Obbligazione Morgan Stanleigh 0% ( US61765G3589 ) in USD

Emittente Morgan Stanleigh
Prezzo di mercato 100 USD  ▲ 
Paese  Stati Uniti
Codice isin  US61765G3589 ( in USD )
Tasso d'interesse 0%
Scadenza 30/06/2025 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Morgan Stanley US61765G3589 in USD 0%, scaduta


Importo minimo 1 000 USD
Importo totale 14 038 000 USD
Cusip 61765G358
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Descrizione dettagliata 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 US61765G3589, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 30/06/2025







424B2 1 dp57434_424b2-ps344.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate

Amount of Registration
Offering Price
Fee
Trigger Performance Securities due 2025

$14,037,520

$1,631.16

Pricing Supplement No. 344

Registration Statement No. 333-200365
Dated June 26, 2015
Filed Pursuant to Rule 424(b)(2)
Morgan Stanley $14,037,520 Trigger Performance Securities
Linked to the EURO STOXX 50® Index due June 30, 2025
Principal at Risk Securities
I nve st m e nt De sc ript ion
These Trigger Performance Securities (the "Securities") are unsecured and unsubordinated debt securities issued by Morgan
Stanley with returns linked to the performance of the EURO STOXX 50® Index (the "Index"). If the Index Return is greater than
zero, Morgan Stanley will pay the Principal Amount at maturity plus a return equal to the product of (i) the Principal Amount
multiplied by (ii) the Index Return multiplied by (iii) the Participation Rate of 202.24%. If the Index Return is less than or equal to
zero, Morgan Stanley will either pay the full Principal Amount at maturity, or, if the Final Level is less than the Trigger Level,
Morgan Stanley will pay less than the full Principal Amount at maturity, if anything, resulting in a loss of principal that is
proportionate to the negative Index Return. These long-dated Securities are for investors who seek an equity index-based return
and who are willing to risk a loss on their principal and forgo current income in exchange for the Participation Rate feature and the
contingent repayment of principal, which applies only if the Final Level is not less than the Trigger Level, each as applicable at
maturity. I nve st ing in t he Se c urit ie s involve s signific a nt risk s. Y ou w ill not re c e ive int e re st or divide nd
pa ym e nt s during t he t e rm of t he Se c urit ie s. Y ou m a y lose som e or a ll of your Princ ipa l Am ount . T he
c ont inge nt re pa ym e nt of princ ipa l a pplie s only if you hold t he Se c urit ie s t o m a t urit y.
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.
Fe a t ure s
K e y Da t e s
Participation in Positive Index Returns: If the Index

Trade Date
June 26, 2015
Return is greater than zero, Morgan Stanley will pay the
Settlement Date
June 30, 2015
Principal Amount at maturity plus pay a return equal to the
Final Valuation Date*
June 24, 2025
Index Return multiplied by the Participation Rate. If the Index
Maturity Date*
June 30, 2025
Return is less than zero, investors may be exposed to the
* Subject to postponement in the event of a Market
negative Index Return at maturity.
Disruption Event or for non-Index Business Days. See
Contingent Repayment of Principal at Maturity: If the
"Postponement of Final Valuation Date and Maturity Date"
Index Return is equal to or less than zero and the Final Level
under "Additional Terms of the Securities."
is not less than the Trigger Level, Morgan Stanley will pay the
Principal Amount at maturity. However, if the Final Level is less
than the Trigger Level, Morgan Stanley will pay less than the
full Principal Amount, if anything, resulting in a loss of principal
that is proportionate to the negative Index Return. The
contingent repayment of principal applies only if you hold the
Securities to maturity. Any payment on the Securities, including
any repayment of principal, is subject to the creditworthiness of
Morgan Stanley.
T H E SECU RI T I ES ARE SI GN I FI CAN T LY RI SK I ER T H AN CON V EN T I ON AL DEBT I N ST RU M EN T S. T H E T ERM S
OF T H E SECU RI T I ES M AY N OT OBLI GAT E M ORGAN ST AN LEY T O REPAY T H E FU LL PRI N CI PAL AM OU N T OF
T H E SECU RI T I ES. T H E SECU RI T I ES CAN H AV E DOWN SI DE M ARK ET RI SK SI M I LAR T O T H E I N DEX , WH I CH
CAN RESU LT I N A LOSS OF SOM E OR ALL OF Y OU R I N V EST M EN T AT M AT U RI T Y . T H I S M ARK ET RI SK I S I N
ADDI T I ON T O T H E CREDI T RI SK I N H EREN T I N PU RCH ASI N G A DEBT OBLI GAT I ON OF M ORGAN ST AN LEY .
Y OU SH OU LD N OT PU RCH ASE T H E SECU RI T I ES I F Y OU DO N OT U N DERST AN D OR ARE N OT
COM FORT ABLE WI T H T H E SI GN I FI CAN T RI SK S I N V OLV ED I N I N V EST I N G I N T H E SECU RI T I ES. T H E
SECU RI T I ES WI LL N OT BE LI ST ED ON AN Y SECU RI T I ES EX CH AN GE.
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Y OU SH OU LD CAREFU LLY CON SI DER T H E RI SK S DESCRI BED U N DER ``K EY RI SK S'' BEGI N N I N G ON PAGE 5
OF T H I S PRI CI N G SU PPLEM EN T I N CON N ECT I ON WI T H Y OU R PU RCH ASE OF T H E SECU RI T I ES. EV EN T S
RELAT I N G T O AN Y OF T H OSE RI SK S, OR OT H ER RI SK S AN D U N CERT AI N T I ES, COU LD ADV ERSELY AFFECT
T H E M ARK ET V ALU E OF, AN D T H E RET U RN ON , Y OU R SECU RI T I ES.
Se c urit y Offe ring
Morgan Stanley is offering Trigger Performance Securities linked to the EURO STOXX 50® Index. The Securities are not subject
to a predetermined maximum gain and, accordingly, any return at maturity will be determined by the performance of the Index. The
Securities are offered at a minimum investment of 100 Securities at the Price to Public listed below.
Pa rt ic ipa t ion
I nde x
I nit ia l Le ve l
Ra t e
T rigge r Le ve l
CU SI P
I SI N
2,353.89, which is
EURO STOXX 50® Index
3,621.37
202.24%
approximately 65%
61765G358
US61765G3589
of the Initial Level
Se e "Addit iona l I nform a t ion a bout M orga n St a nle y a nd t he Se c urit ie s" on pa ge 2 . T he Se c urit ie s w ill ha ve
t he t e rm s se t fort h in t he a c c om pa nying prospe c t us, prospe c t us supple m e nt a nd inde x supple m e nt a nd t his
pric ing supple m e nt .
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these Securities or
passed upon the adequacy or accuracy of this pricing supplement or the accompanying prospectus supplement, index supplement
and prospectus. 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 guaranteed by, a
bank.
Est im a t e d va lue on t he T ra de Da t e
$8.841 per Security. See "Additional Information about Morgan Stanley and the
Securities" on page 2.
U nde rw rit ing
Proc e e ds t o M orga n

Pric e t o Public
Disc ount (1)
St a nle y(2)
Per Security
$10.00
$0.50
$9.50
Total
$14,037,520
$701,876
$13,335,644
(1) UBS Financial Services Inc., acting as dealer, will receive from Morgan Stanley & Co. LLC, the agent, a fixed sales
commission of $0.50 for each Security it sells. For more information, please see "Supplemental Plan of Distribution; Conflicts of
Interest" on page 21 of this pricing supplement.

(2) See "Use of Proceeds and Hedging" on page 20.

The agent for this offering, Morgan Stanley & Co. LLC, is our wholly-owned subsidiary. See "Supplemental Plan of Distribution;
Conflicts of Interest" on page 21 of this pricing supplement.
Morgan Stanley
UBS Financial Services Inc.




Addit iona l I nform a t ion a bout M orga n St a nle y a nd t he Se c urit ie s

Morgan Stanley has filed a registration statement (including a prospectus, as supplemented by a prospectus supplement and an
index supplement) with the SEC for the offering to which this communication relates. In connection with your investment, you
should read the prospectus in that registration statement, the prospectus supplement, the index 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 for free by visiting EDGAR on the SEC website at.www.sec.gov. Alternatively,
Morgan Stanley, any underwriter or any dealer participating in this offering will arrange to send you the prospectus, the prospectus
supplement and the index supplement if you so request by calling toll-free 1-(800)-584-6837.

You may access the accompanying prospectus supplement, index supplement and prospectus on the SEC website at.www.sec.gov
as follows:

Prospectus supplement dated November 19, 2014:
http://www.sec.gov/Archives/edgar/data/895421/000095010314008172/dp51153_424b2-seriesf.htm

Index supplement dated November 19, 2014:
http://www.sec.gov/Archives/edgar/data/895421/000095010314008192/dp51025_424b2-uis.htm
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Prospectus dated November 19, 2014:
http://www.sec.gov/Archives/edgar/data/895421/000095010314008169/dp51151_424b2-base.htm

References to "Morgan Stanley," "we," "our" and "us" refer to Morgan Stanley. In this document, the "Securities" refers to the
Trigger Performance Securities that are offered hereby. Also, references to the accompanying "prospectus", "prospectus
supplement" and "index supplement" mean the Morgan Stanley prospectus dated November 19, 2014, the Morgan Stanley
prospectus supplement dated November 19, 2014 and the Morgan Stanley index supplement dated November 19, 2014,
respectively.

You should rely only on the information incorporated by reference or provided in this pricing supplement or the accompanying
prospectus supplement, index supplement and prospectus. We have not authorized anyone to provide you with different
information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume
that the information in this pricing supplement or the accompanying prospectus supplement, index supplement and prospectus is
accurate as of any date other than the date on the front of this document.

If the terms discussed in this pricing supplement differ from those discussed in the prospectus supplement, index supplement or
prospectus, the terms contained in this pricing supplement will control.

The Issue Price of each Security is $10. This price includes costs associated with issuing, selling, structuring and hedging the
Securities, which are borne by you, and, consequently, the estimated value of the Securities on the Trade Date is less than $10.
We estimate that the value of each Security on the Trade Date is $8.841.

What goes into the estimated value on the Trade Date?

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

In determining the economic terms of the Securities, including the Participation Rate and the Trigger Level, 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 Trade Date and the secondary market price of the Securities?

The price at which MS & Co. purchases the Securities in the secondary market, absent changes in market conditions, including
those related to the Index, may vary from, and be lower than, the estimated value on the Trade 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 and other factors. However, because the costs associated with issuing, selling,
structuring and hedging the Securities are not fully deducted upon issuance, for a period of up to 17 months following the
Settlement Date, to the extent that MS & Co. may buy or sell the Securities in the secondary market, absent changes in market
conditions, including those related to the Index, and to our secondary market credit spreads, it would do so based on values higher
than the estimated value. We expect that those higher values will also be reflected in your brokerage account statements.

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

2


I nve st or Suit a bilit y



T he Se c urit ie s m a y be suit a ble for you if:

T he Se c urit ie s m a y not be suit a ble for you if:


¨ You fully understand the risks inherent in an investment in
¨ You do not fully understand the risks inherent in an
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the Securities, including the risk of loss of your entire
investment in the Securities, including the risk of loss of
initial investment.
your entire initial investment.


¨ You can tolerate a loss of all or a substantial portion of
¨ You cannot tolerate a loss of all or a substantial portion of
your Principal Amount and are willing to make an
your Principal Amount, and you are not willing to make an
investment that may have the same downside market risk
investment that may have the same downside market risk
as the Index.
as the Index.


¨ You are willing to hold the Securities to maturity, as set
¨ You require an investment designed to provide a full return
forth on the cover of this pricing supplement, and accept
of principal at maturity.
that there may be little or no secondary market for the

Securities.
¨ You are unable or unwilling to hold the Securities to

maturity, as set forth on the cover of this pricing
¨ You seek an investment with returns based on the
supplement, or you seek an investment for which there
performance of companies located within the Eurozone.
will be an active secondary market.


¨ You believe the Index will appreciate over the term of the
¨ You do not seek an investment with returns based on the
Securities and you are willing to invest in the Securities
performance of companies located within the Eurozone.
based on the Participation Rate of 202.24%.


¨ You believe that the level of the Index will decline during
¨ You can tolerate fluctuations of the price of the Securities
the term of the Securities and is likely to close below the
prior to maturity that may be similar to or exceed the
Trigger Level on the Final Valuation Date.
downside fluctuations in the level of the Index.


¨ You are unwilling to invest in the Securities based on the
¨ You do not seek current income from your investment and
Participation Rate of 202.24%.
are willing to forgo dividends paid on the stocks included

in the Index.
¨ You prefer the lower risk, and, therefore, accept the

potentially lower returns, of conventional debt securities
¨ You are willing to assume the credit risk of Morgan Stanley,
with comparable maturities issued by Morgan Stanley or
as issuer of the Securities, and understand that if Morgan
another issuer with a similar credit rating.
Stanley defaults on its obligations you may not receive any

amounts due to you including any repayment of principal.
¨ You seek current income from your investment or prefer to

receive the dividends paid on the stocks included in the
Index.

¨ You are not willing or are unable to assume the credit risk
associated with Morgan Stanley, as issuer of the
Securities, for any payment on the Securities, including
any repayment of principal.

T he inve st or suit a bilit y c onside ra t ions ide nt ifie d a bove a re not e x ha ust ive . Whe t he r or not t he Se c urit ie s
a re a suit a ble inve st m e nt for you w ill de pe nd on your individua l c irc um st a nc e s, a nd you should re a c h a n
inve st m e nt de c ision only a ft e r you a nd your inve st m e nt , le ga l, t a x , a c c ount ing a nd ot he r a dvisors ha ve
c a re fully c onside re d t he suit a bilit y of a n inve st m e nt in t he Se c urit ie s in light of your pa rt ic ula r
c irc um st a nc e s. Y ou should a lso re vie w "K e y Risk s" on pa ge 5 of t his pric ing supple m e nt a nd "Risk Fa c t ors"
be ginning on pa ge 5 of t he a c c om pa nying prospe c t us for risk s re la t e d t o a n inve st m e nt in t he Se c urit ie s.

3


Fina l T e rm s

I nve st m e nt T im e line
Issuer
Morgan Stanley
The Closing Level of the Index
Issue Price (per
$10.00 per Security
(Initial Level) is observed, the
Security)
Trigger Level is determined and the
Principal Amount
$10.00 per Security
Participation Rate is set.
Term
10 years
The Final Level and Index Return
Index
EURO STOXX 50® Index
are determined on the Final
Trigger Level
2,353.89, which is approximately 65% of
Valuation Date.
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the Initial Level.

Participation Rate
202.24%
I f t he I nde x Re t urn is gre a t e r
Payment at Maturity I f t he I nde x Re t urn is gre a t e r
t ha n ze ro , Morgan Stanley will pay
(per Security)
t ha n ze ro , Morgan Stanley will pay
you a cash payment per Security
you an amount calculated as follows:
equal to:


$10 + [$10 × (Index Return ×
$10 + [$10 × (Index Return ×
Participation Rate)]
Participation Rate)]


I f t he I nde x Re t urn is le ss t ha n
I f t he I nde x Re t urn is le ss
or e qua l t o ze ro a nd t he Fina l
t ha n or e qua l t o ze ro a nd t he
Le ve l is gre a t e r t ha n or e qua l t o
Fina l Le ve l is gre a t e r t ha n or
t he T rigge r Le ve l, Morgan Stanley
e qua l t o t he T rigge r Le ve l on
will pay you a cash payment of:
t he Fina l V a lua t ion Da t e ,

Morgan Stanley will pay you a cash
$10 per Security
payment of $10 per $10 Security.


I f t he Fina l Le ve l is le ss t ha n
I f t he Fina l Le ve l is le ss t ha n
t he T rigge r Le ve l, Morgan Stanley
t he T rigge r Le ve l on t he Fina l
will pay you an amount calculated as
V a lua t ion Da t e , Morgan Stanley
follows:
will pay you a cash payment at

maturity equal to:
$10 + ($10 × Index Return)


$10 + ($10 × Index Return)
I n t his c a se , you c ould lose up

t o a ll of your Princ ipa l Am ount
U nde r t he se c irc um st a nc e s,
in a n a m ount proport iona t e t o

you w ill lose a signific a nt
t he ne ga t ive I nde x Re t urn.
port ion, a nd c ould lose a ll, of

your Princ ipa l Am ount .
Index Return

Final Level ­ Initial Level


Initial Level
Initial Level
3,621.37, which is the Closing Level of
the Index on the Trade Date.
Final Level
The Closing Level of the Index on the
Final Valuation Date.
Final Valuation Date June 24, 2025, subject to postponement
in the event of a Market Disruption
Event or for non-Index Business Days.
CUSIP / ISIN
61765G358 / US61765G3589
Calculation Agent
Morgan Stanley & Co. LLC

I N V EST I N G I N T H E SECU RI T I ES I N V OLV ES SI GN I FI CAN T RI SK S. Y OU M AY LOSE Y OU R EN T I RE PRI N CI PAL
AM OU N T . AN Y PAY M EN T ON T H E SECU RI T I ES I S SU BJ ECT T O T H E CREDI T WORT H I N ESS OF M ORGAN
ST AN LEY . I F M ORGAN ST AN LEY WERE T O DEFAU LT ON I T S PAY M EN T OBLI GAT I ON S, Y OU M AY N OT
RECEI V E AN Y AM OU N T S OWED T O Y OU U N DER T H E SECU RI T I ES AN D Y OU COU LD LOSE Y OU R EN T I RE
I N V EST M EN T .


4


K e y Risk s

An investment in the Securities involves significant risks. Some of the risks that apply to the Securities are summarized here, but
we urge you to also read the "Risk Factors" section of the accompanying prospectus. You should also consult your investment,
legal, tax, accounting and other advisers in connection with your investment in the Securities.

¨
T he Se c urit ie s do not gua ra nt e e a ny re t urn of princ ipa l ­ The terms of the Securities differ from those of ordinary
debt securities in that Morgan Stanley is not necessarily obligated to repay any of the Principal Amount at maturity. If the Final
Level is less than the Trigger Level (which is 65% of the Initial Level), you will be exposed to the full negative Index Return
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and the payout owed at maturity by Morgan Stanley will be an amount in cash that is at least 35% less than the $10 Principal
Amount of each Security, resulting in a loss proportionate to the decrease in the value of the Index from the Initial Level to the
Final Level. There is no minimum payment at maturity on the Securities, and, accordingly, you could lose all of your Principal
Amount in the Securities.

¨
Y ou m a y inc ur a loss on your inve st m e nt if you se ll your Se c urit ie s prior t o m a t urit y ­ The Trigger Level is
observed on the Final Valuation Date and the contingent repayment of principal applies only at maturity. If you are able to sell
your Securities in the secondary market prior to maturity, you may have to sell them at a loss relative to your initial investment
even if the Closing Level of the Index is above the Trigger Level at that time.

¨
T he Pa rt ic ipa t ion Ra t e a pplie s only if you hold t he Se c urit ie s t o m a t urit y ­ You should be willing to hold your
Securities to maturity. If you are able to sell your Securities prior to maturity in the secondary market, the price you receive will
likely not reflect the full economic value of the Participation Rate or the Securities themselves, and the return you realize may
be less than the Index's return even if such return is positive. You can receive the full benefit of the Participation Rate from
Morgan Stanley only if you hold your Securities to maturity.

¨
T he Se c urit ie s a re subje c t t o t he c re dit risk of M orga n St a nle y, a nd a ny a c t ua l or a nt ic ipa t e d c ha nge s t o
it s 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 Se c urit ie s ­ You are
dependent on Morgan Stanley's ability to pay all amounts due on the Securities at maturity, if any, and therefore you are
subject to the credit risk of Morgan Stanley. If Morgan Stanley defaults on its obligations under the Securities, your investment
would be at risk and you could lose some or all of your investment. As a result, the market value of the Securities prior to
maturity will be affected by changes in the market's view of Morgan Stanley's creditworthiness. Any actual or anticipated
decline in Morgan Stanley's credit ratings or increase in the credit spreads charged by the market for taking Morgan Stanley
credit risk is likely to adversely affect the market value of the Securities.

¨
T he Se c urit ie s do not pa y int e re st ­ Morgan Stanley will not pay any interest with respect to the Securities over the
term of the Securities.

¨
T he m a rk e t pric e of t he Se c urit ie s m a y be influe nc e d by m a ny unpre dic t a ble fa c t ors ­ Several factors, many
of which are beyond our control, will influence the value of the Securities in the secondary market and the price at which MS &
Co. may be willing to purchase or sell the Securities in the secondary market (if at all), including:

o
the value of the Index at any time,

o
the volatility (frequency and magnitude of changes in value) of the Index,

o
interest and yield rates in the market,

o
geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the Index or stock
markets generally and which may affect the Initial Level and/or the Final Level,

o
the time remaining until the Securities mature, and

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

Some or all of these factors will influence the price that you will receive if you are able to sell your Securities prior to maturity.
Generally, the longer the time remaining to maturity, the more the market price of the Securities will be affected by the other
factors described above. For example, you may have to sell your Securities at a substantial discount from the principal amount
of $10 per Security if the value of the Index at the time of sale is at or below or moderately above its Initial Level, and
especially if it is near or below the Trigger Level, or if market interest rates rise. You cannot predict the future performance of
the Index based on its historical performance.

¨
T he a m ount pa ya ble on t he Se c urit ie s is not link e d t o t he le ve l of t he I nde x a t a ny t im e ot he r t ha n t he
Fina l V a lua t ion Da t e ­ The Final Level will be based on the Closing Level of the Index on the Final Valuation Date,
subject to postponement for non-Index Business Days and certain Market Disruption Events. Even if the level of the Index
appreciates prior to the Final Valuation Date but then drops by the Final Valuation Date, the Payment at Maturity may be
significantly less than it would have been had the Payment at Maturity been linked to the level of the Index prior to such drop.
Although the actual level of the Index on the stated Maturity Date or at other times during the term of the Securities may be
higher than the Final Level, the Payment at Maturity will be based solely on the Closing Level of the Index on the Final
Valuation Date as compared to the Initial Level.
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5


¨
T he Se c urit ie s a re link e d t o t he EU RO ST OX X 5 0 ® I nde x a nd a re subje c t t o risk s a ssoc ia t e d w it h
inve st m e nt s in se c urit ie s link e d t o t he va lue of fore ign e quit y se c urit ie s. The Securities are linked to the value
of foreign equity securities. Investments in securities linked to the value of foreign equity securities involve risks associated with
the securities markets in those countries, including risks of volatility in those markets, governmental intervention in those
markets and cross-shareholdings in companies in certain countries. Although the equity securities included in the EURO
STOXX 50® Index are traded in foreign currencies, the value of your Securities (as measured in U.S. dollars) will not be
adjusted for any exchange rate fluctuations. Also, there is generally less publicly available information about foreign companies
than about U.S. companies that are subject to the reporting requirements of the United States Securities and Exchange
Commission, and foreign companies are subject to accounting, auditing and financial reporting standards and requirements
different from those applicable to U.S. reporting companies. The prices of securities issued in foreign markets may be affected
by political, economic, financial and social factors in those countries, or global regions, including changes in government,
economic and fiscal policies and currency exchange laws. Local securities markets may trade a small number of securities and
may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of holdings difficult or
impossible at times. Moreover, the economies in such countries may differ favorably or unfavorably from the economy in the
United States in such respects as growth of gross national product, rate of inflation, capital reinvestment, resources, self-
sufficiency and balance of payment positions.

¨
I nve st ing in t he Se c urit ie s is not e quiva le nt t o inve st ing in t he I nde x or t he st oc k s c om posing t he I nde x
­Investing in the Securities is not equivalent to investing in the Index or the stocks that constitute the Index. Investors in the
Securities will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to the
stocks that constitute the Index. Additionally, the Index is not a "total return" index, which, in addition to reflecting the market
prices of the stocks that constitute the Index, would also reflect dividends paid on such stocks. The return on the Securities will
not include such a total return feature.

¨
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 Se c urit ie s in
t he I ssue Pric e re duc e t he e c onom ic t e rm s of t he Se c urit ie s, c a use t he e st im a t e d va lue of t he
Se c urit ie s t o be le ss t ha n t he I ssue 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., may be
willing to purchase the Securities in secondary market transactions will likely be significantly lower than the Issue Price,
because secondary market prices will exclude the issuing, selling, structuring and hedging-related costs that are included in the
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 as well as other factors.

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

However, because the costs associated with issuing, selling, structuring and hedging the Securities are not fully deducted upon
issuance, for a period of up to 17 months following the Settlement Date, to the extent that MS & Co. may buy or sell the
Securities in the secondary market, absent changes in market conditions, including those related to the Index, and to our
secondary market credit spreads, it would do so based on values higher than the estimated value, and we expect that those
higher values will also be reflected in your brokerage account statements.

¨
T he e st im a t e d va lue of t he Se c urit ie 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 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 Securities than those generated by
others, including other dealers in the market, if they attempted to value the Securities. In addition, the estimated value on the
Trade Date does not represent a minimum or maximum price at which dealers, including MS & Co., would be willing to
purchase your Securities in the secondary market (if any exists) at any time. The value of your Securities 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. See also "The market price of the Securities may be influenced by many
unpredictable factors" above.
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¨
Adjust m e nt s t o t he I nde x c ould a dve rse ly a ffe c t t he va lue of t he Se c urit ie s ­ The index publisher of the Index
is responsible for calculating and maintaining the Index. The index publisher may add, delete or substitute the stocks
constituting the Index or make other methodological changes required by certain corporate events relating to the stocks
constituting the Index, such as stock dividends, stock splits, spin-offs, rights offerings and extraordinary dividends, that could
change the value of the Index. The index publisher may discontinue or suspend calculation or publication of the Index at any
time. In these circumstances, the Calculation Agent will have the sole discretion to substitute a Successor Index that is
comparable to the discontinued Index, and is permitted to consider indices that are calculated and published by the Calculation
Agent or any of its affiliates. Any of these actions could adversely affect the value of the Index and, consequently, the value of
the Securities.

¨
T he Se c urit ie 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
Securities will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the
Securities. MS &

6


Co. may, but is not obligated to, make a market in the Securities 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 Securities, 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 Securities. Even if there is a secondary market, it may not provide
enough liquidity to allow you to trade or sell the Securities easily. Since other broker-dealers may not 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 willing to transact. If, at any time, MS & Co. were to cease making 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.

¨
H e dging a nd t ra ding a c t ivit y by our subsidia rie s c ould pot e nt ia lly a dve rse ly a ffe c t t he va lue of t he
Se c urit ie s ­ One or more of our subsidiaries and/or third-party dealers have carried out, and will continue to carry out,
hedging activities related to the Securities, including trading in the constituent stocks of the Index, in futures or options
contracts on the Index or the constituent stocks of the Index, as well as in other instruments related to the Index. As a result,
these entities may be unwinding or adjusting hedge positions during the term of the Securities, and the hedging strategy may
involve greater and more frequent dynamic adjustments to the hedge as the Final Valuation Date approaches. MS & Co. and
some of our other subsidiaries also trade the constituent stocks of the Index, in futures or options contracts on the constituent
stocks of the Index, as well as in other instruments related to the Index, on a regular basis as part of their general broker-
dealer and other businesses. Any of these hedging or trading activities on or prior to the Trade Date could have increased the
Initial Level of the Index, and, therefore, could have increased the Trigger Level, which is the level at or above which the Index
must close on the Final Valuation Date so that investors do not suffer a significant loss on their initial investment in the
Securities. Additionally, such hedging or trading activities during the term of the Securities, including on the Final Valuation
Date, could adversely affect the Closing Level of the Index on the Final Valuation Date, and, accordingly, the amount of cash
payable at maturity, if any.

¨
Pot e nt ia l c onflic t of int e re st ­ As Calculation Agent, MS & Co. has determined the Initial Level, the Trigger Level and
the Participation Rate, will determine the Final Level and whether any Market Disruption Event has occurred, and will calculate
the amount payable at maturity, if any. Moreover, certain determinations made by MS & Co., in its capacity as Calculation
Agent, may require it to exercise discretion and make subjective judgments, such as with respect to the occurrence or non-
occurrence of Market Disruption Events and the selection of a Successor Index or calculation of the Final Level in the event of
a discontinuance of the Index or a Market Disruption Event. These potentially subjective determinations may adversely affect
the payout to you at maturity, if any. For further information regarding these types of determinations, see "Additional Terms of
the Securities--Postponement of Final Valuation Date and Maturity Date," "--Discontinuance of the Index; Alteration of Method
of Calculation" and "--Calculation Agent and Calculations" below. In addition, MS & Co. has determined the estimated value of
the Securities on the Trade Date.

¨
Pot e nt ia lly inc onsist e nt re se a rc h, opinions or re c om m e nda t ions by M orga n St a nle y, U BS or our or t he ir
re spe c t ive a ffilia t e s ­ Morgan Stanley, UBS and our or their respective affiliates may publish research from time to time on
financial markets and other matters that may influence the value of the Securities, or express opinions or provide
recommendations that are inconsistent with purchasing or holding the Securities. Any research, opinions or recommendations
expressed by Morgan Stanley, UBS or our or their respective affiliates may not be consistent with each other and may be
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modified from time to time without notice. Investors should make their own independent investigation of the merits of investing
in the Securities and the Index to which the Securities are linked.

¨
U nc e rt a in T a x T re a t m e nt ­ Please note that the discussions in this pricing supplement concerning the U.S. federal
income tax consequences of an investment in the Securities supersede the discussions contained in the accompanying
prospectus supplement. Subject to the discussion under "What Are the Tax Consequences of the Securities" in this pricing
supplement, although there is uncertainty regarding the U.S. federal income tax consequences of an investment in the
Securities due to the lack of governing authority, in the opinion of our counsel, Davis Polk & Wardwell LLP ("our counsel"),
under current law, and based on current market conditions, each Security should be treated as a single financial contract that
is an "open transaction" for U.S. federal income tax purposes.

If the Internal Revenue Service (the "IRS") were successful in asserting an alternative treatment for the Securities, the timing
and character of income on the Securities might differ significantly. For example, under one possible treatment, the IRS could
seek to recharacterize the Securities as debt instruments. In that event, U.S. Holders would be required to accrue into income
original issue discount on the Securities every year at a "comparable yield" determined at the time of issuance and recognize
all income and gain in respect of the Securities as ordinary income. The risk that financial instruments providing for buffers,
triggers or similar downside protection features, such as the Securities, would be recharacterized as debt is greater than the
risk of recharacterization for comparable financial instruments that do not have such features. We do not plan to request a
ruling from the IRS regarding the tax treatment of the Securities, and the IRS or a court may not agree with the tax treatment
described in this pricing supplement. Please read carefully the discussion under "What Are the Tax Consequences of the
Securities" in this pricing supplement concerning the U.S. federal income tax consequences of an investment in the Securities.

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. The notice focuses in particular on whether to require

7


holders of these instruments to accrue income over the term of their investment. It also asks for comments on a number of
related topics, including the character of income or loss with respect to these instruments; whether short-term instruments
should be subject to any such accrual regime; the relevance of factors such as the exchange-traded status of the instruments
and the nature of the underlying property to which the instruments are linked; the degree, if any, to which income (including any
mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these instruments are or
should be subject to the "constructive ownership" rule, which very generally can operate to recharacterize certain long-term
capital gain as ordinary income and impose an interest charge. While the notice requests comments on appropriate transition
rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could
materially and adversely affect the tax consequences of an investment in the Securities, possibly with retroactive effect.

Bot h U .S. a nd N on -U .S. H olde rs should re a d c a re fully t he disc ussion unde r "Wha t Are t he T a x
Conse que nc e s of t he Se c urit ie s" in t his pric ing supple m e nt a nd c onsult t he ir t a x a dvise rs 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 Se c urit ie 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 non -U .S. t a x ing jurisdic t ion.

8


Sc e na rio Ana lysis a nd Ex a m ple s a t M a t urit y

The below scenario analysis and examples are provided for illustrative purposes only and are hypothetical. They do not purport to
be representative of every possible scenario concerning increases or decreases in the level of the Index relative to the Initial Level.
We cannot predict the Final Level on the Final Valuation Date. You should not take the scenario analysis and these examples as
an indication or assurance of the expected performance of the Index. The numbers appearing in the examples below have been
rounded for ease of analysis. The following scenario analysis and examples illustrate the payment at maturity for a $10.00 security
on a hypothetical offering of the Securities and reflect the Participation Rate of 202.24% and the following terms*:

Investment term:
10 years
Hypothetical Initial Level:
3,700
Hypothetical Trigger Level:
2,405 (65% of the hypothetical Initial Level)
Participation Rate:
202.24%
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* The actual Initial Level and Trigger Level are specified on the cover of this pricing supplement.

Ex a m ple 1 -- T he le ve l of t he I nde x increases from a n I nit ia l Le ve l of 3 ,7 0 0 t o a Fina l Le ve l of 4 ,0 7 0 . The Index
Return is greater than zero and expressed as a formula:

Index Return = (4,070 - 3,700) / 3,700 = 10.00%

Payment at Maturity = $10 + [$10 × (10.00% × 202.24%)] = $12.0224

Because the Index Return is equal to 10.00%, the Payment at Maturity is equal to $12.0224 per $10.00 Principal Amount of
Securities, resulting in a total return on the Securities of 20.224%.

Ex a m ple 2 -- T he Fina l Le ve l is e qua l t o t he I nit ia l Le ve l of 3 ,7 0 0 . The Index Return is zero and expressed as a
formula:

Index Return = (3,700 ­ 3,700) / 3,700 = 0.00%

Payment at Maturity = $10.00

Because the Index Return is zero, the Payment at Maturity per Security is equal to the original $10.00 Principal Amount per
Security, resulting in a zero percent return on the Securities.

Ex a m ple 3 -- T he le ve l of t he I nde x decreases from a n I nit ia l Le ve l of 3 ,7 0 0 t o a Fina l Le ve l of 3 ,3 3 0 . The Index
Return is negative and expressed as a formula:

Index Return = (3,330 - 3,700) / 3,700 = -10.00%

Payment at Maturity = $10.00

Because the Index Return is less than zero, but the Final Level is greater than or equal to the Trigger Level on the Final Valuation
Date, Morgan Stanley will pay you a Payment at Maturity equal to $10.00 per $10.00 Principal Amount of Securities, resulting in a
zero percent return on the Securities.

Ex a m ple 4 -- T he le ve l of t he I nde x decreases from a n I nit ia l Le ve l of 3 ,7 0 0 t o a Fina l Le ve l of 1 ,4 8 0 . The Index
Return is negative and expressed as a formula:

Index Return = (1,480 - 3,700) / 3,700 = -60.00%

Payment at Maturity = $10 + ($10 × -60.00%) = $4.00

Because the Index Return is less than zero and the Final Level is below the Trigger Level on the Final Valuation Date, the
Securities will be fully exposed to any decline in the level of the Index on the Final Valuation Date. Therefore, the Payment at
Maturity is equal to $4.00 per $10.00 Principal Amount of Securities, resulting in a total loss on the Securities of 60.00%.

If the Final Level is below the Trigger Level on the Final Valuation Date, the Securities will be fully exposed to any decline
in the Index, and you will lose a significant portion or all of your Principal Amount at maturity.

9


Scenario Analysis ­ Hypothetical Payment at Maturity for each $10.00 Principal Amount of Securities.

Performance of the Index*
Performance of the Securities
Return on Securities
Final Level
Index Return
Participation Rate
Payment at Maturity
Purchased at $10.00(1)

7,400
100.00%
202.24%
$30.2240
202.240%

7,030
90.00%
202.24%
$28.2016
182.016%

6,660
80.00%
202.24%
$26.1792
161.792%

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