Bond Morgan Stanley Financial 0% ( US61770E7452 ) in USD

Morgan Stanley Financial

14.47 % ▼

United States

US61770E7452 ( in USD )

22/01/2027

Prospectus brochure of the bond Morgan Stanley Finance US61770E7452 en USD 0%, maturity 22/01/2027

1 000 USD

3 853 000 USD

61770E745

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 US61770E7452, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 22/01/2027

The Bond issued by Morgan Stanley Financial ( United States ) , in USD, with the ISIN code US61770E7452, was rated NR by Moody's credit rating agency.

424B2 1 dp119466_424b2-ps3191.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price

Amount of Registration Fee
Buffer GEARS due 2027

$3,853,000

$500.12

Pricing Supplement No. 3,191

Registration Statement Nos. 333-221595; 333-221595-
01
Dated January 17, 2020
Filed Pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC $3,853,000 Buffer GEARS
Linked to the S&P 500® Index due January 22, 2027
Fully a nd U nc ondit iona lly Gua ra nt e e d by M orga n St a nle y
Principal at Risk Securities
I nve st m e nt De sc ript ion
These Buffer GEARS (the "Securities") are unsecured and unsubordinated debt securities issued by Morgan Stanley Finance LLC
("MSFL") and fully and unconditionally guaranteed by Morgan Stanley with returns linked to the performance of the S&P 500®
Index (the "Underlying"). If the Underlying Return is positive, MSFL will repay the Principal Amount at maturity plus pay a return
equal to the Upside Gearing of 1.4264 times the Underlying Return. If the Underlying Return is equal to or less than zero but the
Final Underlying Level is greater than or equal to the Downside Threshold (90% of the Initial Underlying Level), MSFL will repay
the full Principal Amount at maturity. However, if the Underlying Return is less than zero and the Final Underlying Level is less
than the Downside Threshold, MSFL will pay less than the full Principal Amount at maturity, resulting in a loss of principal to
investors of 1% for every 1% decline beyond the Buffer of 10%. These long-dated Securities are designed for investors who seek
an opportunity to earn an equity index-based return and who are willing to incur a loss on their Principal Amount and forgo current
income in exchange for the enhanced growth potential and the 10% Buffer features that in each case apply at maturity, as
described herein. I nve st ing in t he Se c urit ie s involve s signific a nt risk s. Y ou w ill not re c e ive int e re st or divide nd
pa ym e nt s during t he t e rm of t he Se c urit ie s. Y ou m a y lose up t o 9 0 % of your Princ ipa l Am ount . T he
Dow nside T hre shold is obse rve d re la t ive t o t he Fina l U nde rlying Le ve l only on t he Fina l V a lua t ion Da t e , a nd
t he dow nside e x posure t o t he U nde rlying is buffe re d only if you hold t he Se c urit ie s t o m a t urit y.
Ac c ordingly, you m a y re c e ive signific a nt ly le ss t ha n t he Princ ipa l Am ount if you a re a ble t o se ll t he
Se c urit ie s prior t o m a t urit y e ve n if t he I nde x ha s not de c line d by m ore t ha n t he 1 0 % Buffe r.
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.
Fe a t ure s
K e y Da t e s
Enhanced Grow th Potential: If the Underlying Return is greater than Strike Date
January 13, 2020
zero, the Upside Gearing will provide leveraged exposure to the positive
Trade Date
January 17, 2020
performance of the Underlying, and MSFL will pay the Principal Amount
Settlement Date
January 22, 2020
at maturity plus pay a return equal to the Underlying Return multiplied by
Final Valuation Date*
January 13, 2027
the Upside Gearing. If the Underlying Return is negative, investors may
Maturity Date*
January 22, 2027
be exposed to the negative Underlying Return at maturity.
* Subject to postponement in the event of a Market
Buffered Dow nside Market Exposure: If the Underlying Return is
Disruption Event or for non-Index Business Days.
equal to or less than zero but the Final Underlying Level is greater than
See "Postponement of Final Valuation Date and
or equal to the Downside Threshold, MSFL will repay the Principal
Maturity Date" under "Additional Terms of the
Amount at maturity. However, if the Final Underlying Level is less than
Securities."
the Downside Threshold, MSFL will pay less than the full Principal
Amount at maturity, resulting in a loss of principal to investors that is
equal to the Underlying's decline in excess of the Buffer of 10%.
Accordingly, you could lose up to 90% of your Principal Amount. The
Downside Threshold is observed relative to the Final Underlying Level
only on the Final Valuation Date, and the downside exposure is buffered
only if you hold the Securities to maturity. Accordingly, you may receive
significantly less than the Principal Amount if you sell the Securities prior
to maturity even if the Underlying has not declined by more than the
10% Buffer. Any payment on the Securities, including any repayment of
principal, is subject to our creditworthiness.
N OT I CE T O I N V EST ORS: T H E SECU RI T I ES ARE SI GN I FI CAN T LY RI SK I ER T H AN CON V EN T I ON AL DEBT
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I N ST RU M EN T S. T H E SECU RI T I ES DO N OT GU ARAN T EE T H E REPAY M EN T OF T H E FU LL PRI N CI PAL
AM OU N T AT M AT U RI T Y , AN D T H E SECU RI T I ES H AV E DOWN SI DE M ARK ET RI SK SI M I LAR T O T H E
U N DERLY I N G, SU BJ ECT T O T H E BU FFER AT M AT U RI T Y . T H I S M ARK ET RI SK I S I N ADDI T I ON T O T H E
CREDI T RI SK I N H EREN T I N PU RCH ASI N G OU R DEBT OBLI GAT I ON S. Y OU SH OU LD N OT PU RCH ASE T H E
SECU RI T I ES I F Y OU DO N OT U N DERST AN D OR ARE N OT COM FORT ABLE WI T H T H E SI GN I FI CAN T RI SK S
I N V OLV ED I N I N V EST I N G I N T H E SECU RI T I ES. T H E SECU RI T I ES WI LL N OT BE LI ST ED ON AN Y SECU RI T I ES
EX CH AN GE.
Y OU SH OU LD CAREFU LLY CON SI DER T H E RI SK S DESCRI BED U N DER "K EY RI SK S" BEGI N N I N G ON PAGE 5
OF T H I S PRI CI N G SU PPLEM EN T I N CON N ECT I ON WI T H Y OU R PU RCH ASE OF T H E SECU RI T I ES. EV EN T S
RELAT I N G T O AN Y OF T H OSE RI SK S, OR OT H ER RI SK S AN D U N CERT AI N T I ES, COU LD ADV ERSELY AFFECT
T H E M ARK ET V ALU E OF, AN D T H E RET U RN ON , Y OU R SECU RI T I ES. Y OU COU LD LOSE U P T O 9 0 % OF
Y OU R I N I T I AL I N V EST M EN T .
Se c urit y Offe ring
We are offering Buffer GEARS Linked to the S&P 500® Index. The Securities are not subject to a predetermined maximum gain
and, accordingly, any return at maturity will be determined by the performance of the Underlying. The Securities are offered at a
minimum investment of 100 Securities at the Price to Public described below.
I nit ia l
U pside
U nde rlying

U nde rlying
Ge a ring Dow nside T hre shold Buffe r
Le ve l
CU SI P
I SI N
2,959.32, which is
approximately 90% of
S&P 500® Index
1.4264
10%
3,288.13
61770E745
US61770E7452
the Initial Underlying
Level
Se e "Addit iona l I nform a t ion a bout M orga n St a nle y, M SFL a nd t he Se c urit ie s" on pa ge 2 . T he Se c urit ie s w ill
ha ve t he t e rm s se t fort h in t he a c c om pa nying prospe c t us, prospe c t us supple m e nt a nd inde x supple m e nt
a nd t his pric ing supple m e nt .
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these Securities or
passed upon the adequacy or accuracy of this pricing supplement or the accompanying prospectus supplement, index supplement
or prospectus. Any representation to the contrary is a criminal offense. The Securities are not deposits or savings accounts and are
not insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality, nor are they
obligations of, or guaranteed by, a bank.
Est im a t e d va lue on t he T ra de Da t e $9.547 per Security. See "Additional Information about Morgan Stanley, MSFL and
the Securities" on page 2.
U nde rw rit ing

Pric e t o Public
Disc ount (1)
Proc e e ds t o U s(2)
Per Security
$10.00
$0.30
$9.70
Total
$3,853,000
$115,590
$3,737,410
(1) UBS Financial Services Inc., acting as dealer, will receive from Morgan Stanley & Co. LLC, the agent, a fixed sales commission of $0.30 for
each Security it sells. For more information, please see "Supplemental Plan of Distribution; Conflicts of Interest" on page 20 of this pricing
supplement.
(2) See "Use of Proceeds and Hedging" on page 19.
The agent for this offering, Morgan Stanley & Co. LLC, is our affiliate and a wholly owned subsidiary of Morgan Stanley. See "Supplemental
Plan of Distribution; Conflicts of Interest" beginning on page 20 of this pricing supplement.
Morgan Stanley
UBS Financial Services Inc.

Addit iona l I nform a t ion a bout M orga n St a nle y, M SFL a nd t he Se c urit ie s
Morgan Stanley and MSFL have filed a registration statement (including a prospectus, as supplemented by a prospectus
supplement and an index supplement) with the SEC for the offering to which this communication relates. In connection with your
investment, you should read the prospectus in that registration statement, the prospectus supplement, the index supplement and
any other documents relating to this offering that Morgan Stanley and MSFL have filed with the SEC for more complete information
about Morgan Stanley, MSFL and this offering. You may get these documents for free by visiting EDGAR on the SEC website
at.www.sec.gov. Alternatively, Morgan Stanley, MSFL, any underwriter or any dealer participating in this offering will arrange to
send you the prospectus, the prospectus supplement and the index supplement if you so request by calling toll-free 1-(800)-584-
6837.

You may access the accompanying prospectus supplement, index supplement and prospectus on the SEC website at.www.sec.gov
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as follows:

Prospectus supplement dated November 16, 2017:
https://www.sec.gov/Archives/edgar/data/895421/000095010317011241/dp82788_424b2-seriesa.htm

Index supplement dated November 16, 2017:
https://www.sec.gov/Archives/edgar/data/895421/000095010317011283/dp82797_424b2-indexsupp.htm

Prospectus dated November 16, 2017:
https://www.sec.gov/Archives/edgar/data/895421/000095010317011237/dp82798_424b2-base.htm

References to "MSFL" refer only to MSFL, references to "Morgan Stanley" refer only to Morgan Stanley and references to "we,"
"our" and "us" refer to MSFL and Morgan Stanley collectively. In this document, the "Securities" refers to the Buffer GEARS that are
offered hereby. Also, references to the accompanying "prospectus", "prospectus supplement" and "index supplement" mean the
prospectus filed by MSFL and Morgan Stanley dated November 16, 2017, the prospectus supplement filed by MSFL and Morgan
Stanley dated November 16, 2017 and the index supplement filed by MSFL and Morgan Stanley dated November 16, 2017,
respectively.

You should rely only on the information incorporated by reference or provided in this pricing supplement or the accompanying
prospectus supplement, index supplement and prospectus. We have not authorized anyone to provide you with different
information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume
that the information in this pricing supplement or the accompanying prospectus supplement, index supplement and prospectus is
accurate as of any date other than the date on the front of this document.

The Issue Price of each Security is $10. 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 Trade Date is less than $10.
We estimate that the value of each Security on the Trade Date is $9.547.

What goes into the estimated value on the Trade Date?

In valuing the Securities on the Trade Date, we take into account that the Securities comprise both a debt component and a
performance-based component linked to the Underlying. The estimated value of the Securities is determined using our own pricing
and valuation models, market inputs and assumptions relating to the Underlying, instruments based on the Underlying, 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 Upside Gearing, the Downside Threshold and the Buffer, 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 Trade 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, may vary from, and be lower than, the estimated value on the Trade 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 10 months following the
Settlement 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, 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. currently intends, 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.

2

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I nve st or Suit a bilit y

T he Se c urit ie s m a y be suit a ble for you if:
T he Se c urit ie s m a y not be suit a ble for you if:
You fully understand the risks inherent in an investment in
You do not fully understand the risks inherent in an
the Securities, including the risk of loss of up to 90% of
investment in the Securities, including the risk of loss of up
your Principal Amount.
to 90% of your Principal Amount.

You can tolerate the loss of up to 90% of your Principal
You cannot tolerate the loss of up to 90% of your Principal
Amount and you are willing to make an investment that has
Amount and you are not willing to make an investment that
similar downside market risk as the Underlying, subject to
has similar downside market risk as the Underlying, subject
the Buffer at maturity.
to the Buffer at maturity.

You believe the Underlying will appreciate over the term of
You seek an investment that guarantees a full return of
the Securities.
principal at maturity.

You can tolerate fluctuations in the value of the Securities
You believe that the level of the Underlying will decline
prior to maturity that may be similar to or exceed the
during the term of the Securities and is likely to close below
downside fluctuations in the level of the Underlying.
the Downside Threshold on the Final Valuation Date.

You are willing to hold the Securities to maturity, as set
You prefer the lower risk, and therefore accept the
forth on the cover of this pricing supplement, and accept
potentially lower returns, of conventional debt securities
that there may be little or no secondary market for the
with comparable maturities issued by us or another issuer
Securities.
with a similar credit rating.

You understand and are willing to accept the risks
You cannot tolerate fluctuations in the value of the
associated with the Underlying.
Securities prior to maturity that may be similar to or exceed

the downside fluctuations in the level of the Underlying.
You do not seek current income from your investment and

are willing to forego dividends paid on the constituent stocks You seek current income from this investment or prefer to
of the Underlying.
receive the dividends paid on the constituent stocks of the

Underlying.
You are willing to assume our credit risk, and understand

that if we default on our obligations you may not receive
You are unable or unwilling to hold the Securities to
any amounts due to you including any repayment of
maturity, as set forth on the cover of this pricing
principal.
supplement, or you seek an investment for which there will

be an active secondary market.

You do not understand or are not willing to accept the risks
associated with the Underlying.

You are not willing or are unable to assume the credit risk
associated with us for any payment on the Securities,
including any repayment of principal.

T he inve st or suit a bilit y c onside ra t ions ide nt ifie d a bove a re not e x ha ust ive . Whe t he r or not t he Se c urit ie s
a re a suit a ble inve st m e nt for you w ill de pe nd on your individua l c irc um st a nc e s, a nd you should re a c h a n
inve st m e nt de c ision only a ft e r you a nd your inve st m e nt , le ga l, t a x , a c c ount ing a nd ot he r a dvisors ha ve
c a re fully c onside re d t he suit a bilit y of a n inve st m e nt in t he Se c urit ie s in light of your pa rt ic ula r
c irc um st a nc e s. Y ou should a lso re vie w c a re fully t he se c t ions e nt it le d "K e y Risk s" be ginning on pa ge 5 of
t his pric ing supple m e nt a nd "Risk Fa c t ors" be ginning on pa ge 7 of t he a c c om pa nying prospe c t us for risk s
re la t e d t o a n inve st m e nt in t he Se c urit ie s. For m ore inform a t ion a bout t he U nde rlying, se e t he inform a t ion
se t fort h unde r "S& P 5 0 0 ® I nde x " on pa ge 1 4 .

3

Fina l T e rm s
I nve st m e nt T im e line
Issuer
Morgan Stanley Finance LLC

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Guarantor
Morgan Stanley
The Initial Underlying Level and Downside
Issue Price (per
$10.00 per Security
Threshold were determined. The Upside
St rik e Da t e
Security)
Gearing was determined on the Trade
Principal Amount
$10.00 per Security
Date.
Term
7 years

Underlying
S&P 500® Index
Payment at MaturityMSFL will pay you a cash payment at

maturity linked to the performance of the
The Final Underlying Level and
(per Security)
Underlying during the term of the Securities.
Underlying Return are determined as of
the Final Valuation Date.
I f t he U nde rlying Re t urn is gre a t e r
t ha n ze ro, MSFL will pay you an amount
I f t he U nde rlying Re t urn is
calculated as follows:
posit ive , MSFL will pay you a cash
amount at maturity equal to:
$10 + ($10 × Underlying Return × Upside
Gearing)
$10 + ($10 × Underlying Return ×
Upside Gearing)
I f t he U nde rlying Re t urn is e qua l t o
or le ss t ha n ze ro but t he Fina l
per Security.
U nde rlying Le ve l is gre a t e r t ha n or
I f t he U nde rlying Re t urn is
e qua l t o t he Dow nside T hre shold,
M a t urit y Da t e
be t w e e n 0 % a nd -1 0 % , inclusive,
MSFL will pay you the $10 Principal
MSFL will pay you $10.00 cash per
Amount.
Security.
I f t he Fina l U nde rlying Le ve l is le ss
I f t he U nde rlying Re t urn is le ss
t ha n t he Dow nside T hre shold, MSFL
t ha n
will pay you an amount calculated as
-1 0 % , MSFL will pay you a cash amount
follows:
at maturity equal to:
$10 + [$10 × (Underlying Return +
$10 + [$10 × (Underlying Return + 10%)]
Buffer)]
per Security. Y ou c ould lose up t o
In this case, you could lose up to 90% of
9 0 % of your Princ ipa l Am ount .
your Principal Amount at maturity in an
amount proportionate to the Underlying's
decline in excess of the Buffer.
Upside Gearing
1.4264
Downside
2,959.32, which is approximately 90% of
Threshold:
the Initial Underlying Level
Buffer
10%
Underlying Return
Final Underlying Level Initial Underlying
Level
Initial Underlying Level
Initial Underlying
3,288.13, which is the Closing Level on the
Level
Strike Date.
Final Underlying
The Closing Level on the Final Valuation
Level
Date
Strike Date
January 13, 2020
Trade Date
January 17, 2020
Settlement Date
January 22, 2020
Final Valuation
January 13, 2027*
Date
Maturity Date
January 22, 2027*
CUSIP / ISIN
61770E745 / US61770E7452
Calculation Agent
Morgan Stanley & Co. LLC ("MS & Co.")
*Subject to postponement in the event of a Market Disruption
Event or for non-Trading Days. See "Postponement of Final
Valuation Date and Maturity Date" under "Additional Terms of
the Securities."
I N V EST I N G I N T H E SECU RI T I ES I N V OLV ES SI GN I FI CAN T RI SK S. Y OU M AY LOSE U P T O 9 0 % OF Y OU R
PRI N CI PAL AM OU N T . AN Y PAY M EN T ON T H E SECU RI T I ES I S SU BJ ECT T O OU R CREDI T WORT H I N ESS. I F
WE WERE T O DEFAU LT ON OU R PAY M EN T OBLI GAT I ON S, Y OU M AY N OT RECEI V E AN Y AM OU N T S OWED
T O Y OU U N DER T H E SECU RI T I ES AN D Y OU COU LD LOSE Y OU R EN T I RE I N V EST M EN T .
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4

K e y Risk s
An investment in the Securities involves significant risks. Some of the risks that apply to the Securities are summarized here, but
we urge you to also read the "Risk Factors" section of the accompanying prospectus. You should also consult your investment,
legal, tax, accounting and other advisers in connection with your investment in the Securities.

Your investment in the Securities may result in a loss of up to 90% of your Principal Amount. The terms of
the Securities differ from those of ordinary debt securities in that we will not pay interest or guarantee the payment of the full
Principal Amount at maturity. MSFL will repay the full $10 Principal Amount per Security only if the Underlying's percentage
decline is not more than 10%, and will make such payment only at maturity. If the Underlying's percentage decline exceeds
10%, the payout at maturity will be an amount in cash that is less than the $10 Principal Amount of each Security by an
amount proportionate to the Underlying's percentage decline in excess of the 10% Buffer. Accordingly, you could lose up to
90% of your Principal Amount.

You may incur a loss on your investment if you sell your Securities prior to maturity. The 10% Buffer applies
only at maturity. You should be willing to hold your Securities to maturity. If you are able to sell your Securities prior to maturity
in the secondary market, you may have to sell them at a loss relative to your initial investment even if the Underlying has not
declined by more than the Buffer.

The Upside Gearing applies only at maturity. You should be willing to hold your Securities to maturity. If you are able
to sell your Securities prior to maturity in the secondary market, the price you receive will likely not reflect the full economic
value of the Upside Gearing or the Securities themselves, and the return you realize may be less than 1.4264 times the return
of the Underlying at the time of sale even if such return is positive. You can receive the full benefit of the Upside Gearing only
if you hold your Securities to maturity.

No interest payments. MSFL will not make any interest payments in respect to the Securities.

The Securities are subject to our credit risk, and any actual or anticipated changes to our credit ratings
or our 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, if any, 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 our 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,
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.

The market price of the Securities may 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 (if at all), including:

o
the value of the Underlying at any time,

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

o
dividend rates on the securities included in the Underlying,

o
interest and yield rates in the market,

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o
geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the Underlying or stock
markets generally and which may affect the Final Underlying Level,

o
the time remaining until the Securities mature, and

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

Some or all of these factors will influence the terms of the Securities at the time of issuance and the price that you will receive
if you are able to sell your Securities prior to maturity, as the Securities are comprised of both a debt component and a
performance-based component linked to the Underlying, and these are the types of factors that also generally affect the values
of debt securities and derivatives linked to the Underlying. 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. For example, you may have to sell your
Securities at a substantial discount from the principal amount of $10 per Security if the value of the Underlying at the time of
sale is at, below or moderately above its Initial Underlying Level or if market interest rates rise. You cannot predict the future
performance of the Underlying based on its historical performance. If the Underlying Return is less than -10%, you will receive
at maturity an amount that is less (and that could be significantly less) than the $10 Principal Amount of each Security by an
amount proportionate to the Underlying's decline in excess of 10%. There can be no assurance that there will be any positive
Underlying Return or that the Underlying's percentage decline will not be more than 10%. As a result, there can be no
assurance that you will receive at maturity an amount in excess of 10% of the Principal Amount of the Securities.

The probability that the Final Underlying Level w ill be less than the Dow nside Threshold w ill depend on
t he vola t ilit y of t he U nde rlying. "Volatility" refers to the frequency and magnitude of changes in the level of the
Underlying. Higher expected volatility with

5

respect to the Underlying as of the Trade Date generally indicates a greater chance as of that date that the Final Underlying
Level will be less than the Downside Threshold, which would result in a loss of some or a significant portion of your investment
at maturity. However, the Underlying's volatility can change significantly over the term of the Securities. The level of the
Underlying could fall sharply, resulting in a significant loss of principal. You should be willing to accept the downside market
risk of the Underlying and the potential loss of some or a significant portion of your investment at maturity.

The amount payable on the Securities is not linked to the level of the Underlying at any time other than
t he Fina l V a lua t ion Da t e . The Final Underlying Level will be based on the Closing Level of the Underlying on the Final
Valuation Date, subject to postponement for non-Index Business Days and certain Market Disruption Events. Even if the level
of the Underlying appreciates prior to the Final Valuation Date but then drops by the Final Valuation Date, the Payment at
Maturity may be significantly less than it would have been had the Payment at Maturity been linked to the level of the
Underlying prior to such drop. Although the actual level of the Underlying on the stated Maturity Date or at other times during
the term of the Securities may be higher than the Final Underlying Level, the Payment at Maturity will be based solely on the
Closing Level of the Underlying on the Final Valuation Date as compared to the Initial Underlying Level.

Investing in the Securities is not equivalent to investing in the Underlying or the stocks composing the
U nde rlying. Investing in the Securities is not equivalent to investing in the Underlying or the stocks that constitute the
Underlying. Investors in the Securities will not have voting rights or rights to receive dividends or other distributions or any other
rights with respect to the stocks that constitute the Underlying. Additionally, the Underlying is not a "total return" index, which,
in addition to reflecting the market prices of the stocks that constitute the Underlying, would also reflect dividends paid on such
stocks. The return on the Securities will not include such a total return feature.

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 I ssue 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 I ssue 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 Issue Price,
because secondary market prices will exclude the issuing, selling, structuring and hedging-related costs that are included in the
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.

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The inclusion of the costs of issuing, selling, structuring and hedging the Securities in the 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 10 months following the Settlement 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, 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.

The estimated value of the Securities is determined by reference to our pricing and valuation models,
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
Trade 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 pricing supplement 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 may be influenced by many
unpredictable factors" above.

Adjustments to the Underlying could adversely affect the value of the Securities. The Underlying Publisher of
the Underlying is responsible for calculating and maintaining the Underlying. The Underlying Publisher may add, delete or
substitute the stocks constituting the Underlying or make other methodological changes required by certain corporate events
relating to the stocks constituting the Underlying, such as stock dividends, stock splits, spin-offs, rights offerings and
extraordinary dividends, that could change the value of the Underlying. The underlying publisher may discontinue or suspend
calculation or publication of the Underlying at any time. In these circumstances, the Calculation Agent will have the sole
discretion to substitute a Successor Underlying that is comparable to the discontinued Underlying, and is permitted to consider
indices that are calculated and published by the Calculation Agent or any of its affiliates. Any of these actions could adversely
affect the value of the Underlying and, consequently, the value of the Securities.

¨
T he Se c urit ie s w ill not be list e d on a ny se c urit ie s e x c ha nge a nd se c onda ry t ra ding m a y be lim it e d The
Securities will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the
Securities. MS & Co. currently intends, 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 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

6

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.

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, including trading in the constituent stocks of the Underlying, futures or options contracts on
the Underlying or the constituent stocks of the Underlying, as well as other instruments related to the Underlying. 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 Final Valuation Date approaches. MS & Co. and
some of our other affiliates also trade the constituent stocks of the Underlying, in futures or options contracts on the constituent
stocks of the Underlying, as well as in other instruments related to the Underlying, 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 Strike Date could have
increased the Initial Underlying Level of the Underlying, and therefore, could have increased the level at or above which the
Underlying must close on the Final Valuation Date so that investors do not suffer a loss on their initial investment in the
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Securities. Additionally, such hedging or trading activities during the term of the Securities, including on the Final Valuation
Date, could adversely affect the Closing Value of the Underlying on the Final Valuation Date and, accordingly, the amount of
cash payable to an investor at maturity.

Potential conflict of interest. As Calculation Agent, MS & Co. has determined the Initial Underlying Level and the
Downside Threshold, will determine the Final Underlying Level and whether any Market Disruption Event has occurred and will
calculate the amount payable 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 Underlying or calculation of the Final Underlying
Level in the event of a discontinuance of the Underlying or a Market Disruption Event. These potentially subjective
determinations may adversely affect the payout to you at maturity. For further information regarding these types of
determinations, see "Additional Terms of the Securities--Postponement of Final Valuation Date and Maturity Date," "--
Discontinuance of the Underlying; Alteration of Method of Calculation" and "--Calculation Agent and Calculations" below. In
addition, MS & Co. has determined the estimated value of the Securities on the Trade Date.

Potentially inconsistent research, opinions or recommendations by Morgan Stanley, UBS or our or their
re spe c t ive a ffilia t e s. Morgan Stanley, UBS and our or their respective affiliates publish research from time to time on
financial markets and other matters that may influence the value of the Securities, or express opinions or provide
recommendations that are inconsistent with purchasing or holding the Securities. Any research, opinions or recommendations
expressed by Morgan Stanley, UBS or our or their respective affiliates may not be consistent with each other and may be
modified from time to time without notice. Investors should make their own independent investigation of the merits of investing
in the Securities and the Underlying to which the Securities are linked.

Uncertain tax treatment. Please note that the discussions in this pricing supplement concerning the U.S. federal income
tax consequences of an investment in the Securities supersede the discussions contained in the accompanying prospectus
supplement.

Subject to the discussion under "What Are the Tax Consequences of the Securities" in this pricing supplement, although there
is uncertainty regarding the U.S. federal income tax consequences of an investment in the Securities due to the lack of
governing authority, in the opinion of our counsel, Davis Polk & Wardwell LLP ("our counsel"), under current law, and based on
current market conditions, each Security should be treated as a single financial contract that is an "open transaction" for U.S.
federal income tax purposes.

If the Internal Revenue Service (the "IRS") were successful in asserting an alternative treatment for the Securities, the timing
and character of income on the Securities might differ significantly from the tax treatment described herein. For example, under
one possible treatment, the IRS could seek to recharacterize the Securities as debt instruments. In that event, U.S. Holders (as
defined below) 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.
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 this pricing supplement.

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. Holders (as defined below) 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.

Bot h U .S. a nd N on -U .S. H olde rs should re a d c a re fully t he disc ussion unde r "Wha t Are t he T a x
Conse que nc e s of t he Se c urit ie s" in t his pric ing supple m e nt a nd c onsult t he ir t a x a dvise rs re ga rding a ll
a spe c t s of t he U .S. fe de ra l t a x c onse que nc e s of a n inve st m e nt in t he Se c urit ie s a s w e ll a s a ny t a x
c onse que nc e s a rising unde r t he la w s of a ny st a t e , loc a l or non -U .S. t a x ing jurisdic t ion.
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7

H ypot he t ic a l Pa ym e nt s on t he Se c urit ie s a t M a t urit y
T he se e x a m ple s a re ba se d on hypot he t ic a l t e rm s. T he a c t ua l t e rm s a re se t fort h on t he c ove r of t his
doc um e nt .

The below scenario analysis and examples are provided for illustrative purposes only and are purely hypothetical. They do not
purport to be representative of every possible scenario concerning increases or decreases in the value of the Underlying relative to
the Initial Underlying Level. We cannot predict the Final Underlying Level or the Closing Level of the Underlying on any other day.
You should not take the scenario analysis and these examples as an indication or assurance of the expected performance of the
Underlying. The numbers set forth in the examples below have been rounded for ease of analysis. The following scenario analysis
and examples illustrate the Payment at Maturity for a $10.00 Principal Amount of Securities on a hypothetical offering of the
Securities.

The following scenario analysis and examples assume a hypothetical Initial Underlying Level of 2,000 and a hypothetical Downside
Threshold of 1,800 (90% of the hypothetical Initial Underlying Level) and reflect the Upside Gearing of 1.4264 and the 10% Buffer.
The actual Initial

Underlying Level and Downside Threshold are listed on the cover hereof and were determined on the Strike Date.

Ex a m ple 1 -- T he le ve l of t he U nde rlying inc re a se s from a n I nit ia l U nde rlying Le ve l of 2 ,0 0 0 t o a Fina l
U nde rlying Le ve l of 2 ,2 0 0 .

The Underlying Return is greater than zero and expressed as a formula:

Underlying Return = (2,200 2,000) / 2,000 = 10%

Payment at Maturity = $10 + [$10.00 × (10% × 1.4264)] = $11.4264

Because the Underlying Return is equal to 10.00%, for each $10.00 Principal Amount of Securities, MSFL will pay you $11.4264 at
maturity.

Ex a m ple 2 -- T he le ve l of t he U nde rlying de c re a se s from a n I nit ia l U nde rlying Le ve l of 2 ,0 0 0 t o a Fina l
U nde rlying Le ve l of 1 ,9 0 0 .

The Underlying Return is calculated as follows:

(1,900 2,000) / 2,000 = -5%

Because the Underlying Return is negative, but the Final Underlying Level is greater than or equal to the hypothetical Downside
Threshold, at maturity, for each $10.00 Principal Amount of Securities, MSFL will pay you the $10.00 Principal Amount (a zero
percent return on the Principal Amount) at maturity.

Ex a m ple 3 -- T he le ve l of t he U nde rlying de c re a se s from a n I nit ia l U nde rlying Le ve l of 2 ,0 0 0 t o a Fina l
U nde rlying Le ve l of 1 ,0 0 0 . The Underlying Return is calculated as follows:

(1,000 2,000) / 2,000 = -50%

Because the Underlying Return is negative and the Final Underlying Level is less than the hypothetical Downside Threshold, at
maturity, for each $10.00 Principal Amount of Securities, MSFL will pay you an amount equal to the Principal Amount reduced by
1% for every 1% by which the Underlying's percentage decline exceeds the 10% Buffer, and the Payment at Maturity is calculated
as follows:

$10.00 + [$10.00 × (Underlying Return + Buffer)]

= $10.00 + [$10.00 × (-50% + 10%)]

= $10.00 + [$10.00 × -40%]

= $10.00 - $4.00
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