Obbligazione Morgan Stanleigh 2.025% ( US61745EF221 ) in USD

Morgan Stanleigh

102.652 USD ⇌

Stati Uniti

US61745EF221 ( in USD )

2.025% per anno ( pagato 2 volte l'anno)

15/04/2026

Prospetto opuscolo dell'obbligazione Morgan Stanley US61745EF221 en USD 2.025%, scadenza 15/04/2026

1 000 USD

1 000 000 USD

61745EF22

A- ( Upper medium grade - Investment-grade )

A1 ( Upper medium grade - Investment-grade )

15/04/2026 ( In 124 giorni )

Morgan Stanley è una società globale di servizi finanziari che offre servizi di investimento bancario, gestione patrimoniale e trading a clienti istituzionali e privati.

The Obbligazione issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US61745EF221, pays a coupon of 2.025% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 15/04/2026

The Obbligazione issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US61745EF221, was rated A1 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US61745EF221, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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424B2 1 dp22102_424b2-ps738.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities
Maximum Aggregate
Amount of Registration

Offered
Offering Price
Fee
Senior Fixed Rate Conversion
$1,000,000
$116.10
Notes due 2026

April 2011

Pricing Supplement No. 738
Registration Statement No. 333-156423
Dated April 12, 2011
Filed pursuant to Rule 424(b)(2)
Senior Fixed Rate Conversion Notes due 2026
Fixed Rate Step-up Notes with Issuer Floating Rate Conversion Right

As further described below, and subject to our coupon conversion right, interest will accrue and be
payable on the notes quarterly, at a per annum rate equal to (i) Years 1 to 5: 5.00%, (ii) Years 6 to 10:
6.00%, and (iii) Years 11 to maturity: 7.00%. Beginning April 15, 2016, and quarterly thereafter, we
may elect to exercise our coupon conversion right, so that instead of paying the fixed rates described
above, for each interest payment following the conversion date, the notes will pay interest quarterly, in
arrears, at a floating rate equal to 3-month USD LIBOR plus 1.75% per annum, as reset quarterly. If
we decide to exercise our coupon conversion right, we will give you notice at least five (5) business
days before the conversion date. All payments on the notes, including the repayment of principal, are
subject to the credit risk of Morgan Stanley.
FINAL TERMS
General provisions

Issuer:
Morgan Stanley
CUSIP / ISIN:
61745EF22 / US61745EF221
Aggregate
$1,000,000
principal amount:

Issue price:
$1,000 per note
Stated principal
$1,000 per note
amount:

Pricing date:
April 12, 2011
Original issue
April 15, 2011 (3 business days after the pricing date)
date:

Maturity date:
April 15, 2026
Interest accrual
April 15, 2011
date:

Payment at
The payment at maturity per note will be the stated principal amount plus
maturity:
accrued and unpaid interest.
General interest rate

provisions
(a) If we have not elected to exercise our coupon conversion right,
the fixed interest rate
Interest:

(b) If we have elected to exercise our coupon conversion right, the
floating interest rate
Interest payment
Each January 15, April 15, July 15 and October 15, beginning July 15,
dates:
2011; provided that if any such day is not a business day, that interest
payment will be made on the next succeeding business day and no
adjustment will be made to any interest payment made on that
succeeding business day.
Interest payment
Quarterly
period:
Interest payment
Unadjusted
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period
end dates:
Day-count
30/360
convention:
Fixed interest rate
provisions

Fixed interest rate:
5.00%, from and including the original issue date to but excluding April 15,
2016;
6.00%, from and including April 15, 2016 to but excluding April 15, 2021;
and
7.00%, from and including April 15, 2021 to but excluding the maturity
date.
Floating interest rate

provisions
3-Month USD-LIBOR-BBA. Please see "Additional Provisions--
Reference rate:
Reference Rate" below.
Floating interest
Reference rate plus 1.75%
rate:
For the purpose of determining the level of the reference rate applicable
to an interest payment period, the level of the reference rate will be
determined two (2) London banking days prior to the related interest reset
date at the start of such interest payment period (each an "interest
determination date").
Interest reset
Each January 15, April 15, July 15 and October 15, beginning on the
dates:
conversion date on which we elect to convert the notes, if any; provided
that such interest reset dates shall not be adjusted for non-business days.
Coupon conversion
On each conversion date, we may elect to convert the notes in whole, and
not in part, so that instead of paying the fixed interest rate, we will pay the
floating interest rate on each interest payment date following the
conversion date. If we decide to exercise the coupon conversion right, we
will give you at least five (5) business days notice before the conversion
date. Upon a coupon conversion, the amount of interest payable on the
notes will be based on the reference rate and will no longer be fixed.
Conversion date:
Quarterly on each January 15, April 15, July 15 and October 15,
beginning April 15, 2016
Miscellaneous
provisions

Early Redemption:
Not applicable
Specified
U.S. dollars
currency:
Book-entry or
Book-entry
certificated note:
Business day:
New York
Agent:
Morgan Stanley & Co. Incorporated ("MS & Co."), a wholly owned
subsidiary of Morgan Stanley. See "Supplemental Information
Concerning Plan of Distribution; Conflicts of Interest."
Calculation agent:
Morgan Stanley
Trustee:
The Bank of New York
Capital Services Inc.
Mellon
Commissions and
Agent's commissions
issue price:
Price to public
(1)
Proceeds to issuer
Per Note
100%
2.25%
97.75%
Total
$1,000,000
$22,500
$977,500
(1) Selected dealers, including Morgan Stanley Smith Barney LLC (an affiliate of the Agent), and their financial advisors will
collectively receive from the Agent, MS & Co., a fixed sales commission of 2.25% for each note they sell. See "Supplemental
Information Concerning Plan of Distribution; Conflicts of Interest." For additional information, see "Plan of Distribution" in the
accompanying prospectus supplement.

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The notes involve risks not associated with an investment in ordinary debt securities. See
"Risk Factors" beginning on page 3.

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

You should read this document together with the related prospectus supplement and
prospectus, each of which can be accessed via the hyperlinks below.

Prospectus Supplement dated December 23, 2008 Prospectus dated December
23, 2008

The notes are not bank deposits and are not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other governmental agency, nor are they obligations of, or
guaranteed by, a bank.

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Senior Floating Rate Conversion Notes due 2026
Fixed Rate Step-up Notes with Issuer Floating Rate Conversion Right
The Notes

The notes are debt securities of Morgan Stanley. Subject to our coupon conversion right, interest on
the notes will accrue and be payable on the notes quarterly, at a per annum rate equal to (i) Years 1 to
5: 5.00%, (ii) Years 6 to 10: 6.00%, and (iii) Years 11 to maturity: 7.00%. We describe the basic
features of these notes in the sections of the accompanying prospectus called "Description of Debt
Securities--Fixed Rate Debt Securities" and "Description of Debt Securities--Floating Rate Debt
Securities" and the accompanying prospectus supplement called "Description of Notes," subject to and
as modified by the provisions described below. All payments on the notes are subject to the credit risk
of Morgan Stanley.

On each quarterly conversion date beginning on April 15, 2016, we may elect to exercise our coupon
conversion right to convert the notes, so that, instead of paying the fixed rates described above, for each
interest payment following the conversion date, the notes will pay interest quarterly, in arrears, at a
floating rate equal to 3-month USD LIBOR plus 1.75% per annum, as reset quarterly.

The stated principal amount and issue price of each note is $1,000. The issue price of the notes
includes the agent's commissions paid with respect to the notes as well as the cost of hedging our
obligations under the notes. The cost of hedging includes the projected profit that our subsidiaries
may realize in consideration for assuming the risks inherent in managing the hedging
transactions. The secondary market price, if any, at which MS & Co. is willing to purchase the notes,
is expected to be affected adversely by the inclusion of these commissions and hedging costs in the
issue price. In addition, the secondary market price may be lower due to the costs of unwinding the
related hedging transactions at the time of the secondary market transaction. See "Risk Factors--
Market Risk--The inclusion of commissions and projected profit from hedging in the original issue
price is likely to adversely affect secondary market prices."

Additional Provisions

Reference Rate

"LIBOR" as defined in the accompanying prospectus in the section called "Description of Debt
Securities--Floating Rate Debt Securities" and "--Base Rates" with an index maturity of 3 months and
an index currency of U.S. dollars and as displayed on Reuters Page LIBOR01.

Historical Information

The following graph sets forth the historical percentage levels of the reference rate for the period from
January 1, 2001 to April 12, 2011. The historical levels of the reference rate do not reflect the 1.75%
spread that applies to the interest that would accrue on the notes if we exercise our conversion right,
and should not be taken as an indication of its future performance. We obtained the information in the
graph below from Bloomberg Financial Markets, without independent verification.

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March 2011
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Senior Floating Rate Conversion Notes due 2026
Fixed Rate Step-up Notes with Issuer Floating Rate Conversion Right

Risk Factors

The notes involve risks not associated with an investment in ordinary fixed rate notes or floating rate
notes. An investment in the notes entails significant risks not associated with similar investments in a
conventional debt security, including, but not limited to, fluctuations in the reference rate, and other
events that are difficult to predict and beyond the issuer's control. This section describes the most
significant risks relating to the notes. For a complete list of risk factors, please see the accompanying
prospectus supplement and the accompanying prospectus.

Yield Risk

The issuer has the right to convert the notes to a floating interest rate. Beginning on April
15, 2016 and quarterly thereafter, we will have the sole right to decide whether to exercise our
coupon conversion right and our decision may depend on movements in market interest rates and
the reference rate as compared to the fixed interest rate that would otherwise apply to the notes.
We are more likely to exercise our coupon conversion right and pay the floating interest rate if the
fixed interest rate has been and is likely to be greater than the floating interest rate that we would
expect to pay for the remainder of the term of the notes. If we elect to exercise our conversion
coupon right, you would not receive the potentially higher fixed interest rate for the remaining term
of the notes and the value of the notes may decline as a result.

The historical performance of the reference rate is not an indication of future
performance. The historical performance of the reference rate should not be taken as an
indication of future performance during the term of the notes. Changes in the levels of the
reference rate will affect the trading price of the notes, but it is impossible to predict whether such
levels will rise or fall.

Issuer Risk

Investors are subject to our credit risk, and any actual or anticipated changes to our credit
ratings or credit spreads may adversely affect the market value of the notes. Investors are
dependent on our ability to pay all amounts due on the notes on interest payment dates and at
maturity and therefore investors are subject to our credit risk and to changes in the market's view
of our creditworthiness. The notes are not guaranteed by any other entity. If we default on our
obligations under the notes, your investment would be at risk and you could lose some or all of
your investment. As a result, the market value of the notes 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 value of the notes.

Market Risk

The price at which the notes may be sold prior to maturity will depend on a number of
factors and may be substantially less than the amount for which they were originally
purchased. Some of these factors include, but are not limited to: (i) changes in market interest
rates and yields, (ii) actual or anticipated changes in the level of the reference rate, which is
determined only at the beginning of each quarterly interest payment period, (iii) volatility of the
level of the reference rate, (iv) any actual or anticipated changes in our credit ratings or credit
spreads and (v) time remaining to maturity. Depending on the actual or anticipated level of market
interest rates and the reference rate, the market value of the notes may decrease and you may
receive substantially less than 100% of the issue price if you sell your notes prior to maturity.
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The inclusion of commissions and projected profit from hedging in the original issue price
is likely to adversely affect secondary market prices. Assuming no change in market
conditions or any other relevant factors, the price, if any, at which MS & Co. is willing to purchase
the notes at any time in secondary market transactions will likely be significantly lower than the
original issue price, since secondary market prices are likely to exclude commissions paid with
respect to the notes and the cost of hedging our obligations under the notes that are included in
the original issue price. The cost of hedging includes the projected profit that our subsidiaries may
realize in consideration for assuming the risks inherent in managing the hedging
transactions. These secondary market prices are also likely to be reduced by the costs of
unwinding the related hedging transactions. In addition, any secondary market prices may differ
from values determined by pricing models used by MS & Co., as a result of dealer discounts,
mark-ups or other transaction costs.

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Senior Floating Rate Conversion Notes due 2026
Fixed Rate Step-up Notes with Issuer Floating Rate Conversion Right

Liquidity Risk

The notes will not be listed on any securities exchange and secondary trading may be
limited. The notes will not be listed on any securities exchange. Therefore, there may be little or
no secondary market for the notes. MS & Co. may, but is not obligated to, make a market in the
notes. Even if there is a secondary market, it may not provide enough liquidity to allow you to
trade or sell the notes easily. Because we do not expect that other broker-dealers will participate
significantly in the secondary market for the notes, the price at which you may be able to trade
your notes is likely to depend on the price, if any, at which MS & Co. is willing to transact. If at any
time MS & Co. were not to make a market in the notes, it is likely that there would be no
secondary market for the notes. Accordingly, you should be willing to hold your notes to maturity.

Conflicts of Interest

The issuer, its subsidiaries or affiliates may publish research that could affect the market
value of the notes. They also expect to hedge the issuer's obligations under the
notes. The issuer or one or more of its affiliates may, at present or in the future, publish research
reports with respect to movements in interest rates generally or the reference rate specifically.
This research is modified from time to time without notice and may express opinions or provide
recommendations that are inconsistent with purchasing or holding the notes. Any of these
activities may affect the market value of the notes. In addition, the issuer's subsidiaries expect to
hedge the issuer's obligations under the notes and they may realize a profit from that expected
hedging activity even if investors do not receive a favorable investment return under the terms of
the notes or in any secondary market transaction.

The calculation agent, which is a subsidiary of the issuer, will make determinations with
respect to the notes. Any of these determinations made by the calculation agent may adversely
affect the payout to investors. Determinations made by the calculation agent, including with
respect to the reference rate, may adversely affect the payout to you on the notes.

March 2011
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Senior Floating Rate Conversion Notes due 2026
Fixed Rate Step-up Notes with Issuer Floating Rate Conversion Right

Supplemental Information Concerning Plan of Distribution;
Conflicts of Interest

The agent may distribute the notes through Morgan Stanley Smith Barney LLC ("MSSB"), as selected
dealer, or other dealers, which may include Morgan Stanley & Co. International plc ("MSIP") and Bank
Morgan Stanley AG. MSSB, MSIP and Bank Morgan Stanley AG are affiliates of Morgan
Stanley. Selected dealers, including MSSB, and their financial advisors, will collectively receive from
the Agent, MS & Co., a fixed sales commission of 2.25% for each note they sell.

MS & Co. is our wholly-owned subsidiary. MS & Co. will conduct this offering in compliance with the
requirements of FINRA 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. MS & Co. or any of our other affiliates may not make sales in
this offering to any discretionary account.

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 and
authenticated by the trustee pursuant to the Senior Debt Indenture, 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 the effect of fraudulent conveyance, fraudulent transfer
or similar provision of applicable law on the conclusions expressed above. This opinion is given as of
the date hereof and is limited to the federal laws of the United States of America, 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 March 24, 2011, which has been filed as an exhibit to a Current Report on Form 8-K by
Morgan Stanley on March 24, 2011.

Tax Considerations

We intend to treat the notes as "contingent payment debt instruments" for U.S. federal income tax
purposes, as described in the section of the accompanying prospectus supplement called "United
States Federal Taxation -- Tax Consequences to U.S. Holders -- Notes -- Optionally Exchangeable
Notes." Under this treatment, if you are a U.S. taxable investor, you generally will be subject to annual
income tax based on the "comparable yield" (as defined in the accompanying prospectus supplement)
of the notes, adjusted upward or downward to reflect the difference, if any, between the actual and the
projected amount of any contingent payments on the notes. In addition, any gain recognized by U.S.
taxable investors on the sale or exchange, or at maturity, of the notes generally will be treated as
ordinary income. We have determined that the "comparable yield" is a rate of 5.8370% per annum,
compounded quarterly. For the projected payment schedule with respect to a note, please contact
Interest Rate Structured Investments at 212-761-2904.
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The "comparable yield" is not provided, and the projected payment schedule will not be
provided, for any purpose other than the determination of U.S. Holders' accruals of original
issue discount and adjustments in respect of the notes, and we make no representation
regarding the actual amounts of payments that will be made on a note.

If you are a non-U.S. investor, please also read the section of the accompanying prospectus
supplement called "United States Federal Taxation -- Tax Consequences to Non-U.S. Holders."

You should consult your tax advisers regarding all aspects of the U.S. federal income tax
consequences of an investment in the notes as well as any tax consequences arising under the
laws of any state, local or foreign taxing jurisdiction.

Contact Information

Morgan Stanley Smith Barney clients may contact their local Morgan Stanley Smith Barney branch
office or our principal executive offices at 1585 Broadway, New York, New York 10036 (telephone
number (866) 477-4776). All other clients may contact their local brokerage representative. Third-
party distributors may contact Morgan Stanley Structured Investment Sales at (800) 233-1087.

March 2011
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