Obbligazione Morgan Stanleigh 2.78% ( US61760QBG82 ) in USD

Morgan Stanleigh

100 USD ▼

Stati Uniti

US61760QBG82 ( in USD )

2.78% per anno ( pagato 2 volte l'anno)

16/05/2022 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Morgan Stanley US61760QBG82 in USD 2.78%, scaduta

1 000 USD

1 000 000 USD

61760QBG8

N/A

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 US61760QBG82, pays a coupon of 2.78% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 16/05/2022

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424B2 1 dp30398_424b2-ps191.htm FORM 424B2
CALCULATION OF REGISTRATION FEE
Maximum Aggregate
Amount of Registration
Title of Each Class of Securities Offered
Offering Price

Fee
Senior Fixed to Floating Rate Notes due
$1,000,000
$114.60
2022

May 2012

Pricing Supplement No. 191
Registration Statement No. 333-178081
Dated May 1, 2012
Filed pursuant to Rule 424(b)(2)
INTEREST RATE STRUCTURED INVESTMENTS

Senior Fixed to Floating Rate Notes due 2022
Based on 3-Month USD LIBOR

As further described below, interest wil accrue and be payable on the notes quarterly, in arrears, (i) from the original issue
date until May 16, 2015: at a rate of 6.00% per annum and (i ) from May 16, 2015 to maturity: at a variable rate equal to
3-Month USD LIBOR plus 2.50%, subject to the maximum interest rate of 8.00% per annum. Al payments on the notes,
including the repayment of principal, are subject to the credit risk of Morgan Stanley.
FINAL TERMS
Issuer:
Morgan Stanley
Aggregate principal amount:
$1,000,000. May be increased prior to the original issue date but we are not required to do so.
Issue price:
At variable prices
Stated principal amount:
$1,000 per note
Pricing date:
May 1, 2012
Original issue date:
May 16, 2012 (11 business days after the pricing date)
Maturity date:
May 16, 2022
Interest accrual date:
May 16, 2012
Payment at maturity:
The payment at maturity per note wil be the stated principal amount plus accrued and unpaid interest, if any
Reference rate:
3-Month USD-LIBOR-BBA. Please see "Additional Provisions--Reference Rate" below.
Interest rate:
From and including the original issue date to but excluding May 16, 2015: 6.00% per annum
From and including May 16, 2015 to but excluding the maturity date (the "floating interest rate period"):
Reference rate plus 2.50%; subject to the maximum interest rate

For the purpose of determining the level of the reference rate applicable to an interest payment period, the level of
the reference rate wil 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 during the floating interest rate period is subject to the maximum interest rate of 8.00% per annum.
Interest payment period:
Quarterly
Interest payment period end dates:
Unadjusted
Interest payment dates:
Each February 16, May 16, August 16 and November 16, beginning August 16, 2012; provided that if any such day
is not a business day, that interest payment wil be made on the next succeeding business day and no adjustment
wil be made to any interest payment made on that succeeding business day.
Interest reset dates:
Each February 16, May 16, August 16 and November 16, beginning August 16, 2015; provided that such interest
reset dates shall not be adjusted for non-business days.
Day-count convention:
30/360
Maximum interest rate:
8.00% per annum during the floating interest rate period
Redemption:
Not applicable
Specified currency:
U.S. dollars
CUSIP / ISIN:
61760QBG8/US61760QBG82
Book-entry or certificated note:
Book-entry
Business day:
New York
Agent:
Morgan Stanley & Co. LLC ("MS & Co."), a wholly owned subsidiary of Morgan Stanley. See "Supplemental
Information Concerning Plan of Distribution; Conflicts of Interest."
Calculation agent:
Morgan Stanley Capital Services LLC
Trustee:
The Bank of New York Mel on
Commissions and Issue Price:
Price to Public(1)(2)
Agent's Commissions(2)
Proceeds to Issuer
Per Note
At variable prices
$20
$980
Total
At variable prices
$20,000
$980,000
(1)
The notes wil be offered from time to time in one or more negotiated transactions at varying prices to be determined at the time of each sale, which
may be at market prices prevailing, at prices related to such prevailing prices or at negotiated prices; provided, however, that such price wil not be
less than $982.50 per note and wil not be more than $1,000 per note. See "Risk Factors--The price you pay for the notes may be higher than the
prices paid by other investors."

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(2)
Morgan Stanley or one of our affiliates wil pay varying discounts and commissions to dealers, including Morgan Stanley Smith Barney LLC (an
affiliate of the agent) and their financial advisors, of up to $20 per note depending on market conditions. See "Supplemental Information Concerning
Plan of Distribution; Conflicts of Interest." For additional information, see "Plan of Distribution (Conflicts of Interest)" in the accompanying prospectus
supplement.

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 securities, 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 November 21, 2011 Prospectus dated November 21, 2011

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

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Senior Fixed to Floating Rate Notes due 2022
Based on 3-Month USD LIBOR

The Notes

The notes are debt securities of Morgan Stanley. From the original issue date until May 16, 2015, interest on the notes wil
accrue and be payable on the notes quarterly, in arrears, at 6.00% per annum, and thereafter, during the floating interest
rate period, interest on the notes wil accrue and be payable on the notes quarterly, in arrears, at a rate equal to 3-Month
USD LIBOR plus 2.50%; subject to the maximum interest rate of 8.00% per annum during the floating interest rate period.
We describe the basic features of these notes in the sections of the accompanying prospectus cal ed "Description of Debt
Securities--Floating Rate Debt Securities" and prospectus supplement called "Description of Notes," subject to and as
modified by the provisions described below. Al payments on the notes are subject to the credit risk of Morgan Stanley.

The stated principal amount of each note is $1,000 and the issue price is variable. The issue price of the notes includes the
agent's commissions paid with respect to the notes as wel 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 wil ing 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. dol ars and as
displayed on Reuters Page LIBOR01.

Historical Information

The fol owing graph sets forth the historical percentage levels of the reference rate for the period from January 1, 2002 to
May 1, 2012. The historical levels of the reference rate do not reflect the 2.50% spread that wil apply to the interest that
accrues on the notes for any interest payment period during the floating interest rate period, 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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* The bold line in the graph above represents the maximum interest rate of 8.00% per annum.

May 2012
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Senior Fixed to Floating Rate Notes due 2022
Based on 3-Month USD LIBOR

Risk Factors

The notes involve risks not associated with an investment in ordinary 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 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 wil affect the trading price of the notes, but it is impossible to
predict whether such levels wil rise or fal .

§
The amount of interest payable on the notes during the floating interest rate period is capped. The interest
rate on the notes during the floating interest rate period is capped for that period at the maximum interest rate of
8.00% per annum (equal to a maximum quarterly interest payment of $20.00 for each $1,000 stated principal amount
of notes).

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 wil 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) actual or anticipated changes in the level of the reference rate, (ii) volatility of the level of the
reference rate, (i i) changes in interest and yield rates, (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 the reference rate,
the market value of the notes is expected to decrease and you may receive substantial y less than 100% of the issue
price if you sel your notes prior to maturity.

§
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 wil ing to purchase the notes at any time in secondary market transactions wil
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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Variable Pricing Risk

§
The price you pay for the notes may be higher than the prices paid by other investors. The agent proposes to
offer the notes from time to time for sale to investors in one or more negotiated transactions, or otherwise, at market
prices prevailing at the time of sale, at prices related to then-prevailing prices, at negotiated prices, or otherwise.
Accordingly, there is a risk that the price you pay for the notes wil be higher than the prices paid by other investors
based on the date and time you make your purchase, from whom you purchase the notes (e.g., directly from the agent
or through a broker or dealer), any related transaction cost (e.g., any brokerage commission), whether you hold your
notes in a brokerage account, a fiduciary or fee-based account or another type of account and other market factors.

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Senior Fixed to Floating Rate Notes due 2022
Based on 3-Month USD LIBOR

Liquidity Risk

§
The notes will not be listed on any securities exchange and secondary trading may be limited. The notes wil
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 al ow you to trade or sel the notes easily. Because we do not expect that other broker-dealers wil
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 wil ing 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
wil ing 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 general y
or the reference rate specifical y. 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.

May 2012
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Senior Fixed to Floating Rate Notes due 2022
Based on 3-Month USD LIBOR

Supplemental Information Concerning Plan of Distribution; Conflicts of Interest

We expect to deliver the notes against payment therefor in New York, New York on May 16, 2012, which wil be the
eleventh scheduled business day fol owing the date of the pricing of the notes. Under Rule 15c6-1 of the Exchange Act,
trades in the secondary market general y are required to settle in three business days, unless the parties to any such trade
expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date of pricing or on or prior to the
third business day prior to the original issue date wil be required to specify alternative settlement arrangements to prevent
a failed settlement.

The notes wil be offered from time to time in one or more negotiated transactions at varying prices to be determined at the
time of each sale, which may be at market prices prevailing, at prices related to such prevailing prices or at negotiated
prices; provided, however, that such price wil not be less than $982.50 per note and wil not be more than $1,000 per note.

Morgan Stanley or one of our affiliates wil pay varying discounts and commissions to dealers, including Morgan Stanley
Smith Barney LLC ("MSSB") and their financial advisors, of up to $20 per note depending on market conditions. The agent
may distribute the notes through 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.

MS & Co. is our whol y-owned subsidiary. MS & Co. wil 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 & Wardwel LLP, as special counsel to Morgan Stanley, when the notes offered by this pricing
supplement have been executed and issued by Morgan Stanley, authenticated by the trustee pursuant to the Senior Debt
Indenture and delivered against payment as contemplated herein, such notes wil 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 general y, 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 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, al as stated in the letter
of such counsel dated November 21, 2011, which is Exhibit 5-a to the Registration Statement on Form S-3 filed by Morgan
Stanley on November 21, 2011.

Tax Considerations

In the opinion of our counsel, Davis Polk & Wardwel LLP, the notes wil be treated as "variable rate debt instruments" for
U.S. federal tax purposes. The notes wil be treated as providing for a single fixed rate fol owed by a qualified floating rate
("QFR"), as described in the sections of the accompanying prospectus supplement called "United States Federal
TaxationTax Consequences to U.S. HoldersNotesFloating Rate NotesGeneral" and "Floating Rate Notes that
Provide for Multiple Rates." Under applicable Treasury Regulations, solely for the purpose of determining any original issue
discount ("OID") on the notes, the initial fixed rate is converted to a QFR (the "replaced QFR"). The replaced QFR must be
such that the fair market value of the notes on the issue date is approximately the same as the fair market value of
otherwise identical notes that provide for the replaced QFR (rather than the fixed rate) for the initial period. In determining
the qualified stated interest ("QSI") and any OID on the notes, the notes must then be converted into "equivalent" fixed rate
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debt instruments by substituting each QFR provided under the terms of the notes (including the replaced QFR) with a fixed
rate equal to the value of the QFR on the issue date of the notes. Under this method, the notes may be issued with
OID. For the QSI and the amount of OID (if any) on a note, please contact Morgan Stanley Structured Notes at
212-761-4000.

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Senior Fixed to Floating Rate Notes due 2022
Based on 3-Month USD LIBOR

A U.S. holder is required to include any QSI in income in accordance with the holder's regular method of accounting for
U.S. federal income tax purposes. U.S. holders wil be required to include OID in income for U.S. federal income tax
purposes as it accrues, in accordance with a constant yield method based on a compounding of interest, without regard to
the timing of the receipt of cash payments attributable to this income. QSI al ocable to an accrual period must be
increased (or decreased) by the amount, if any, which the interest actual y accrued or paid during an accrual period
(including the fixed rate payments made during the initial period) exceeds (or is less than) the interest assumed to be
accrued or paid during the accrual period under the "equivalent" fixed rate debt instrument. Both U.S. and non-U.S. holders
should read the section of the accompanying prospectus supplement entitled "United States Federal Taxation."

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.

The discussion in the preceding paragraphs under "Tax Considerations" and the discussion contained in the
section entitled "United States Federal Taxation" in the accompanying prospectus supplement, insofar as they
purport to describe provisions of U.S. federal income tax laws or legal conclusions with respect thereto,
constitute the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal tax consequences of
an investment in the notes.

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). Al other clients may
contact their local brokerage representative. Third-party distributors may contact Morgan Stanley Structured Investment
Sales at (800) 233-1087.

Where You Can Find More Information

Morgan Stanley has filed a registration statement (including a prospectus, as supplemented by a prospectus supplement)
with the Securities and Exchange Commission, or SEC, for the offering to which this pricing supplement relates. You should
read the prospectus in that registration statement, the prospectus supplement and any other documents relating to this
offering that Morgan Stanley has filed with the SEC for more complete information about Morgan Stanley and this
offering. You may get these documents without cost by visiting EDGAR on the SEC web site
at.www.sec.gov. Alternatively, Morgan Stanley wil arrange to send you the prospectus and the prospectus supplement if
you so request by cal ing tol -free 800-584-6837.

You may access these documents on the SEC web site at.www.sec.gov as fol ows:

Prospectus Supplement dated November 21, 2011

Prospectus dated November 21, 2011

Terms used in this pricing supplement are defined in the prospectus supplement or in the prospectus. As used in this
pricing supplement, the "Company," "we," "us" and "our" refer to Morgan Stanley.

May 2012
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