Obbligazione Morgan Stanleigh 1.368% ( US61760QFH20 ) in USD

Morgan Stanleigh

101.139 USD ⇌

Stati Uniti

US61760QFH20 ( in USD )

1.368% per anno ( pagato 2 volte l'anno)

30/10/2024 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Morgan Stanley US61760QFH20 in USD 1.368%, scaduta

1 000 USD

5 100 000 USD

61760QFH2

A- ( Upper medium grade - Investment-grade )

A1 ( Upper medium grade - Investment-grade )

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 US61760QFH20, pays a coupon of 1.368% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 30/10/2024

The Obbligazione issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US61760QFH20, 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 US61760QFH20, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B2 1 dp50555_424b2-1681.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 2024

$5,100,000

$592.62

Morgan Stanley
Oc t obe r 2 0 1 4
Pricing Supplement No. 1,681
Registration Statement No. 333-178081
Dated October 27, 2014
Filed pursuant to Rule 424(b)(2)

INTEREST RATE STRUCTURED INVESTMENTS
Fixed to Floating Rate Notes due 2024
Ba se d on 3 -M ont h U SD LI BOR

As further described below, interest will accrue and be payable on the notes quarterly, in arrears, (i) from the original issue date to
October 30, 2016: at a rate of 3.00% per annum and (ii) from October 30, 2016 to maturity: at a variable rate equal to 3-Month USD
LIBOR plus 1.10%, subject to the minimum interest rate of 0.00% per annum and the applicable maximum interest rate.

All pa ym e nt s a re subje c t t o t he c re dit risk of M orga n St a nle y. I f M orga n St a nle y de fa ult s on it s obliga t ions,
you c ould lose som e or a ll of your inve st m e nt . T he se se c urit ie s a re not se c ure d obliga t ions a nd you w ill not
ha ve a ny se c urit y int e re st in, or ot he rw ise ha ve a ny a c c e ss t o, a ny unde rlying re fe re nc e a sse t or a sse t s.

FI N AL T ERM S
I ssue r:
Morgan Stanley
Aggre ga t e princ ipa l
$5,100,000. May be increased prior to the original issue date but we are not required to do so.
a m ount :
I ssue pric e :
$1,000 per note
St a t e d princ ipa l a m ount : $1,000 per note
Pric ing da t e :
October 27, 2014
Origina l issue da t e :
October 30, 2014 (3 business days after the pricing date)
M a t urit y da t e :
October 30, 2024
I nt e re st a c c rua l da t e :
October 30, 2014
The payment at maturity per note will be the stated principal amount plus accrued and unpaid
Pa ym e nt a t m a t urit y:
interest, if any
Re fe re nc e ra t e :
3-Month USD-LIBOR-BBA. Please see "Additional Provisions--Reference Rate" below.
I nt e re st ra t e :
From and including the original issue date to but excluding October 30, 2016: 3.00% per annum
From and including October 30, 2016 to but excluding the maturity date (the "floating interest rate
period"):
Reference rate plus 1.10%; subject to the minimum interest rate and the applicable 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 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 for each interest payment period during the floating interest rate period is subject to the
minimum interest rate of 0.00% per annum and the applicable maximum interest rate for such
interest payment period.
I nt e re st pa ym e nt pe riod: Quarterly
I nt e re st pa ym e nt pe riod Unadjusted
e nd da t e s:
I nt e re st pa ym e nt da t e s: Each January 30, April 30, July 30 and October 30, beginning January 30, 2015; 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.
I nt e re st re se t da t e s:
Each January 30, April 30, July 30 and October 30, beginning October 30, 2016; provided that such
http://www.sec.gov/Archives/edgar/data/895421/000095010314007513/dp50555_424b2-1681.htm[10/29/2014 2:45:08 PM]

interest reset dates shall not be adjusted for non-business days.
Da y-c ount c onve nt ion:
30/360
M inim um int e re st ra t e :
0.00% per annum during the floating interest rate period
M a x im um int e re st ra t e :
During the floating interest rate period:
·From and including October 30, 2016 to but excluding October 30, 2019: 4.00% per annum
·From and including October 30, 2019 to but excluding October 30, 2021: 5.00% per annum
·From and including October 30, 2021 to but excluding October 30, 2023: 6.00% per annum
·From and including October 30, 2023 to but excluding the maturity date: 7.00% per annum
Re de m pt ion:
Not applicable
Spe c ifie d c urre nc y:
U.S. dollars
CU SI P / I SI N :
61760QFH2 / US61760QFH20
Book -e nt ry or
Book-entry
c e rt ific a t e d not e :
Busine ss da y:
New York
Age nt :
Morgan Stanley & Co. LLC ("MS & Co."), a wholly owned subsidiary of Morgan Stanley. See
"Supplemental Information Concerning Plan of Distribution; Conflicts of Interest."
Ca lc ula t ion a ge nt :
Morgan Stanley Capital Services LLC
T rust e e :
The Bank of New York Mellon
Est im a t e d va lue on t he
$973.30. The estimated value on any subsequent pricing date may be lower than this estimate, but
pric ing da t e :
will in no case be less than $954.30 per note. See "The Notes" on page 2.
Com m issions a nd issue
pric e :

Pric e t o public
Age nt 's c om m issions (1)
Proc e e ds t o issue r (2)
Pe r not e

$1,000
$7.50
$992.50
T ot a l

$5,100,000
$38,250
$5,061,750
(1) Morgan Stanley or one of our affiliates will pay varying discounts and commissions to dealers, including Morgan Stanley Wealth Management (an affiliate of
the agent) and their financial advisors, of up to $7.50 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.
(2) See "Use of Proceeds and Hedging" on page 6.

T he not e s involve risk s not a ssoc ia t e d w it h a n inve st m e nt in ordina ry de bt se c urit ie s. Se e
"Risk Fa c t ors" be ginning on pa ge 4 .

T he Se c urit ie s a nd Ex c ha nge Com m ission a nd st a t e se c urit ie s re gula t ors ha ve not a pprove d or disa pprove d
t he se se c urit ie s, or de t e rm ine d if t his pric ing supple m e nt or t he a c c om pa nying prospe c t us supple m e nt a nd
prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .

Y ou should re a d t his doc um e nt t oge t he r w it h t he re la t e d prospe c t us supple m e nt a nd prospe c t us,
e a c h of w hic h c a n be a c c e sse d via t he hype rlink s be low .

Prospe c t us Supple m e nt da t e d N ove m be r 2 1 , 2 0 1 1 Prospe c t us da t e d N ove m be r 2 1 , 2 0 1 1

T he not e s a re not ba nk de posit s a nd a re not insure d by t he Fe de ra l De posit I nsura nc e Corpora t ion or a ny
ot he r gove rnm e nt a l a ge nc y, nor a re t he y obliga t ions of, or gua ra nt e e d by, a ba nk .

Morgan Stanley
Fixed to Floating Rate Notes due 2024
Ba se d on 3 -M ont h U SD LI BOR

The Notes

The notes are debt securities of Morgan Stanley. From the original issue date until October 30, 2016, interest on the notes will accrue
and be payable on the notes quarterly, in arrears, at 3.00% per annum, and thereafter, during the floating interest rate period, interest
on the notes will accrue and be payable on the notes quarterly, in arrears, at a variable rate equal to 3-Month USD LIBOR plus
http://www.sec.gov/Archives/edgar/data/895421/000095010314007513/dp50555_424b2-1681.htm[10/29/2014 2:45:08 PM]

1.10%, subject to the minimum interest rate of 0.00% per annum and the applicable maximum interest rate. We describe the basic
features of these notes in the sections of the accompanying prospectus called "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. All
payments on the notes are subject to the credit risk of Morgan Stanley.

The stated principal amount and the issue price of each note is $1,000. This price includes costs associated with issuing, selling,
structuring and hedging the notes, which are borne by you, and, consequently, the estimated value of the notes on the pricing date is
less than the issue price. We estimate that the value of each note on the pricing date is $973.30. The estimated value on any
subsequent pricing date may be lower than this estimate, but will in no case be less than $954.30 per note.

What goes into the estimated value on the pricing date?

In valuing the notes on the pricing date, we take into account that the notes comprise both a debt component and a performance-
based component linked to LIBOR. The estimated value of the notes is determined using our own pricing and valuation models,
market inputs and assumptions relating to LIBOR, instruments based on LIBOR, 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 notes?

In determining the economic terms of the notes, including the interest rate and the maximum interest rate applicable to each interest
payment period during the floating interest rate period, we use an internal funding rate, which is likely to be lower than our secondary
market credit spreads and therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne by you were
lower or if the internal funding rate were higher, one or more of the economic terms of the securities would be more favorable to you.

What is the relationship between the estimated value on the pricing date and the secondary market price of the notes?

The price at which MS & Co. purchases the notes in the secondary market, absent changes in market conditions, including those
related to interest rates and LIBOR, may vary from, and be lower than, the estimated value on the pricing date, because the
secondary market price takes into account our secondary market credit spread as well as the bid-offer spread that MS & Co. would
charge in a secondary market transaction of this type, the costs of unwinding the related hedging transactions and other factors.

MS & Co. may, but is not obligated to, make a market in the notes and, if it once chooses to make a market, may cease doing so at
any time.

Additional Provisions

Re fe re nc e Ra t e

"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.

October 2014
Page 2

Morgan Stanley
Fixed to Floating Rate Notes due 2024
Ba se d on 3 -M ont h U SD LI BOR

Historical Information

The following graph sets forth the historical percentage levels of the reference rate for the period from January 1, 2004 to October 27,
2014. The historical levels of the reference rate do not reflect the 1.10% spread that will apply to the interest that accrues on the
http://www.sec.gov/Archives/edgar/data/895421/000095010314007513/dp50555_424b2-1681.htm[10/29/2014 2:45:08 PM]

notes for each 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.

* T he bold line s in t he gra ph a bove re pre se nt t he a pplic a ble m a x im um int e re st ra t e for e a c h int e re st pa ym e nt
pe riod during t he floa t ing int e re st ra t e pe riod, a s furt he r de sc ribe d on t he c ove r of t his doc um e nt .

October 2014
Page 3

Morgan Stanley
Fixed to Floating Rate Notes due 2024
Ba se d on 3 -M ont h U SD LI BOR

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
prospectus. Investors should consult their financial and legal advisers as to the risks entailed by an investment in the notes and the
suitability of the notes in light of their particular circumstances.

T he hist oric a l pe rform a nc e of t he re fe re nc e ra t e is not a n indic a t ion of fut ure pe rform a nc e . 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.

T he a m ount of int e re st pa ya ble on t he not e s for e a c h int e re st pa ym e nt pe riod during t he floa t ing int e re st
ra t e pe riod is c a ppe d. The interest rate on the notes for each interest payment period during the floating interest rate period
is capped at the applicable maximum interest rate for such interest payment period. From and including October 30, 2016 to but
http://www.sec.gov/Archives/edgar/data/895421/000095010314007513/dp50555_424b2-1681.htm[10/29/2014 2:45:08 PM]

excluding October 30, 2019, the interest rate on the notes for each interest payment is capped at the maximum interest rate of
4.00% per annum (equal to a maximum quarterly interest payment of $10.00 for each $1,000 stated principal amount of
notes). From and including October 30, 2019 to but excluding October 30, 2021, the interest rate on the notes for each interest
payment is capped at the maximum interest rate of 5.00% per annum (equal to a maximum quarterly interest payment of $12.50
for each $1,000 stated principal amount of notes). From and including October 30, 2021 to but excluding October 30, 2023, the
interest rate on the notes for each interest payment is capped at the maximum interest rate of 6.00% per annum (equal to a
maximum quarterly interest payment of $15.00 for each $1,000 stated principal amount of notes). From and including October 30,
2023 to but excluding the maturity date, the interest rate on the notes for each interest payment is capped at the maximum
interest rate of 7.00% per annum (equal to a maximum quarterly interest payment of $17.50 for each $1,000 stated principal
amount of notes).

I nve st ors a re subje c t t o our c re dit risk , a nd a ny a c t ua l or a nt ic ipa t e d c ha nge s t o our c re dit ra t ings or
c re dit spre a ds m a y a dve rse ly a ffe c t t he m a rk e t va lue of t he not e s. 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.

T he pric e a t w hic h t he not e s m a y be sold prior t o m a t urit y w ill de pe nd on a num be r of fa c t ors a nd m a y be
subst a nt ia lly le ss t ha n t he a m ount for w hic h t he y w e re origina lly purc ha se d. 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,
(iii) 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. Generally, the longer the time remaining to maturity and the more tailored the exposure, the more the
market price of the notes will be affected by the other factors described in the preceding sentence. This can lead to significant
adverse changes in the market price of securities like the notes. 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 substantially less than 100% of the issue price if
you are able to sell your notes prior to maturity.

T he ra t e w e a re w illing t o pa y for se c urit ie s of t his t ype , m a t urit y a nd issua nc e size is lik e ly t o be low e r
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 not e s in t he
origina l issue pric e re duc e t he e c onom ic t e rm s of t he not e s, c a use t he e st im a t e d va lue of t he not e s t o be
le ss t ha n t he origina l issue pric e a nd w ill a dve rse ly a ffe c t se c onda ry m a rk e t pric e s. Assuming no change in
market conditions or any other relevant factors, the prices, if any, at which dealers, including MS & Co., are willing to purchase the
notes in secondary market transactions will likely be significantly lower than the original issue price, because secondary market
prices will exclude the issuing, selling, structuring and hedging-related costs that are included in the original issue price and borne
by you and because the secondary market prices will reflect our secondary market credit spreads and the bid-offer spread that

October 2014
Page 4

Morgan Stanley
Fixed to Floating Rate Notes due 2024
Ba se d on 3 -M ont h U SD LI BOR

any dealer would charge in a secondary market transaction of this type, the costs of unwinding the related hedging transactions as
well as other factors.

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

T he e st im a t e d va lue of t he not e s is de t e rm ine d by re fe re nc e t o our pric ing a nd va lua t ion m ode ls, 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
http://www.sec.gov/Archives/edgar/data/895421/000095010314007513/dp50555_424b2-1681.htm[10/29/2014 2:45:08 PM]

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 notes than those generated by others, including other dealers
in the market, if they attempted to value the notes. In addition, the estimated value on the pricing date does not represent a
minimum or maximum price at which dealers, including MS & Co., would be willing to purchase your notes in the secondary
market (if any exists) at any time. The value of your notes 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.

T he not e 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 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 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 notes, 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 notes. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the
notes easily. Since other broker-dealers may not 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 to cease making 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.

M orga n St a nle y & Co. LLC, w hic h is a subsidia ry of t he issue r, ha s de t e rm ine d t he e st im a t e d va lue on t he
pric ing da t e . MS & Co. has determined the estimated value of the notes on the pricing date.

T he issue r, it s subsidia rie s or a ffilia t e s m a y publish re se a rc h t ha t c ould a ffe c t t he m a rk e t va lue of t he
not e s. T he y a lso e x pe c t t o he dge t he issue r's obliga t ions unde r t he not e s. 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.

T he c a lc ula t ion a ge nt , w hic h is a subsidia ry of t he issue r, w ill m a k e de t e rm ina t ions w it h re spe c t t o t he
not e s. Any of these determinations made by the calculation agent may adversely affect the payout to investors. Moreover,
certain determinations made by the calculation agent may require it to exercise discretion and make subjective judgments, such as
with respect to the reference rate. These potentially subjective determinations may adversely affect the payout to you on the
notes. For further information regarding these types of determinations, see "Description of Debt Securities--Base Rates--LIBOR
Debt Securities" and related definitions in the accompanying prospectus.

October 2014
Page 5

Morgan Stanley
Fixed to Floating Rate Notes due 2024
Ba se d on 3 -M ont h U SD LI BOR

Use of Proceeds and Hedging

The proceeds we receive from the sale of the notes will be used for general corporate purposes. We will receive, in aggregate,
$1,000 per note issued, because, when we enter into hedging transactions in order to meet our obligations under the notes, our
hedging counterparty will reimburse the cost of the Agent's commissions. The costs of the notes borne by you and described on page
2 above comprise the Agent's commissions and the cost of issuing, structuring and hedging the notes.

Supplemental Information Concerning Plan of Distribution; Conflicts of Interest
http://www.sec.gov/Archives/edgar/data/895421/000095010314007513/dp50555_424b2-1681.htm[10/29/2014 2:45:08 PM]

We expect to deliver the notes against payment therefor in New York, New York on October 30, 2014, which will be the third
scheduled business day following the date of the pricing of the notes.

Morgan Stanley or one of our affiliates will pay varying discounts and commissions to dealers, including Morgan Stanley Smith Barney
LLC ("Morgan Stanley Wealth Management") and their financial advisors, of up to $7.50 per note depending on market
conditions. The agent may distribute the notes through Morgan Stanley Wealth Management, as selected dealer, or other dealers,
which may include Morgan Stanley & Co. International plc ("MSIP") and Bank Morgan Stanley AG. Morgan Stanley Wealth
Management, MSIP and Bank Morgan Stanley AG are affiliates of Morgan Stanley.

MS & Co. is our wholly-owned subsidiary and it and other subsidiaries of ours expect to make a profit by selling, structuring and, when
applicable, hedging the notes.

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.

Acceleration Amount in Case of an Event of Default

In case an event of default with respect to the notes shall have occurred and be continuing, the amount declared due and payable per
note upon any acceleration of the notes shall be an amount in cash equal to the stated principal amount plus accrued and unpaid
interest.

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, 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 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 November 21, 2011, which is Exhibit 5-a to the Registration Statement on
Form S-3 filed by Morgan Stanley on November 21, 2011.

October 2014
Page 6

Morgan Stanley
Fixed to Floating Rate Notes due 2024
Ba se d on 3 -M ont h U SD LI BOR

Tax Considerations

In the opinion of our counsel, Davis Polk & Wardwell LLP, the notes will be treated as debt for U.S. federal tax purposes. Whether
the notes should be treated as "variable rate debt instruments" or "contingent payment debt instruments," however, will depend, among
other things, upon the facts at the time of issuance of the notes. Although there is uncertainty due to the maximum interest rates,
based on market conditions as of the date hereof, it is expected that the notes should be treated as "variable rate debt instruments," in
http://www.sec.gov/Archives/edgar/data/895421/000095010314007513/dp50555_424b2-1681.htm[10/29/2014 2:45:08 PM]

which case they will be taxed in the manner described in the section of the accompanying prospectus supplement called "United
States Federal Taxation--Tax Consequences to U.S. Holders--Notes--Floating Rate Notes."

Assuming the treatment of the notes as "variable rate debt instruments" is respected, the notes will be treated as providing for a single
fixed rate followed by a single qualified floating rate ("QFR"), as described in the sections of the accompanying prospectus supplement
called "United States Federal Taxation?Tax Consequences to U.S. Holders?Notes?Floating Rate Notes?General" 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 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.

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 will 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. As a result, if the notes have OID, a U.S. holder generally will recognize less taxable income
than cash received during the period in which the notes pay a fixed rate of interest and will recognize more taxable income than cash
received during the period in which the notes provide for interest at a floating rate. QSI allocable to an accrual period must be
increased (or decreased) by the amount, if any, which the interest actually 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."

If, based on market conditions as of the issue date, the notes are not treated as "variable rate debt instruments," they will instead be
treated 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, U.S. taxable investors generally would 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 would be treated as ordinary
income. If the notes are treated as contingent payment debt instruments, the comparable yield and the projected payment schedule
with respect to a note can be obtained by contacting Morgan Stanley at 212-761-4000.

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

As discussed under "United States Federal Taxation--Tax Consequences to Non-U.S. Holders--Legislation Affecting Certain Non-U.S.
Holders" in the accompanying prospectus supplement, withholding under the Hiring Incentives to Restore Employment Act of 2010
(commonly referred to as "FATCA") applies to certain financial instruments (including the notes) with respect to payments of interest
and, for dispositions after December 31, 2016, any payment of gross proceeds of the disposition (including retirement) of such an
instrument.

October 2014
Page 7

Morgan Stanley
Fixed to Floating Rate Notes due 2024
Ba se d on 3 -M ont h U SD LI BOR

Y ou should c onsult your t a x a dvise r 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 not e s, inc luding t he pot e nt ia l a pplic a t ion of t he FAT CA rule 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 fore ign t a x ing jurisdic t ion. Addit iona lly, a ny
c onse que nc e s re sult ing from t he M e dic a re t a x on inve st m e nt inc om e a re not disc usse d in t his doc um e nt or
http://www.sec.gov/Archives/edgar/data/895421/000095010314007513/dp50555_424b2-1681.htm[10/29/2014 2:45:08 PM]

t he a c c om pa nying prospe c t us supple m e nt .

T he disc ussion in t he pre c e ding pa ra gra phs unde r "T a x Conside ra t ions," a nd t he disc ussion c ont a ine d in t he
se c t ion e nt it le d "U nit e d St a t e s Fe de ra l T a x a t ion" in t he a c c om pa nying prospe c t us supple m e nt , insofa r a s
t he y purport t o de sc ribe provisions of U .S. fe de ra l inc om e t a x la w s or le ga l c onc lusions w it h re spe c t t he re t o,
c onst it ut e t he full opinion of Da vis Polk & Wa rdw e ll LLP re ga rding t he m a t e ria l 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 not e s.

Contact Information

Morgan Stanley Wealth Management clients may contact their local Morgan Stanley 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.

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 will arrange to send you the
prospectus and the prospectus supplement if you so request by calling toll-free 800-584-6837.

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

Prospe c t us Supple m e nt da t e d N ove m be r 2 1 , 2 0 1 1

Prospe c t us da t e d N ove m be r 2 1 , 2 0 1 1

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.

October 2014
Page 8

http://www.sec.gov/Archives/edgar/data/895421/000095010314007513/dp50555_424b2-1681.htm[10/29/2014 2:45:08 PM]

Document Outline

#1">
- #1">