Obbligazione Morgan Stanleigh 1.618% ( US61760QLF99 ) in USD

Morgan Stanleigh

100 USD ▲

Stati Uniti

US61760QLF99 ( in USD )

1.618% per anno ( pagato 2 volte l'anno)

11/05/2028

Prospetto opuscolo dell'obbligazione Morgan Stanley US61760QLF99 en USD 1.618%, scadenza 11/05/2028

1 000 USD

2 000 000 USD

61760QLF9

A- ( Upper medium grade - Investment-grade )

A1 ( Upper medium grade - Investment-grade )

11/11/2025 ( In 128 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 US61760QLF99, pays a coupon of 1.618% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 11/05/2028

The Obbligazione issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US61760QLF99, 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 US61760QLF99, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B2 1 dp90881_424b2-ps593.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price

Amount of Registration Fee
Floating Rate Notes due 2028

$2,000,000

$249.00

M a y 2 0 1 8
Pricing Supplement No. 593

Registration Statement No. 333- 221595
Dated May 8, 2018
Filed pursuant to Rule 424(b)(2)
Floating Rate Notes due 2028
U.S. Inflation Index Linked Notes
As further described below, interest will accrue and be payable on the notes monthly, in arrears, at a variable rate equal to the
year-over-year change in the U.S. Consumer Price Index ("CPI") plus a spread of 1.50%, subject to the minimum interest rate of
0.00% per annum. The notes provide the opportunity to receive a potentially above-market interest rate in exchange for the risk
that, during the entire term of the notes, the notes accrue a low rate of interest or no interest if inflation, as measured by the CPI,
is negative or low. The CPI for purposes of the notes is the non-seasonally adjusted U.S. City Average All Items Consumer Price
Index for All Urban Consumers, reported monthly by the Bureau of Labor Statistics of the U.S. Department of Labor and published
on Bloomberg screen CPURNSA or any successor service.
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
$2,000,000. 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 :
May 8, 2018
Origina l issue da t e :
May 11, 2018 (3 business days after the pricing date)
M a t urit y da t e :
May 11, 2028
I nt e re st a c c rua l da t e :
May 11, 2018
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
I nt e re st :
For each interest payment period:
(CPIt CPIt-12) / CPIt-12 + spread; subject to the minimum interest rate, where
CPIt = CPI for the applicable reference month, as published on Bloomberg screen CPURNSA;
CPIt-12 = CPI for the twelfth month prior to the applicable reference month, as published on
Bloomberg screen CPURNSA; and
Reference month = the third calendar month prior to the month of the related interest reset
date.
See "Additional Provisions--Interest Rate" on page 2.
Spre a d:
1.50%
M inim um int e re st ra t e :
0.00% per annum
I nt e re st pa ym e nt pe riod:
Monthly
I nt e re st pa ym e nt da t e s:
The 11th calendar day of each month, beginning June 11, 2018; 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:
The 11th calendar day of each month, beginning on the original issue date; provided that such
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interest reset dates shall not be adjusted for non-business days.
I nt e re st de t e rm ina t ion
Each interest reset date
da t e s:
Da y-c ount c onve nt ion:
Actual/Actual
Re port ing se rvic e :
Bloomberg screen CPURNSA. See "Additional Provisions--Consumer Price Index" below.
Re de m pt ion:
Not applicable
Spe c ifie d c urre nc y:
U.S. dollars
CU SI P / I SI N :
61760QLF9 / US61760QLF99
Book -e nt ry or c e rt ific a t e d Book-entry
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
$973.10 per note. The estimated value on any subsequent pricing date may be lower than this
pric ing da t e :
estimate, but will in no case be less than $950.00 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
$5
$995
T ot a l
$2,000,000
$10,000
$1,990,000
(1) Selected dealers, including Morgan Stanley Wealth Management (an affiliate of the agent), and their financial advisors will collectively receive from the
agent, MS & Co., a fixed sales commission of $5 for each note they sell. 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 10.
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 5 .
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 1 6 , 2 0 1 7 Prospe c t us da t e d N ove m be r 1 6 , 2 0 1 7
T he not e s a re not de posit s or sa vings a c c ount 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 or inst rum e nt a lit y, nor a re t he y obliga t ions of, or gua ra nt e e d
by, a ba nk .

Floating Rate Notes due 2028
U .S. I nfla t ion I nde x Link e d N ot e s

The Notes

The notes are debt securities of Morgan Stanley. For each interest payment period, interest on the notes will accrue and be
payable monthly at a variable rate equal to the year-over-year changes in the CPI plus a spread of 1.50%, subject to the minimum
interest rate of 0.00% per annum, as determined on the applicable interest determination date. 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 issue price of each note is $1,000. This price includes costs associated with issuing, selling,
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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 $973.10. The estimated value on any
subsequent pricing date may be lower than this estimate, but will in no case be less than $950.00 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 CPI. The estimated value of the notes is determined using our own pricing and valuation models,
market inputs and assumptions relating to CPI, instruments based on CPI, 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 spread and the minimum interest rate, 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 CPI, 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.

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Additional Provisions

Consum e r Pric e I nde x

The amount of interest payable on the notes on each interest payment date during the term of the notes will be linked to year-over-
year changes in the Consumer Price Index. The Consumer Price Index for purposes of the notes is the non-seasonally adjusted
U.S. City Average All Items Consumer Price Index for All Urban Consumers ("CPI"), reported monthly by the Bureau of Labor
Statistics of the U.S. Department of Labor ("BLS") and published on Bloomberg screen CPURNSA or any successor service. The
CPI for a particular month is published during the following month.

The CPI is a measure of the average change in consumer prices over time for a fixed market basket of goods and services,
including food, clothing, shelter, fuels, transportation, charges for doctors' and dentists' services and drugs. In calculating the index,
price changes for the various items are averaged together with weights that represent their importance in the spending of urban
households in the United States. The contents of the market basket of goods and services and the weights assigned to the various
items are updated periodically by the BLS to take into account changes in consumer expenditure patterns. The CPI is expressed in
relative terms in relation to a time base reference period for which the level is set at 100.0. The base reference period for these
notes is the 1982-1984 average.

I nt e re st Ra t e

The interest rate for each interest payment period during the term of the notes will be the rate determined as of the applicable
interest determination date pursuant to the following formula:

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CPIt - CPIt-12
Interest Rate
=
+
Spread; subject to the minimum interest rate
CPIt-12

where:

CPIt = CPI for the applicable reference month, as published on Bloomberg screen CPURNSA;

CPIt-12 = CPI for the twelfth month prior to the applicable reference month, as published on Bloomberg screen CPURNSA;

Spread = 1.50%; and

Minimum interest rate = 0.00% per annum.

In no case will the interest rate for the notes for any monthly interest payment period during the term of the notes be less than the
minimum interest rate of 0.00% per annum. The amount of interest payable on the notes on each interest payment date will be
calculated on an actual/actual day count basis.

CPIt for any interest reset date is the CPI for the third calendar month, which we refer to as the "reference month," prior to the
month of such interest reset date as published and reported in the second calendar month prior to such interest reset date.

For example, for the interest payment period from and including May 11, 2018 to but excluding June 11, 2018, CPIt will be
the CPI for February 2018 (the reference month), and CPIt-12 will be the CPI for February 2017 (which is the CPI for the
twelfth month prior to the reference month). The CPI for February 2018 was reported by the BLS and published on
Bloomberg screen CPURNSA in March 2018, and the CPI for February 2017 was reported and published in March 2017.

For more information regarding the calculation of interest rates on the notes, including historical CPI levels and hypothetical interest
rates, see "Historical Information and Hypothetical Interest Rate Calculations."

May 2018
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U .S. I nfla t ion I nde x Link e d N ot e s

If by 3:00 PM on any interest determination date the CPI is not published on Bloomberg screen CPURNSA for any relevant month,
but has otherwise been published by the BLS, Morgan Stanley Capital Services LLC, in its capacity as the calculation agent, will
determine the CPI as reported by the BLS for such month using such other source as on its face, after consultation with us,
appears to accurately set forth the CPI as reported by the BLS.

In calculating CPIt and CPIt-12, the calculation agent will use the most recently available value of the CPI determined as described
above on the applicable interest determination date, even if such value has been adjusted from a prior reported value for the
relevant month. However, if a value of CPIt and CPIt-12 used by the calculation agent on any interest reset date to determine the
interest rate on the notes (an "initial CPI") is subsequently revised by the BLS, the calculation agent will continue to use the initial
CPI, and the interest rate determined on such interest determination date will not be revised.

If the CPI is rebased to a different year or period and the 1982-1984 CPI is no longer used, the base reference period for the
notes will continue to be the 1982-1984 reference period as long as the 1982-1984 CPI continues to be published.

If, while the notes are outstanding, the CPI is discontinued or substantially altered, as determined by the calculation agent in its
sole discretion, the calculation agent will determine the interest rate on the notes by reference to the applicable substitute index
that is chosen by the Secretary of the Treasury for the United States Department of the Treasury's Inflation-Protected Securities, as
described in Appendix B, Section I, Paragraph B.4 of Part IV of 69 Federal Register, No. 144 (July 28, 2004) or, if no such
securities are outstanding, the substitute index will be determined by the calculation agent in accordance with general market
practice at the time; provided that the procedure for determining the resulting interest rate is administratively acceptable to the
calculation agent.

All values used in the interest rate formula for the notes and all percentages resulting from any calculation of interest will be
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rounded to the nearest one hundred-thousandth of a percentage point, with .000005% rounded up to .00001%. All dollar amounts
used in or resulting from such calculation on the notes will be rounded to the nearest third decimal place, with .0005 rounded up to
.001.

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Floating Rate Notes due 2028
U .S. I nfla t ion I nde x Link e d N ot e s

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 CPI, 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.

In periods of little or no inflation, the interest rate w ill be approximately equal to the spread, and in
pe riods of de fla t ion t he int e re st ra t e w ill be le ss t ha n t he spre a d a nd m a y be a s low a s ze ro. Interest
payable on the notes is linked to year over year changes in the level of the CPI determined each month. If the CPI for the
same month in successive years does not increase, which is likely to occur when there is little or no inflation, investors in the
notes will receive an interest payment for the applicable interest payment period equal to the spread of 1.50% per annum. If the
CPI for the same month in successive years decreases, which is likely to occur when there is deflation, investors in the notes
will receive an interest payment for the applicable interest payment period that is less than the spread per annum. If the CPI
for the same month in successive years declines by the spread or more, investors in the notes will receive only the minimum
interest rate, which is 0.00%.

The interest rate on the notes may be below the rate otherw ise payable on debt securities issued by us
w it h sim ila r m a t urit ie s. If there are only minimal increases, no changes or decreases in the monthly CPI measured year
over year, the interest rate on the notes will be below what we would currently expect to pay as of the date of this document if
we issued a debt instrument with terms otherwise similar to those of the notes.

The interest rate on the notes may not reflect the actual levels of inflation affecting holders of the
not e s. The CPI is just one measure of inflation and may not reflect the actual levels of inflation affecting holders of the notes.
Accordingly, an investment in the notes may not fully offset any inflation actually experienced by investors in the notes.

Your interest rate is based upon the CPI. The CPI itself and the w ay the BLS calculates the CPI may
c ha nge in t he fut ure . There can be no assurance that the BLS will not change the method by which it calculates the CPI.
In addition, changes in the way the CPI is calculated could reduce the level of the CPI and lower the interest payment with
respect to the notes. Accordingly, the amount of interest, if any, payable on the notes, and therefore the value of the notes,
may be significantly reduced. If the CPI is substantially altered, a substitute index may be employed to calculate the interest
payable on the notes, as described above, and that substitution may adversely affect the value of the notes.

The historical levels of the CPI are not an indication of the future levels of the CPI. The historical levels of
the CPI are not an indication of the future levels of the CPI during the term of the notes. In the past, the CPI has experienced
periods of volatility and such volatility may occur in the future. Fluctuations and trends in the CPI that have occurred in the past
are not necessarily indicative, however, of fluctuations that may occur in the future. Holders of the notes will receive interest
payments that will be affected by changes in the CPI. Such changes may be significant. Changes in the CPI are a function of
the changes in specified consumer prices over time, which result from the interaction of many factors over which we have no
control.

Investors are subject to our credit risk, and any actual or anticipated changes to our credit ratings 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
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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.

May 2018
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Floating Rate Notes due 2028
U .S. I nfla t ion I nde x Link e d N ot e s

The price at w hich the notes may be sold prior to maturity w ill depend on a number of factors and may
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 CPI, (ii) volatility of the level of the CPI, (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 CPI, 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.

The rate w e are w illing to pay for securities of this type, maturity and issuance size is likely to be low er
t ha n t he ra t e im plie d by our se c onda ry m a rk e t c re dit spre a ds a nd a dva nt a ge ous t o us. Bot h t he low e r
ra t e a nd t he inc lusion of c ost s a ssoc ia t e d w it h issuing, se lling, st ruc t uring a nd he dging t he 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 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.

The estimated value of the notes is determined by reference to our pricing and valuation models, w hich
m a y diffe r from t hose of ot he r de a le rs a nd is not a m a x im um or m inim um se c onda ry m a rk e t pric e . These
pricing and valuation models are proprietary and rely in part on subjective views of certain market inputs and certain
assumptions about future events, which may prove to be incorrect. As a result, because there is no market-standard way to
value these types of securities, our models may yield a higher estimated value of the 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.

The notes w ill not be listed on any securities exchange and secondary trading may be limited. The
not e s w ill not be list e d on a ny se c urit ie s e x c ha nge . 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.

Morgan Stanley & Co. LLC, w hich is a subsidiary of the issuer, has determined the estimated value on
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t he pric ing da t e . MS & Co. has determined the estimated value of the notes on the pricing date.

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

The calculation agent, w hich is a subsidiary of the issuer, w ill make determinations w ith respect to the
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 CPI. These potentially subjective determinations may adversely affect the payout to you on the notes.
For further information regarding these types of determinations, see "Additional Provisions?Interest Rate" and related definitions
above.

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Historical Information and Hypothetical Interest Rate Calculations

The following graph sets forth the historical levels of the CPI as reported by the BLS for the period from January 2008 to March
2018. The historical levels of the CPI do not reflect the 1.50% spread that will apply to the interest that will accrue on the notes for
each interest payment period and should not be taken as an indication of its future performance, and no assurance can be given as
to the level of the CPI for any reference month. We obtained the information in the graph below from Bloomberg Financial Markets
("CPURNSA Index"), without independent verification.

Provided below is a graph that sets forth the hypothetical interest rates for the period from January 2008 to March 2018 that would
have resulted from the historical levels of the CPI presented above and a spread of 1.50%, without regard to the minimum interest
rate.
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The historical levels of the CPI should not be taken as an indication of future levels of the CPI, and no assurance can be given as
to the level of the CPI for any reference month. The hypothetical interest rates that follow are intended to illustrate the effect of
general trends in the CPI on the amount of interest payable to you on the notes during the term of the notes. However, the CPI
may not increase or decrease over the term of the notes in accordance with any of the trends depicted by the historical information
in the table below, and the size and frequency of any fluctuations in the CPI level over the term of the notes, which we refer to as
the volatility of the CPI, may be significantly different than the volatility of the CPI indicated in the table. As a result, the
hypothetical interest rates depicted in the table below should not be taken as an indication of the actual interest rates that will be
paid on the interest payment dates during the term of the notes. The hypothetical interest rates in the table and example below
have been rounded for ease of analysis.

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U .S. I nfla t ion I nde x Link e d N ot e s

H ow t o Ca lc ula t e t he I nt e re st Pa ym e nt s

The table below presents examples of hypothetical interest that would accrue on the notes with respect to a hypothetical interest
payment date. The examples below are for purposes of illustration only.

The actual interest payment amounts on the notes will depend on CPI for the applicable reference month and CPI for the twelfth
month prior to the applicable reference month. The applicable interest rate for each monthly interest payment period will be
determined on a per-annum basis, but will apply only to that interest payment period. The table assumes that the interest period
contains 30 calendar days and the relevant year contains 365 calendar days. The examples below are for purposes of illustration
only and would provide different results if different assumptions were made.

Y e a r -ove r -ye a r c ha nge
Spre a d
Annua lize d ra t e of int e re st
H ypot he t ic a l
in CPI
pa id*
int e re st
5.00%
1.50%
6.50%
$5.342
4.00%
1.50%
5.50%
$4.521
3.00%
1.50%
4.50%
$3.699
2.50%
1.50%
4.00%
$3.288
2.00%
1.50%
3.50%
$2.877
1.00%
1.50%
2.50%
$2.055
0.50%
1.50%
2.00%
$1.644
0.00%
1.50%
1.50%
$1.233
-0.50%
1.50%
1.00%
$0.822
-1.00%
1.50%
0.50%
$0.411
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-1.50%
1.50%
0.00%
$0.000
-2.00%
1.50%
0.00%
$0.000
-3.00%
1.50%
0.00%
$0.000
-4.00%
1.50%
0.00%
$0.000
-5.00%
1.50%
0.00%
$0.000
* Subject to the minimum interest rate of 0.00% per annum.

T he int e re st ra t e for e a c h int e re st pa ym e nt da t e w ill be c a lc ula t e d using t he form ula de sc ribe d unde r
"Addit iona l Provisions--I nt e re st Ra t e ." T he row s sha de d in gre y a bove e a c h re pre se nt a hypot he t ic a l
int e re st pa ym e nt da t e w it h re spe c t t o w hic h t he a pplic a ble ye a r -ove r -ye a r c ha nge in CPI plus t he spre a d of
1 .5 0 % is le ss t ha n or e qua l t he m inim um int e re st ra t e of 0 .0 0 % pe r a nnum , in w hic h c a se inve st ors w ill not
re c e ive a n int e re st pa ym e nt w it h re spe c t t o suc h int e re st pa ym e nt da t e .

Ex a m ple 1 : Wit h re spe c t t o a n int e re st pa ym e nt da t e , t he ye a r -ove r -ye a r c ha nge in CPI is -2 .0 0 % . Because
the applicable year-over-year change in CPI of -2.00% plus the spread of 1.50% is less than the minimum interest rate of 0.00%
per annum, the interest rate for such interest payment date is equal to the minimum interest rate and investors would not receive
an interest payment with respect to such interest payment date.

Ex a m ple 2 : Wit h re spe c t t o a n int e re st pa ym e nt da t e , t he ye a r -ove r -ye a r c ha nge in CPI is 1 .0 0 % . Because the
applicable year-over-year change in CPI of 1.00% plus the spread of 1.50% is greater than the minimum interest rate of 0.00% per
annum, the interest rate for such interest payment date is equal to 2.50% per annum. As a result, investors would receive an
interest payment for such interest payment date calculated as follows:

= $1,000 × (1.00% + 1.50%) × 30/365

= $2.055

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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

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 $5 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.
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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 16, 2017, which is Exhibit 5-a to the
Registration Statement on Form S-3 filed by Morgan Stanley on November 16, 2017.

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.

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Tax Considerations

In the opinion of our counsel, Davis Polk & Wardwell LLP, based on current market conditions, the notes should be treated as
"variable rate debt instruments" for U.S. federal tax purposes, as described in the section of the accompanying prospectus
supplement called "United States Federal Taxation?Tax Consequences to U.S. Holders--Notes--Floating Rate Notes."

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

Both U.S. and non-U.S. holders should read the section of the accompanying prospectus supplement entitled "United States
Federal Taxation."

Possible Alt e rna t ive T a x T re a t m e nt of a n I nve st m e nt in t he not e s

The Internal Revenue Service (the "IRS") could seek to treat the notes as subject to Treasury regulations governing "contingent
payment debt instruments" as described in the section of the accompanying prospectus supplement called "United States Federal
Taxation?Tax Consequences to U.S. Holders--Contingent Payment Notes."

N e it he r t his doc um e nt nor t he a c c om pa nying prospe c t us supple m e nt a ddre sse s t he c onse que nc e s t o
t a x pa ye rs subje c t t o spe c ia l t a x a c c ount ing rule s unde r Se c t ion 4 5 1 (b) of t he I nt e rna l Re ve nue Code . 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
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Document Outline

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