Obbligazione Morgan Stanleigh 8% ( US61761JFJ34 ) in USD

Morgan Stanleigh

100 USD ▼

Stati Uniti

US61761JFJ34 ( in USD )

8% per anno ( pagato 2 volte l'anno)

24/04/2028

Prospetto opuscolo dell'obbligazione Morgan Stanley US61761JFJ34 en USD 8%, scadenza 24/04/2028

1 000 USD

21 886 000 USD

61761JFJ3

N/A

24/10/2025 ( In 110 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 US61761JFJ34, pays a coupon of 8% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 24/04/2028

The Obbligazione issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US61761JFJ34, was rated NR by Moody's credit rating agency.

http://www.sec.gov/Archives/edgar/data/895421/000095010313002496/...
424B2 1 dp37738_424b2-ps732.htm FORM 424(B)(2)

CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of Registration

Title of Each Class of Securities Offered
Offering Price
Fee
Contingent Income Securities due 2028

$21,886,000

$2,985.25

April 2013
Pricing Supplement No. 732
Registration Statement No. 333-178081
Dated April 19, 2013
Filed pursuant to Rule 424(b)(2)
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Contingent Income Securities due April 24, 2028
Al Payments on the Securities Subject to the Coupon Barrier and Downside Threshold Features Linked to the S&P 500® Index
Unlike ordinary debt securities, the Contingent Income Securities due April 24, 2028, Al Payments on the Securities Subject to the Coupon Barrier and Downside Threshold Features Linked to the
S&P 500® Index, which we refer to as the securities, do not provide for the regular payment of interest or guarantee the return of any principal at maturity. Instead, the securities offer the opportunity
for investors to earn a contingent quarterly coupon but only if the index closing value of the S&P 500® Index on the applicable quarterly determination date is greater than or equal to 75% of the
initial index value, which we refer to as the coupon barrier level. If the index closing value is less than the coupon barrier level on any determination date, you wil not receive any contingent quarterly
coupon for that quarterly period. As a result, investors must be wil ing to accept the risk of not receiving any contingent quarterly coupon during the entire 15-year term of the securities. At maturity, if
the final index value is greater than or equal to 50% of the initial index value, which we refer to as the downside threshold level, investors wil receive the stated principal amount of the securities and,
if the final index value is also greater than or equal to the coupon barrier level, the contingent quarterly coupon with respect to the final determination date. However, if the final index value is less than
the downside threshold level, investors wil be ful y exposed to the decline in the value of the S&P 500® Index over the term of the securities, and the payment at maturity wil be less than 50% of the
stated principal amount of the securities and could be zero. Accordingly, investors may lose up to their entire initial investment in the securities. Investors wil not participate in any
appreciation of the S&P 500® Index. These long-dated securities are for investors who seek an opportunity to earn interest at a potentially above-market rate in exchange for the risk of losing their
principal and the risk of receiving no contingent quarterly coupon when the S&P 500® Index on the related determination date closes below the coupon barrier level. The securities are senior
unsecured obligations of Morgan Stanley, issued as part of Morgan Stanley's Series F Global Medium-Term Notes program. Al payments on the securities are subject to the credit risk of Morgan
Stanley.
FINAL TERMS
Issuer:
Morgan Stanley
Underlying index:
S&P 500® Index
Aggregate principal amount:
$21,886,000
Stated principal amount:
$1,000 per security
Issue price:
$1,000 per security
Pricing date:
April 19, 2013
Original issue date:
April 24, 2013 (3 business days after the pricing date)
Maturity date:
April 24, 2028
Contingent quarterly coupon:
· If, on any determination date, the index closing value on such date is greater than or equal to the coupon barrier level, we wil pay a contingent
quarterly coupon of $20 (corresponding to 8.00% per annum of the stated principal amount) per security on the related contingent coupon
payment date.
The contingent quarterly coupon, if any, payable on each contingent coupon payment date is fixed at $20 per stated principal amount,
regardless of the number of actual days in such quarterly period.
· If, on any determination date, the index closing value on such date is less than the coupon barrier level, no contingent quarterly coupon wil be
paid with respect to that determination date.
Payment at maturity:
· If the final index value is greater than or equal to the downside threshold
the stated principal amount and, if the final index value is also
level:
greater than or equal to the coupon barrier level, the contingent
quarterly coupon with respect to the final determination date

· If the final index value is less than the downside threshold level:
(i) the stated principal amount multiplied by (ii) the index
performance factor
Index performance factor:
The final index value divided by the initial index value.
Coupon barrier level:
1,166.44, which is equal to approximately 75% of the initial index value
Downside threshold level:
777.63, which is equal to approximately 50% of the initial index value
Initial index value:
1,555.25, which is the index closing value of the underlying index on the pricing date
Final index value:
The index closing value of the underlying index on the final determination date
Determination dates:
The fourth scheduled business day prior to the related contingent coupon payment date. We also refer to the fourth scheduled business day
preceding the maturity date as the final determination date. The determination dates are subject to postponement due to non-index business days
or certain market disruption events. See "Postponement of determination dates" below.
Contingent coupon payment dates:
The 24th day of each January, April, July and October, beginning July 24, 2013, subject to postponement due to non-index business days or certain
market disruption events; provided that the payment of the contingent quarterly coupon, if any, with respect to the final determination date wil be
made on the maturity date. See "Postponement of contingent coupon payment dates and maturity date" below.
CUSIP / ISIN:
61761JFJ3 / US61761JFJ34
Listing:
The securities wil not be listed on any securities exchange.
Agent:
Morgan Stanley & Co. LLC ("MS & Co."), a wholly-owned subsidiary of Morgan Stanley. See "Supplemental information regarding plan of
distribution; conflicts of interest."
Commissions and issue price:
Price to public
Agent's commissions(1)
Proceeds to issuer
Per security
$1,000
$35
$965
Total
$21,886,000
$766,010
$21,119,990
(1) Selected dealers, including Morgan Stanley Smith Barney LLC (an affiliate of the agent), and their financial advisors will collectively receive from the agent, Morgan Stanley & Co. LLC
("MS & Co."), a fixed sales commission of $35 for each security they sell. See "Supplemental information regarding plan of distribution; conflicts of interest." For additional information, see
"Plan of Distribution (Conflicts of Interest)" in the accompanying prospectus supplement.

The securities involve risks not associated with an investment in ordinary debt securities. See "Risk Factors" beginning on page 4.

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, index supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The securities 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
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guaranteed by, a bank.

You should read this pricing supplement together with the related prospectus supplement, index supplement and prospectus, each of which can be accessed via the hyperlinks
below. Please also see "Additional Information About the Securities" at the end of this pricing supplement.
Prospectus Supplement dated November 21, 2011
Index Supplement dated November 21, 2011
Prospectus dated November 21, 2011

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Contingent Income Securities due April 24, 2028
Al Payments on the Securities Subject to the Coupon Barrier and Downside Threshold Features Linked to the S&P 500® Index

Investment Summary

The Contingent Income Securities due April 24, 2028, All Payments on the Securities Subject to the Coupon Barrier and Downside Threshold Features Linked to the S&P
500® Index, which we refer to as the securities, provide an opportunity for investors to earn a contingent quarterly coupon, which is an amount equal to $20
(corresponding to 8.00% per annum of the stated principal amount) per security but only if the index closing value of the underlying index on the applicable quarterly
determination date is greater than or equal to 75% of the initial index value, which we refer to as the coupon barrier level. The contingent quarterly coupon, if any, will be
payable quarterly on the contingent coupon payment date, which is the 24th day of each January, April, July and October, beginning July 24, 2013; provided that if any
such day is not a business day, that contingent quarterly coupon will be paid on the next succeeding business day, and no adjustment will be made to any contingent
quarterly coupon paid on that succeeding business day. It is possible that the index closing value of the underlying index could remain below the coupon barrier level for
extended periods of time or even throughout the entire term of the securities so that you may receive few or no contingent quarterly coupons during the entire 15-year
term of the securities.

If the final index value is greater than or equal to 50% of the initial index value, which we refer to as the downside threshold level, the payment at maturity wil be the
stated principal amount and, if the final index value is also greater than or equal to the coupon barrier level, the contingent quarterly coupon with respect to the final
determination date. However, if the final index value is less than the downside threshold level, investors will be fully exposed to the decline in the index over the term of
the securities on a 1 to 1 basis, and will receive an amount of cash that is significantly less than the stated principal amount, in proportion to the decline in the underlying
index. Under this scenario, the value of any such payment will be less than 50% of the stated principal amount of the securities and could be zero. Investors in the
securities must be willing to accept the risk of losing their entire principal and also the risk of not receiving any contingent quarterly coupons. In addition, investors will not
participate in any appreciation of the underlying index.

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 (212) 761-4000).

Key Investment Rationale

The securities do not guarantee any repayment of principal at maturity and offer investors an opportunity to earn a contingent quarterly coupon corresponding to 8.00%
per annum of the stated principal amount but only if the index closing value on the applicable quarterly determination date is greater than or equal to 75% of the initial
index value, which we refer to as the coupon barrier level. The payment at maturity will vary depending on the final index value, as follows:

Upside Scenario: A contingent quarterly
This scenario assumes that the underlying index closes at or above the coupon barrier level on some or all of the
coupon is paid for some or all quarterly
quarterly determination dates, including the final determination date. In this scenario, investors receive the contingent
periods and you receive your principal back
quarterly coupon with respect to each such determination date. At maturity, because the underlying index closes at or
at maturity
above both the coupon barrier level and the downside threshold level, investors receive both the stated principal
amount and the contingent quarterly coupon with respect to the final determination date. Investors will not participate in
any appreciation in the value of the underlying index from the initial index value, and the return on the securities will be
limited to the contingent quarterly coupons, if any, that are paid on the securities.
Downside Scenario: No contingent
This scenario assumes that the underlying index closes below the coupon barrier level on all or nearly all of the
quarterly coupon is paid during the term of
quarterly determination dates. In this scenario, investors do not receive any contingent quarterly coupons, or receive
the securities, or the contingent quarterly
contingent quarterly coupons for only a limited number of contingent coupon payment dates. At maturity, the underlying
coupon is paid for only a limited number of
index closes below both the coupon barrier level and the downside threshold level. Therefore, investors do not receive
quarterly periods, and your payment at
the contingent quarterly coupon for the last quarterly period and receive a payment at maturity that is less than 50% of
maturity is exposed to the negative
the stated principal amount of the securities and could be zero.
performance of the underlying index

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Al Payments on the Securities Subject to the Coupon Barrier and Downside Threshold Features Linked to the S&P 500® Index

S&P 500® Index Summary

The S&P 500® Index, which is calculated, maintained and published by Standard & Poor's Financial Services LLC ("S&P"), consists of 500 component stocks selected to
provide a performance benchmark for the U.S. equity markets. The calculation of the S&P 500® Index is based on the relative value of the float adjusted aggregate market
capitalization of the 500 component companies as of a particular time as compared to the aggregate average market capitalization of 500 similar companies during the
base period of the years 1941 through 1943.

Information as of market close on April 19, 2013:

Bloomberg Ticker Symbol:
SPX
Current Index Value:
1,555.25
52 Weeks Ago:
1,376.92
52 Week High (on 4/11/2013):
1,593.37
52 Week Low (on 6/1/2012):
1,278.04

For additional information about the S&P 500® Index, see the information set forth under "S&P 500® Index" in the accompanying index supplement. Furthermore, for
additional historical information, see "S&P 500® Index Overview" below.

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Al Payments on the Securities Subject to the Coupon Barrier and Downside Threshold Features Linked to the S&P 500® Index

Risk Factors

The following is a non-exhaustive list of certain key risk factors for investors in the securities. For further discussion of these and other risks, you
should read the section entitled "Risk Factors" in the accompanying index supplement and prospectus. You should also consult your investment, legal,
tax, accounting and other advisers in connection with your investment in the securities.

§
The securities do not guarantee the return of any principal. The terms of the securities differ from those of ordinary debt securities in that the
securities do not guarantee the payment of regular interest or the return of any of the principal amount at maturity. Instead, if the final index value is
less than the downside threshold level, you wil be ful y exposed to the decline in the index over the term of the securities on a 1 to 1 basis, and you
wil receive for each security that you hold at maturity an amount of cash that is significantly less than the stated principal amount, in proportion to the
decline in the underlying index. Under this scenario, the value of any such payment wil be less than 50% of the stated principal amount and could be
zero.

§
You will not receive any contingent quarterly coupon for any quarterly period where the index closing value on the related determination
date is less than the coupon barrier level. You wil receive a contingent quarterly coupon with respect to a quarterly period only if the index closing
value on the related determination date is greater than or equal to the coupon barrier level of 75% of the initial index value. If the index closing value
remains below the coupon barrier level on each determination date over the term of the securities, you wil not receive any contingent quarterly
coupons.

§
Investors will not participate in any appreciation in the value of the underlying index. Investors wil not participate in any appreciation in the
value of the underlying index from the initial index value, and the return on the securities wil be limited to the contingent quarterly coupons, if any, that
are paid on the securities. For example, if on the final determination date, the underlying index has appreciated 25% from the initial index value, the
payment at maturity would be limited to the stated principal amount of $1,000 and the contingent quarterly coupon of $20 per security. Under this
scenario, although the underlying index has substantial y increased, your payment at maturity is not correspondingly increased and at maturity, the
securities provide for only the payment of your initial investment and the contingent quarterly coupon.

§
The contingent quarterly coupon, if any, is paid on a quarterly basis and is based solely on the index closing value of the underlying index
on the specified determination dates. Whether the contingent quarterly coupon wil be paid with respect to a determination date wil be based on
the index closing value on such date. As a result, you wil not know whether you wil receive the contingent quarterly coupon until the related
determination date. Moreover, because the contingent quarterly coupon is based solely on the index closing value on a specific determination date, if
such index closing value is less than the coupon barrier level, you wil not receive any contingent quarterly coupon with respect to such determination
date, even if the index closing value of the underlying index was higher on other days during the term of the securities.

§
The market price will be influenced by many unpredictable factors. Several factors, many of which are beyond our control, wil influence the
value of the securities in the secondary market and the price at which MS & Co. may be wil ing to purchase or sel the securities in the secondary
market. We expect that general y the level of interest rates available in the market and the value of the underlying index on any day, including in
relation to the coupon barrier level and downside threshold level, wil affect the value of the securities more than any other factors. Other factors that
may influence the value of the securities include:

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

o
whether the index closing value of the S&P 500® Index is currently or has been below the downside threshold level on any determination
date,

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

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

o
the time remaining until the securities mature,

o
interest and yield rates in the market,

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o
the availability of comparable instruments,

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

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

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

You cannot predict the future performance of the S&P 500® Index based on its historical performance. The value of the underlying index may decrease
and be below the coupon barrier level on each determination date so that you wil receive no contingent quarterly coupons, and the value of the
underlying index may decrease and be below the downside threshold level on the final determination date so that you wil lose a significant portion or
all of your investment. There can be no assurance that the index closing value of the underlying index wil be greater than or equal to the coupon
barrier level on any determination date so that you wil receive any contingent quarterly coupon during the term of the securities, or that it wil be
greater than or equal to the downside threshold level on the final determination date so that you do not suffer a significant loss on your initial
investment in the securities. See "S&P 500® Index Overview" below.

§
The securities are subject to the credit risk of Morgan Stanley, and any actual or anticipated changes to its credit ratings or credit spreads
may adversely affect the market value of the securities. You are dependent on Morgan Stanley's ability to pay all amounts due on the securities
on each contingent coupon payment date or at maturity, and therefore you are subject to the credit risk of Morgan Stanley. The securities are not
guaranteed by any other entity. If Morgan Stanley defaults on its obligations under the securities, your investment would be at risk and you could lose
some or al of your investment. As a result, the market value of the securities prior to maturity wil be affected by changes in the market's view of
Morgan Stanley's creditworthiness. Any actual or anticipated decline in Morgan Stanley's credit ratings or increase in the credit spreads charged by
the market for taking Morgan Stanley credit risk is likely to adversely affect the market value of the securities.

§
Not equivalent to investing in the underlying index. Investing in the securities is not equivalent to investing in the underlying index or its component
stocks. Investors in the securities wil not have voting rights or rights to receive dividends or other distributions or any other rights with respect to
stocks that constitute the underlying index, and investors wil not participate in any appreciation of the underlying index over the term of the securities.

§
The securities will not be listed on any securities exchange and secondary trading may be limited. The securities wil not be listed on any
securities exchange. Therefore, there may be little or no secondary market for the securities. MS & Co. may, but is not obligated to, make a market in
the securities. Even if there is a secondary market, it may not provide enough liquidity to al ow you to trade or sel the securities easily. Because we
do not expect that other broker-dealers wil participate significantly in the secondary market for the securities, the price at which you may be able to
trade your securities 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 securities, it is likely that there would be no secondary market for the securities. Accordingly, you should be willing to hold your securities
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
securities 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 securities and the cost of hedging our obligations under the securities 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. Our subsidiaries may realize a profit from the expected hedging activity even if investors do not receive a favorable investment return
under the terms of the securities or in any secondary market transaction. In addition, any secondary market prices may differ from values determined
by pricing models used by MS & Co., as a result of dealer discounts, mark-ups or other transaction costs.

§
Hedging and trading activity by our subsidiaries could potentially affect the value of the securities. One or more of our subsidiaries have
carried out, and wil continue to carry out, hedging activities related to the securities (and to other instruments linked to the underlying index or its
component stocks), including trading in the stocks that constitute the underlying index as wel as in other instruments related to the underlying index.
Some of our subsidiaries also trade the stocks that constitute the underlying index and other financial instruments related to the underlying index on a
regular basis

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as part of their general broker-dealer and other businesses. Any of these hedging or trading activities on or prior to the pricing date could have
increased the initial index value and, therefore, could have increased (i) the coupon barrier level, which is the value at or above which the underlying
index must close on each determination date so that you receive a contingent quarterly coupon on the securities and (i ) the downside threshold level,
which is the value at or above which the underlying index must close on the final determination date so that you are not exposed to the negative
performance of the underlying index at maturity. Additionally, such hedging or trading activities during the term of the securities could potential y affect
the value of the underlying index on the determination dates and accordingly, the payout to you at maturity and whether we pay a contingent quarterly
coupon on the securities.

§
The calculation agent, which is a subsidiary of the issuer, will make determinations with respect to the securities. As calculation agent, MS
& Co. has determined the initial index value, the coupon barrier level and the downside threshold level, and wil determine the index closing value on
each determination date, including the final index value, whether the contingent quarterly coupon wil be paid on each contingent coupon payment date,
whether a market disruption event has occurred, and the payment that you wil receive at maturity, if any. Any of these determinations made by MS &
Co. in its capacity as calculation agent, including with respect to the occurrence or non-occurrence of market disruption events and the selection of a
successor index or calculation of the index closing value in the event of a market disruption event or discontinuance of the underlying index, may
adversely affect the payout to you at maturity and whether we pay a contingent quarterly coupon.

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

§
The U.S. federal income tax consequences of an investment in the securities are uncertain. There is no direct legal authority as to the proper
treatment of the securities for U.S. federal income tax purposes, and, therefore, significant aspects of the tax treatment of the securities are uncertain.

Please read the discussion under "Additional Provisions--Tax considerations" in this pricing supplement concerning the U.S. federal income tax
consequences of an investment in the securities. We intend to treat a security for U.S. federal income tax purposes as a single financial contract that
provides for a contingent quarterly coupon that wil be treated as gross income to you at the time received or accrued in accordance with your regular
method of tax accounting. We do not plan to request a ruling from the Internal Revenue Service (the "IRS") regarding the tax treatment of the
securities, and the IRS or a court may not agree with the tax treatment described herein. If the IRS were successful in asserting an alternative
treatment for the securities, the timing and character of income or loss on the securities might differ significantly from the tax treatment described
herein. For example, under one possible treatment, the IRS could seek to recharacterize the securities as debt instruments. In that event, U.S.
Holders could be required to accrue into income original issue discount on the securities every year at a "comparable yield" determined at the time of
issuance (as adjusted based on the difference, if any, between the actual and the projected amount of any contingent payments on the securities) and
recognize al income and gain in respect of the securities as ordinary income. Because a security provides for the return of principal except where the
final index value is below the downside threshold level, the risk that a security would be recharacterized, for U.S. federal income tax purposes, as a
debt instrument is higher than with other equity-linked securities that do not contain similar provisions. Non-U.S. Holders should note that we
currently intend to withhold on any contingent quarterly coupon paid to Non-U.S. Holders generally at a rate of 30%, or at a reduced rate
specified by an applicable income tax treaty under an "other income" or similar provision, and will not be required to pay any additional
amounts with respect to amounts withheld.

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In 2007, the U.S. Treasury Department and the IRS released a notice requesting comments on the U.S. federal income tax treatment of "prepaid
forward contracts" and similar instruments. While it is not clear whether the securities would be viewed as similar to the prepaid forward contracts
described in the notice, it is possible that any Treasury regulations or other guidance issued after consideration of these issues could materially and
adversely affect the tax consequences of an investment in the securities, possibly with retroactive effect. The notice focuses on a number of issues,
the most relevant of which for holders of the securities are the character and timing of income or loss and the degree, if any, to which income realized
by non-U.S. investors should be subject to withholding tax. Both U.S. and Non-U.S. Holders (as defined below) should consult their tax advisers
regarding the U.S. federal income tax consequences of an investment in the securities, including possible alternative treatments, the issues presented
by this notice and any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.

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Hypothetical Examples

The following hypothetical examples are for illustrative purposes only. Whether you receive a contingent quarterly coupon will be determined on each quarterly
determination date, and the payment at maturity, if any, will be determined on the final determination date. The actual initial index value, coupon barrier level and downside
threshold level are set forth on the cover page of this document. Any payment on the securities is subject to the credit risk of Morgan Stanley. The numbers in the
hypothetical examples may be rounded for ease of analysis. The below examples are based on the following terms:

Hypothetical Initial Index Value:
1,600
Hypothetical Coupon Barrier Level:
1,200, which is 75% of the hypothetical initial index value
Hypothetical Downside Threshold Level:
800, which is 50% of the hypothetical initial index value
Contingent Quarterly Coupon:
$20 (corresponding to 8.00% per annum of the stated principal amount) per security
Stated Principal Amount:
$1,000 per security
Total Number of Determination Dates:
60

Example 1. On 3 determination dates prior to the final determination date, the index closing value is greater than or equal to the coupon barrier level of 1,200, and the
index closing value on each other determination date prior to the final determination date is less than the coupon barrier level of 1,200. Therefore, you would receive the
contingent quarterly coupon of $20 with respect to those 3 determination dates, totaling $20 x 3 = $60. With respect to the remaining 57 determination dates, you would
receive no contingent quarterly coupon. On the final determination date, the index closing value is 640, which is less than both the coupon barrier level of 1,200 and the
downside threshold level of 800. As the final index value is less than the coupon barrier level, you would not receive the final contingent quarterly coupon. Also, as the
final index value is less than the downside threshold level, you would receive a payment at maturity equal to the product of the stated principal amount and the index
performance factor, calculated as follows:

stated principal amount x (final index value / initial index value) = $1,000 x (640 / 1,600) = $400

The total payment over the 15-year term of the securities is $60 + $400 = $460 per security, representing a substantial loss on your initial investment.

Example 2. On 9 determination dates prior to the final determination date, the index closing value is greater than or equal to the coupon barrier level of 1,200, and the
index closing value on each other determination date prior to the final determination date is less than the coupon barrier level of 1,200. Therefore, you would receive the
contingent quarterly coupon of $20 with respect to those 9 determination dates, totaling $20 x 9 = $180. With respect to the remaining 51 determination dates, you would
receive no contingent quarterly coupon. Moreover, on the final determination date, the index closing value is 640, which is less than both the coupon barrier level of 1,200
and the downside threshold level of 800. As the final index value is less than the coupon barrier level, you would not receive the final contingent quarterly coupon. Also,
as the final index value is less than the downside threshold level, you would receive a payment at maturity equal to the product of the stated principal amount and the
index performance factor, calculated as follows:

stated principal amount x (final index value / initial index value) = $1,000 x (640 / 1,600) = $400

The total payment over the 15-year term of the securities is $180 + $400 = $580 per security, representing a substantial loss on your initial investment.

Example 3. On 9 determination dates prior to the final determination date, the index closing value is greater than or equal to the coupon barrier level of 1,200, and the
index closing value on each other determination date prior to the final determination date is less than the coupon barrier level of 1,200. Therefore, you would receive the
contingent quarterly coupon of $20 with respect to those 9 determination dates, totaling $20 x 9 = $180. With respect to the remaining 50 determination dates before the
final determination date, you would receive no contingent quarterly coupon. On the final determination date, the index closing value is 1,300, which is greater than both
the coupon barrier level of 1,200 and the downside threshold level of 800. As the final index value is greater than or equal to both the coupon barrier level and the
downside threshold level, you would receive the stated principal amount plus a contingent quarterly coupon with respect to the final determination date, calculated as
follows:

stated principal amount + contingent quarterly coupon = $1,000 + $20 = $1,020

The total payment over the 15-year term of the securities is $180 + $1,020 = $1,200 per security.

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http://www.sec.gov/Archives/edgar/data/895421/000095010313002496/...

Contingent Income Securities due April 24, 2028
Al Payments on the Securities Subject to the Coupon Barrier and Downside Threshold Features Linked to the S&P 500® Index

Example 4. On 9 determination dates prior to the final determination date, the index closing value is greater than or equal to the coupon barrier level of 1,200, and the
index closing value on each other determination date prior to the final determination date is less than the coupon barrier level of 1,200. Therefore, you would receive the
contingent quarterly coupon of $20 with respect to those 9 determination dates, totaling $20 x 9 = $180. With respect to the remaining 50 determination dates before the
final determination date, you would receive no contingent quarterly coupon. On the final determination date, the index closing value is 1,000, which is less than the
coupon barrier level of 1,200 but greater than the downside threshold level of 800. As the final index value is less than the coupon barrier level, you would not receive a
contingent quarterly coupon with respect to the final determination date. As the final index value is greater than or equal to the downside threshold level, you would
receive the stated principal amount of $1,000 at maturity.

The total payment over the 15-year term of the securities is $180 + $1,000 = $1,180 per security.

Example 5. On each determination date prior to the final determination date, the index closing value is greater than or equal to the coupon barrier level of 1,200.
Therefore, you would receive the contingent quarterly coupon of $20 with respect to each such determination date, totaling $20 x 59 = $1,180 On the final determination
date, the index closing value is 3,600, which is greater than both the coupon barrier level of 1,200 and the downside threshold level of 800. As the final index value is
greater than or equal to the coupon barrier level and the downside threshold level, you would receive the stated principal amount plus a contingent quarterly coupon with
respect to the final determination date, calculated as follows:

stated principal amount + contingent quarterly coupon = $1,000 + $20 = $1,020

The total payment over the 15-year term of the securities is $1,180 + $1,020 = $2,200 per security.

This example represents the maximum amount payable over the 15-year term of the securities, and illustrates that although the level of the underlying index has
appreciated significantly, the investor's return is limited to the contingent quarterly coupons, without any participation in the appreciation of the underlying index.

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