS (together, the "Tax Disclosure Sections") concerning the
https://www.sec.gov/Archives/edgar/data/895421/000095010319003691/dp104073_424b2-ps1744.htm[3/26/2019 1:45:36 PM]

U.S. federal income tax consequences of an investment in the securities. If the Internal Revenue Service (the "IRS") were
successful in asserting an alternative treatment, the timing and character of income on the securities might differ significantly
from the tax treatment described in the Tax Disclosure Sections. For example, under one possible treatment, the IRS could
seek to recharacterize the securities as debt instruments. In that event, U.S. Holders would be required to accrue into income
original issue discount on the securities every year at a "comparable yield" determined at the time of issuance and recognize all
income and gain in respect of the securities as ordinary income. Additionally, as discussed under "United States Federal
Taxation--FATCA" in the accompanying product supplement for PLUS, the withholding rules commonly referred to as "FATCA"
would apply to the securities if they were recharacterized as debt instruments. However, recently proposed regulations (the
preamble to which specifies that taxpayers are permitted to rely on them pending finalization) eliminate the withholding
requirement on payments of gross proceeds of a taxable disposition. The risk that financial instruments providing for buffers,
triggers or similar downside protection features, such as the securities, would be recharacterized as debt is greater than the
risk of recharacterization for comparable financial instruments that do not have such features. We do not plan to request a
ruling from the IRS regarding the tax treatment of the securities, and the IRS or a court may not agree with the tax treatment
described in the Tax Disclosure Sections.

In 2007, the U.S. Treasury Department and the IRS released a notice requesting comments on the U.S. federal income tax
treatment of "prepaid forward contracts" and similar instruments. The notice focuses in particular on whether to require holders
of these instruments to accrue income over the term of their investment. It also asks for comments on a number of related
topics, including the character of income or loss with respect to these instruments; whether short-term instruments should be
subject to any such accrual regime; the relevance of factors such as the exchange-traded status of the instruments and the
nature of the underlying property to which the instruments are linked; the degree, if any, to which income (including any
mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these instruments are or
should be subject to the "constructive ownership" rule, which very generally can operate to recharacterize certain long-term
capital gain as ordinary income and impose an interest charge. While the notice requests comments on appropriate transition
rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could
materially and adversely affect the tax consequences of an investment in the securities, possibly with retroactive effect. Both
U.S. and Non-U.S. Holders should consult their tax advisers regarding the U.S. federal income tax consequences of an
investment in the securities, including

March 2019
Page 8
Morgan Stanley Finance LLC
Accelerated Return Securities Based on the Value of the EURO STOXX 50® Index due March 27, 2024
Principal at Risk Securities

possible alternative treatments, the issues presented by this notice and any tax consequences arising under the laws of any
state, local or non-U.S. taxing jurisdiction.

March 2019
Page 9
Morgan Stanley Finance LLC
Accelerated Return Securities Based on the Value of the EURO STOXX 50® Index due March 27, 2024
Principal at Risk Securities

EURO STOXX 50® Index Overview

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 all market sectors. For additional information about the EURO STOXX 50® Index, see the
information set forth under "EURO STOXX 50® Index" in the accompanying index supplement.

Information as of market close on March 22, 2019:
https://www.sec.gov/Archives/edgar/data/895421/000095010319003691/dp104073_424b2-ps1744.htm[3/26/2019 1:45:36 PM]

Bloom be rg T ic k e r Sym bol:
SX5E
Curre nt I nde x V a lue :
3,305.73
5 2 We e k s Ago:
3,348.19
5 2 We e k H igh (on
3,592.18
5 /1 7 /2 0 1 8 ):
5 2 We e k Low (on
2,937.36
1 2 /2 7 /2 0 1 8 ):

The following graph sets forth the daily index closing values of the underlying index for each quarter in the period from January 1,
2014 through March 22, 2019. The related table sets forth the published high and low closing values, as well as end-of-quarter
closing values, of the underlying index for each quarter in the same period. The index closing value of the underlying index on
March 22, 2019 was 3,305.73. We obtained the information in the table and graph below from Bloomberg Financial Markets,
without independent verification. The underlying index has at times experienced periods of high volatility. You should not take the
historical values of the underlying index as an indication of its future performance, and no assurance can be given as to the index
closing value of the underlying index on the valuation date.

EU RO ST OX X 5 0 ® I nde x Da ily I nde x Closing V a lue s
J a nua ry 1 , 2 0 1 4 t o M a rc h 2 2 , 2 0 1 9

March 2019
Page 10
Morgan Stanley Finance LLC
Accelerated Return Securities Based on the Value of the EURO STOXX 50® Index due March 27, 2024
Principal at Risk Securities

EU RO ST OX X 5 0 ® I nde x
H igh
Low
Pe riod End
2 0 1 4

First Quarter
3,172.43
2,962.49
3,161.60
Second Quarter
3,314.80
3,091.52
3,228.24
Third Quarter
3,289.75
3,006.83
3,225.93
Fourth Quarter
3,277.38
2,874.65
3,146.43
2 0 1 5

https://www.sec.gov/Archives/edgar/data/895421/000095010319003691/dp104073_424b2-ps1744.htm[3/26/2019 1:45:36 PM]

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