Obbligazione Morgan Stanleigh 7.5% ( US617482VB75 ) in USD

Morgan Stanleigh

112.35 USD ▼

Stati Uniti

US617482VB75 ( in USD )

7.5% per anno ( pagato 2 volte l'anno)

30/06/2031

Prospetto opuscolo dell'obbligazione Morgan Stanley US617482VB75 en USD 7.5%, scadenza 30/06/2031

1 000 USD

8 998 000 USD

617482VB7

30/12/2025 ( In 177 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 US617482VB75, pays a coupon of 7.5% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 30/06/2031

The Obbligazione issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US617482VB75, was rated NR by Moody's credit rating agency.

The Obbligazione issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US617482VB75, was rated NR by Standard & Poor's ( S&P ) credit rating agency.

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424B2 1 dp25021_424b2-ps837.htm FORM 424(B)(2)
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of Registration

Title of Each Class of Securities Offered
Offering Price
Fee
Non-Callable Contingent Coupon Notes due 2031
$8,998,000

$1,044.67

PROSPECTUS dated December 23, 2008
Pricing Supplement No. 837 to
PROSPECTUS SUPPLEMENT dated December 23, 2008
Registration Statement No. 333-156423

Dated June 27, 2011

Rule 424(b)(2)
GLOBAL MEDIUM-TERM NOTES, SERIES F
Senior Notes
Non-Callable Contingent Coupon Notes
Based on the Performance of the S&P 500® Index due June 30, 2031
Unlike ordinary debt securities, the Non-Callable Contingent Coupon Notes Based on the Performance of the S&P 500® Index due
June 30, 2031, which we refer to as the notes, only provide for the regular payment of interest for the first three years following the
issuance of the notes. After the third year and until maturity, the notes will pay a contingent monthly coupon but only if the index
closing value of the S&P 500® Index, which we refer to as the underlying index, is at or above 900, which we refer to as the barrier
level, on the related observation date (as specified below). If the index closing value is less than the barrier level on any observation
date, we will pay no interest for the related interest period. It is possible that the index closing value could remain below the barrier
level for extended periods of time or even throughout the period from the fourth year following the original issue date until maturity
so that you will receive no contingent monthly coupons. At maturity, the payment due under the notes will be the stated principal
amount for each note you hold and accrued and unpaid interest, if any. The notes are senior unsecured obligations of Morgan
Stanley and all payments on the notes, including the repayment of principal, are subject to the credit risk of Morgan Stanley.
· The principal amount and original issue price of each note is $1,000.
· During the first three years following the issuance of the notes, which will be from and including the original issue date to but
excluding June 30, 2014, the notes will pay a monthly coupon of 7.50% per annum.
· From the fourth year following the issuance of the notes until maturity, the notes will pay a contingent monthly coupon of 7.50%
per annum but only if the index closing value of the S&P 500® Index on the related observation date is at or above the barrier
level.
If, on any observation date, the index closing value is less than the barrier level, we will pay no coupon for the applicable
interest period.
· The barrier level is 900.
· The interest payment dates are the 30th day of each month, beginning July 30, 2011, or in the case of February, the last calendar
day of such month.
· The observation dates are the fourth business day preceding each interest payment date, beginning with the July 30, 2014
interest payment date.
· The maturity date and each interest payment date may be postponed as a result of the postponement of the related observation
date due to non-index business days or certain market disruption events. No adjustment will be made to any interest payment
made on that postponed date.
· The notes will not be listed on any securities exchange.
· The CUSIP number for the notes is 617482VB7 and the ISIN for the notes is US617482VB75.
You should read the more detailed description of the notes in this pricing supplement. In particular, you should review and
understand the descriptions in "Summary of Pricing Supplement" and "Description of Notes."

The notes are riskier than ordinary debt securities. See "Risk Factors" beginning on PS-6.

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

PRICE $1,000 PER NOTE
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Agent's

Price to Public(1)
Commissions(2)
Proceeds to Issuer
Per note
$1,000
$35
$965
Total
$8,998,000
$314,930
$8,683,070
(1) The price to public for investors purchasing the notes in fee-based advisory accounts will be $970 per note.
(2) Selected dealers and their financial advisors will collectively receive from the Agent, Morgan Stanley & Co. LLC, a fixed sales
commission of $35 for each note they sell; provided that dealers selling to investors purchasing the notes in fee-based advisory
accounts will receive a sales commission of $5 per note. See "Description of Notes--Supplemental Information Concerning
Plan of Distribution; Conflicts of Interest" in this pricing supplement. For additional information, see "Plan of Distribution" in
the accompanying prospectus supplement.

The agent for this offering, Morgan Stanley & Co. LLC, is our wholly owned subsidiary. See "Description of Notes--
Supplemental Information Concerning Plan of Distribution; Conflicts of Interest" in this pricing supplement.

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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For a description of certain restrictions on offers, sales and deliveries of the notes and on the distribution of this pricing
supplement and the accompanying prospectus supplement and prospectus relating to the notes, see the section of this pricing
supplement called "Description of Notes--Supplemental Information Concerning Plan of Distribution; Conflicts of Interest."

No action has been or will be taken by us, the Agent or any dealer that would permit a public offering of the notes or
possession or distribution of this pricing supplement or the accompanying prospectus supplement or prospectus in any jurisdiction,
other than the United States, where action for that purpose is required. Neither this pricing supplement nor the accompanying
prospectus supplement and prospectus may be used for the purpose of an offer or solicitation by anyone in any jurisdiction in
which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation.

The notes have not been and will not be registered with the Comissão de Valores Mobiliários (The Brazilian Securities
Commission). The notes may not be offered or sold in the Federative Republic of Brazil except in circumstances which do not
constitute a public offering or distribution under Brazilian laws and regulations.

The notes have not been registered with the Superintendencia de Valores y Seguros in Chile and may not be offered or sold
publicly in Chile. No offer, sales or deliveries of the notes or distribution of this pricing supplement or the accompanying
prospectus supplement or prospectus, may be made in or from Chile except in circumstances which will result in compliance with
any applicable Chilean laws and regulations.

No action has been taken to permit an offering of the notes to the public in Hong Kong as the notes have not been authorized
by the Securities and Futures Commission of Hong Kong and, accordingly, no advertisement, invitation or document relating to the
notes, whether in Hong Kong or elsewhere, shall be issued, circulated or distributed which is directed at, or the contents of which
are likely to be accessed or read by, the public in Hong Kong other than (i) with respect to the notes which are or are intended to
be disposed of only to persons outside Hong Kong or only to professional investors within the meaning of the Securities and
Futures Ordinance (Cap. 571) of Hong Kong ("SFO") and any rules made thereunder or (ii) in circumstances that do not
constitute an invitation to the public for the purposes of the SFO.

The notes have not been registered with the National Registry of Securities maintained by the Mexican National Banking and
Securities Commission and may not be offered or sold publicly in Mexico. This pricing supplement and the accompanying
prospectus supplement and prospectus may not be publicly distributed in Mexico.

The agent and each dealer represent and agree that they will not offer or sell the notes nor make the notes the subject of an
invitation for subscription or purchase, nor will they circulate or distribute this pricing supplement or the accompanying prospectus
supplement or prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or
purchase, of the notes, whether directly or indirectly, to persons in Singapore other than:

(a) an institutional investor (as defined in section 4A of the Securities and Futures Act (Chapter 289 of Singapore (the
"SFA"));

(b) an accredited investor (as defined in section 4A of the SFA), and in accordance with the conditions, specified in Section
275 of the SFA;

(c) a person who acquires the notes for an aggregate consideration of not less than Singapore dollars Two Hundred Thousand
(S$200,000) (or its equivalent in a foreign currency) for each transaction, whether such amount is paid for in cash, by exchange of
shares or other assets, unless otherwise permitted by law; or

(d) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

PS-2
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SUMMARY OF PRICING SUPPLEMENT

The following summary describes the notes in general terms only. You should read the summary together with the more detailed
information that is contained in the rest of this pricing supplement and in the accompanying prospectus and prospectus
supplement. You should carefully consider, among other things, the matters set forth in "Risk Factors."

The notes are medium-term debt securities of Morgan Stanley. The notes only provide for the regular payment of interest during
the three-year period following the original issue date. After the third year and until maturity, the notes will pay a contingent
monthly coupon but only if the index closing value of the S&P 500® Index is at or above 900, which we refer to as the barrier level,
on the related observation date. The notes have been designed for investors who are willing to forgo market floating interest rates
and accept the risk of no interest payments after the third year in exchange for an opportunity to earn interest at a potentially above-
market rate if the S&P 500® Index closes at or above the barrier level on each monthly observation date. All payments on the notes,
including the repayment of principal, are subject to the credit risk of Morgan Stanley.

"Standard & Poor's®", "S&P®", "S&P 500®", "Standard & Poor's 500" and "500" are trademarks of Standard and Poor's
Financial Services, LLC, an affiliate of The McGraw-Hill Companies, Inc. and have been licensed for use by Morgan Stanley.

Each note costs $1,000

We, Morgan Stanley, are offering the Non-Callable Contingent Coupon Notes Based on the
Performance of the S&P 500® Index due June 30, 2031, which we refer to as the notes. The
principal amount and original issue price of each note is $1,000.

The original 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 Morgan Stanley & Co. LLC, which we refer to as 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 original 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--The inclusion of commissions and projected profit from
hedging in the original issue price is likely to adversely affect secondary market prices" and
"Description of Notes--Use of Proceeds and Hedging."

The notes provide for regular

Unlike ordinary debt securities, the notes only provide for the regular payment of interest of
interest payments only during
7.50% per annum during the three-year period following the original issue date.
the first three years following
their issuance

From the fourth year following
After the third year and until maturity, the notes will pay a contingent monthly coupon but only if
the issuance, the notes will pay
the index closing value of the S&P 500® Index is at or above the barrier level on the related
a contingent coupon based on
observation date. If, on any monthly observation date from the fourth year following the
the level of the S&P 500® Index
issuance of the notes until maturity, which will be from and including June 30, 2014 to but
excluding the maturity date, the index closing value of the underlying index is at or above the
barrier level, we will pay a coupon of 7.50% per annum (computed on the basis of a year of 360
days and twelve 30-day months) on the applicable interest payment date for the applicable
interest period.

If, however, the index closing value of the underlying index is lower than the barrier level
on any monthly observation date, we will pay no coupon for the applicable interest
period. It is possible that the index closing value could

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remain below the barrier level for extended periods of time or even throughout the period
from the fourth year following the original issue date until maturity so that you will receive
no contingent monthly coupons.

We refer to the coupon on the notes as contingent, because there is no guarantee that you will
receive a coupon payment on any interest payment date. Even if the underlying index were to be
at or above the barrier level on some monthly observation dates, it may fluctuate below the
barrier level on others.

The barrier level is 900.

The interest payment dates are the 30th day of each month, beginning July 30, 2011, or in the
case of February, the last calendar day of such month. The observation dates are the fourth
business day preceding each interest payment date, beginning with the July 30, 2014 interest
payment date, subject to postponement for non-index business days and certain market disruption
events.

Each interest period will be the monthly period from and including the original issue date (in the
case of the first interest period) or the previous scheduled interest payment date, as applicable,
to but excluding the following scheduled interest payment date, with no adjustment for any
postponement thereof.

The maturity date and each interest payment date may be postponed as a result of the
postponement of the related observation date due to non-index business days or certain market
disruption events. No adjustment will be made to any interest payment made on that postponed
date.

100% of the principal amount

At maturity, the payment due under the notes will be the stated principal amount per note plus
due at maturity
accrued and unpaid interest, if any, subject to issuer credit risk.

Please review the historical performance of the underlying index for the period from January 1,
2006 through June 27, 2011 in this pricing supplement under "Description of Notes--Historical
Information." You cannot predict the future performance of the underlying index based on its
historical performance.

Morgan Stanley & Co. LLC will
We have appointed our affiliate, Morgan Stanley & Co. LLC, which we refer to as MS & Co., to
be the calculation agent
act as calculation agent for The Bank of New York Mellon, a New York banking corporation (as
successor trustee to JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank)),
the trustee for our senior notes. As calculation agent, MS & Co. will determine the payment that
you will receive on each interest payment date and at maturity.

Morgan Stanley & Co. LLC will
The agent for the offering of the notes, MS & Co., our wholly-owned subsidiary, will conduct
be the agent; conflicts of
this offering in compliance with the requirements of FINRA Rule 5121 of the Financial Industry
interest
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. See "Description of Notes--Supplemental Information Concerning Plan of
Distribution; Conflicts of Interest" on PS-21.

The notes will be treated as

The notes will be treated as "contingent payment debt instruments" for U.S. federal income tax
contingent payment debt
purposes, as described in the section of this pricing supplement called "Description of Notes --
instruments for U.S. federal
United States Federal Income Taxation." Under this treatment, if you are a U.S. taxable investor,
income tax purposes
you generally will be subject to annual income tax based on the comparable yield (as set forth in
this pricing supplement) of

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the notes, adjusted upward or downward to reflect the difference, if any, between the actual and
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. Please read the section of this pricing supplement called
"Description of Notes -- United States Federal Income Taxation" and the sections called
"United States Federal Taxation -- Tax Consequences to U.S. Holders -- Notes -- Optionally
Exchangeable Notes," "United States Federal Taxation -- Tax Consequences to U.S. Holders --
Backup Withholding and Information Reporting" and "United States Federal Taxation -- Tax
Consequences to U.S. Holders -- Disclosure Requirements" in the accompanying prospectus
supplement.

If you are a non-U.S. investor, please read the section of this pricing supplement called
"Description of Notes -- United States Federal Income Taxation -- Tax Consequences to
Non-U.S. Holders."

You should consult your tax advisers regarding all aspects of the U.S. federal 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.

Where you can find more

The notes are unsecured senior notes issued as part of our Series F medium-term note
information on the notes
program. You can find a general description of our Series F medium-term note program in the
accompanying prospectus supplement dated December 23, 2008 and in the prospectus dated
December 23, 2008. We describe the basic features of this type of note in the sections of the
prospectus supplement called "Description of Notes--Notes Linked to Commodity Prices,
Single Securities, Baskets of Securities or Indices" and in the section of the prospectus called
"Description of Debt Securities--Fixed Rate Debt Securities."

Because this is a summary, it does not contain all the information that may be important to
you. For a detailed description of the terms of the notes, you should read the "Description
of Notes" section in this pricing supplement. You should also read about some of the risks
involved in investing in the notes in the section called "Risk Factors." The tax treatment
of investments in equity-linked notes such as these differs from that of investments in
ordinary debt securities. See the section of this pricing supplement called "Description of
Notes--United States Federal Income Taxation." You should consult with your investment,
legal, tax, accounting and other advisors with regard to any proposed or actual investment
in the notes.

How to reach us

You may contact your local Morgan Stanley Smith Barney branch office or our principal
executive offices at 1585 Broadway, New York, New York 10036 (telephone number (212)
761-4000).

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RISK FACTORS

The notes are not secured debt, are riskier than ordinary debt securities and, unlike ordinary debt securities, the notes only provide for the
regular payment of interest for the first three years following their issuance. After the third year and until maturity, the notes will pay a
contingent monthly coupon but only if the index closing value of the S&P 500® Index is at or above the barrier level on the related
observation date. In addition, investing in the notes is not equivalent to investing in a fixed rate debt security due to the fact that any
interest payments after the third year following the issuance are contingent on the performance of the S&P 500® Index. This section
describes the most significant risks relating to the notes.

The notes provide for regular

The terms of the notes differ from those of ordinary debt securities in that they only provide for
interest payments only during
the regular payment of interest during the three-year period following the original issue
the first three years following
date. After the third year and until maturity, the notes will pay a contingent monthly coupon but
their issuance
only if the index closing value of the S&P 500® Index is at or above 900, which we refer to as
the barrier level, on the related observation date. If, on the other hand, the index closing
value of the underlying index is lower than the barrier level on the relevant observation
date for any interest period, we will pay no coupon on the applicable interest payment
date. It is possible that the index closing value could remain below the barrier level for
extended periods of time or even throughout the period from the fourth year following the
original issue date until maturity so that you will receive no contingent monthly coupons. If
you do not earn sufficient contingent coupons over the term of the notes, the overall return on the
notes may be less than the amount that would be paid on a conventional debt security of the
issuer of comparable maturity.

The contingent coupon is based
Whether the contingent coupon will be paid on any interest payment date will be determined at
only on the value of the
the end of the relevant interest period based on the closing value of the underlying index on the
underlying index on the related
relevant monthly observation date. As a result, you will not know whether you will receive the
monthly observation date at the
contingent coupon on any interest payment date until near the end of the relevant interest
end of the related interest
period. Moreover, because the contingent coupon is based solely on the value of the underlying
period
index on monthly observation dates, if the closing value of the underlying index on any
observation date is below the barrier level, you will receive no coupon for the related interest
period even if the level of the underlying index was at or above the barrier level on other days
during that interest period.

Market price will be influenced
Several factors, many of which are beyond our control, will influence the value of the notes in
by many unpredictable factors
the secondary market and the price at which MS & Co. may be willing to purchase or sell the
notes in the secondary market. We expect that generally the level of interest rates available in
the market and the value of the S&P 500® Index on any day will affect the value of the notes
more than any other factors. Other factors that may influence the value of the notes include:

· the volatility (frequency and magnitude of changes in value) of the S&P 500® Index,

· whether the index closing value of the S&P 500® Index has been below the barrier
level on any observation date,

· geopolitical conditions and economic, financial, political, regulatory or judicial
events that affect the component stocks of the underlying index or securities markets
generally and which may affect the value of the underlying index,

· dividend rates on the securities underlying the S&P 500® Index,

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· the time remaining until the notes mature,

· interest and yield rates in the market,

· the availability of comparable instruments,

· the composition of the S&P 500® Index and changes in the constituent stocks of such
index, and

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

Some or all of these factors will influence the price that you will receive if you sell your notes
prior to maturity. For example, you may have to sell your notes at a substantial discount from
the stated principal amount of $1,000 per note if the value of the S&P 500® Index at the time of
sale is below the barrier level or if market interest rates rise.

You cannot predict the future performance of the S&P 500® Index based on its historical
performance. The value of the underlying index may decrease and be below the barrier level on
each observation date so that you will receive no return on your investment aside from the
7.50% per annum coupon that will be paid in the first three years following the issuance of the
notes. There can be no assurance that the closing value of the underlying index will be at or
above the barrier level on any observation date so that you will receive a coupon payment on
the notes for the applicable interest period. See "Description of Notes--Historical
Information" on PS-15.

The notes are subject to the

Under the terms of the notes, Morgan Stanley is obligated to return to you the stated principal
credit risk of Morgan Stanley,
amount at maturity. However, as with an ordinary debt security, you are dependent on Morgan
and any actual or anticipated
Stanley's ability to pay all amounts due on the notes at maturity and therefore you are subject to
changes to its credit ratings or
the credit risk of Morgan Stanley. The notes are not guaranteed by any other entity. If Morgan
credit spreads may adversely
Stanley defaults on its obligations under the notes, your investment would be at risk and you
affect the market value of the
could lose some or all of your investment. As a result, the market value of the notes prior to
notes
maturity will be affected by changes in the market's view of Morgan Stanley's
creditworthiness. Any actual or anticipated decline in Morgan Stanley's credit ratings or
increase in the credit spreads charged by the market for taking Morgan Stanley credit risk is
likely to adversely affect the market value of the notes.

The notes will not be listed on
The notes will not be listed on any securities exchange. Therefore, there may be little or no
any securities exchange and
secondary market for the notes. MS & Co. may, but is not obligated to, make a market in the
secondary trading may be
notes. Even if there is a secondary market, it may not provide enough liquidity to allow you to
limited
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.

The inclusion of commissions

Assuming no change in market conditions or any other relevant factors, the price, if any, at which
and projected profit from
MS & Co. is willing to purchase the notes at any time in secondary market transactions will
hedging in the original issue
likely be significantly lower than the original issue price, since secondary market prices are
price is likely to adversely
likely to exclude commissions paid with respect to the notes and the cost of hedging our
affect secondary market prices
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

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reduced by the costs of unwinding the related hedging transactions. Our subsidiaries may
realize a profit from the 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. 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.

Hedging and trading activity by
One or more of our subsidiaries expect to carry out hedging activities related to the notes (and to
our subsidiaries could
other instruments linked to the underlying index or its component stocks), including trading in the
potentially affect the value of
stocks that constitute the underlying index as well as in other instruments related to the
the notes
underlying index. Some of our subsidiaries 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
during the term of the notes could affect whether the underlying index closes at or above the
barrier level on the observation dates and, accordingly, whether we pay a monthly contingent
coupon on the notes.

The calculation agent, which is a
As calculation agent, MS & Co. will determine the payment that you will receive on each
subsidiary of the issuer, will
interest payment date and at maturity. Any of these determinations made by MS & Co. in its
make determinations with
capacity as calculation agent, including with respect to the occurrence or non-occurrence of
respect to the notes
market disruption events and the selection of a successor index or calculation of the index
closing value in the event of a market disruption event or discontinuance of the underlying index,
may adversely affect the payout to you at maturity. See the sections of this pricing supplement
called "Description of Notes--Market Disruption Event" and "--Discontinuance of the Index;
Alteration of Method of Calculation."

Adjustments to the underlying
The publisher of the underlying index may add, delete or substitute the component stocks of the
index could adversely affect the
underlying index or make other methodological changes that could change the value of
value of the notes
the underlying index. Any of these actions could adversely affect the value of the notes. The
publisher of the underlying index may also discontinue or suspend calculation or publication of
the underlying index at any time. In these circumstances, MS & Co., as the calculation agent,
will have the sole discretion to substitute a successor index that is comparable to the
discontinued index. MS & Co. could have an economic interest that is different than that of
investors in the notes insofar as, for example, MS & Co. is permitted to consider indices that are
calculated and published by MS & Co. or any of its affiliates. If MS & Co. determines that there
is no appropriate successor index on any observation date, the determination of whether interest
will be payable on the notes on the applicable interest payment date will be based on whether
the value of the underlying index based on the closing prices of the stocks constituting the
underlying index at the time of such discontinuance, without rebalancing or substitution,
computed by MS & Co. as calculation agent in accordance with the formula for calculating the
underlying index last in effect prior to such discontinuance is less than the barrier level.

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DESCRIPTION OF NOTES

Terms not defined herein have the meanings given to such terms in the accompanying prospectus supplement. The term "Note" refers to
each $1,000 Stated Principal Amount of our Non-Callable Contingent Coupon Notes Based on the Performance of the S&P 500® Index
due June 30, 2031. In this pricing supplement, the terms "we," "us" and "our" refer to Morgan Stanley.

Aggregate Principal Amount

$8,998,000

Pricing Date

June 27, 2011

Original Issue Date (Settlement
June 30, 2011 (3 Business Days after the Pricing Date)
Date)

Maturity Date

June 30, 2031, subject to extension as described below

If, due to a Market Disruption Event or otherwise, the final Observation Date is postponed so
that it falls less than two Business Days prior to the scheduled Maturity Date, the Maturity Date
will be the second Business Day following that final Observation Date as postponed, and no
adjustment will be made to any interest payment made on that postponed date. See
"Observation Date" below.

Specified Currency

U.S. dollars

CUSIP Number

617482VB7

ISIN Number

US617482VB75

Minimum Purchase Amount

$1,000 and integral multiples of $1,000 in excess thereof

Original Issue Price

$1,000 (100%)

Stated Principal Amount

$1,000

Underlying Index

The S&P 500® Index (the "Index")

Index Publisher

Standard & Poor's Financial Services LLC ("S&P")

Contingent Interest Rate

During the first three years following the Original Issue Date, which will be from and including
the Original Issue Date to but excluding June 30, 2014, the Notes will pay a coupon of 7.50%
per annum (computed on the basis of a year of 360 days and twelve 30-day months).

From the fourth year following the Original Issue Date until maturity, which will be from and
including June 30, 2014 to but excluding the Maturity Date, the Notes will pay a contingent
monthly coupon of 7.50% per annum (computed on the basis of a year of 360 days and twelve
30-day months) for the applicable Interest Period but only if the Index Closing Value on the
related Observation Date is at or above the Barrier Level.

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