Obbligazione Morgan Stanley Financial 0% ( US61768DU943 ) in USD

Morgan Stanley Financial

102.91 USD ⇌

Stati Uniti

US61768DU943 ( in USD )

31/03/2026 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Morgan Stanley Finance US61768DU943 in USD 0%, scaduta

1 000 USD

61768DU94

N/A

Morgan Stanley è una delle maggiori istituzioni finanziarie globali, operante in servizi di investment banking, gestione patrimoniale e trading.

The Obbligazione issued by Morgan Stanley Financial ( United States ) , in USD, with the ISIN code US61768DU943, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 31/03/2026

424B2 1 dp102926_424b2-ps1654.htm FORM 424B2

M a rc h 2 0 1 9
Preliminary Pricing Supplement No. 1,654
Registration Statement Nos. 333-221595; 333-221595-01
Dated February 28, 2019
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in Equities, Bonds and Alternative Investments
Jump Notes with Auto-Callable Feature due March 31, 2026
Ba se d on t he V a lue of t he M orga n St a nle y M AP T re nd I nde x
Fully a nd U nc ondit iona lly Gua ra nt e e d by M orga n St a nle y
The notes are unsecured obligations of Morgan Stanley Finance LLC ("MSFL") and are fully and unconditionally guaranteed by
Morgan Stanley. The notes will pay no interest and will have the terms described in the accompanying product supplement and
prospectus, as supplemented and modified by this document. The notes will be automatically redeemed if the index closing value on
any annual determination date is greater than or equal to the then-applicable redemption threshold level (which will increase over the
term of the notes), for an early redemption payment that will increase over the term of the notes and that will correspond to a return
of at least approximately 6.00% per annum (to be determined on the pricing date), as described below. No further payments will be
made on the notes once they have been redeemed, and the investor will not participate in any appreciation of the underlying index if
the notes are redeemed early. At maturity, if the notes have not previously been redeemed and the final index value is greater than
the initial index value, investors will receive the state principal amount plus 1-to-1 upside performance of the underlying
index. However, if the notes are not automatically redeemed prior to maturity and the final index value is less than or equal to the
initial index value, investors will receive only the stated principal amount of their investment, without any positive return on the
notes.
The Morgan Stanley MAP Trend Index (the "underlying index") was established by Morgan Stanley on March 7, 2017 and employs a
rules-based quantitative strategy (the "Index Methodology") that combines a risk-weighted approach to portfolio construction with a
momentum-based, or trend-following, asset allocation methodology to construct a notional portfolio. In addition, the strategy imposes
an overall volatility-targeting feature upon the resulting portfolio. The goal of the underlying index is to seek positive return
opportunities in different market environments based upon recent trends in the underlying assets. The investment assumption
underlying the allocation strategy is two-fold: that historical volatility of the underlying assets can be used to risk-weight a portfolio,
and that past trends are likely to continue to be a good indicator of the future performance of that portfolio
The components of the underlying index consist of (i) 20 U.S.-listed exchange traded funds ("ETFs"), representing U.S. and non-U.S.
equities, fixed income securities, commodities and real estate, and (ii) the Morgan Stanley Two Year Treasury Index (collectively, the
"Index Components"). The notional portfolio constructed by the Index Methodology of Index Components is referred to as the "Asset
Portfolio." The Asset Portfolio will consist of long-only positions in each Index Component, and each Index Component except for the
Morgan Stanley Two Year Treasury Index is subject to a maximum exposure cap. The targeted volatility for the underlying index is
5% (the "Volatility Target").
The underlying index is rebalanced each Strategy Business Day (the "Daily Rebalancing"). Upon each Daily Rebalancing for the
underlying index, the Index Methodology uses the pre-assigned Risk Budget assigned to each ETF (as set forth under "Annex A
Morgan Stanley MAP Trend Index Index Components") and the volatility for each ETF to make initial base allocations. The Index
Methodology then calculates a signal based on the upward or downward trend of each ETF (the "Trend Signal"). The index calculates
each Trend Signal by observing two moving averages, one short-term and one long-term, over different look-back periods for each
respective ETF. A Trend Signal that converges toward one indicates an upward trend and a Trend Signal that converges toward zero
indicates a downward trend. Once the Trend Signal is calculated for each ETF, the previously determined base allocations are
scaled by the Trend Signal by allocating more upward-trending securities to the Asset Portfolio. The magnitude of each position
taken by the underlying index following the Trend Signal adjustment is then scaled to the Volatility Target based on a pro-rata
volatility-scaling that seeks to achieve a balanced level of volatility in the underlying index's exposure to each of the ETFs.
The underlying index is calculated on an excess return basis, and therefore the level reflects the weighted return of the Asset
Portfolio reduced by the return on an equivalent cash investment receiving the 3-month LIBOR. The underlying index performance is
further reduced by a servicing cost of 0.85% per annum calculated on a daily basis. For more information, see "Annex A--Morgan
Stanley MAP Trend Index" beginning on page 27 and the "Risk Factors" beginning on page 9.
These long-dated notes are for investors who are concerned about principal risk but seek exposure to a multiple asset-linked index,
who are willing to accept that the underlying index's Volatility Target feature may reduce upside performance in bullish markets, and
who are willing to forgo current income in exchange for the possibility of receiving an early redemption payment or payment at
maturity greater than the stated principal amount if the underlying index closes at or above the applicable redemption threshold level
or above the initial index value, as applicable, on an annual determination date. The notes are notes issued as part of MSFL's Series
A Global Medium-Term Notes program.
All pa ym e nt s a re subje c t t o our c re dit risk . I f w e de fa ult on our obliga t ions, you c ould lose som e or a ll of
your inve st m e nt . T he se not e 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
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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.
SU M M ARY T ERM S
I ssue r:
Morgan Stanley Finance LLC
Gua ra nt or:
Morgan Stanley
I ssue pric e :
$1,000 per note (see "Commissions and issue price" below)
St a t e d princ ipa l a m ount :
$1,000 per note
Aggre ga t e princ ipa l
$
a m ount :
Pric ing da t e :
March 26, 2019
Origina l issue da t e :
March 29, 2019 (3 business days after the pricing date)
M a t urit y da t e :
March 31, 2026
I nt e re st :
None
U nde rlying inde x :
Morgan Stanley MAP Trend Index
Ea rly re de m pt ion:
If, on any annual determination date (other than the final determination date), the index closing value
of the underlying index is gre a t e r t ha n or e qua l t o the then-applicable redemption threshold
level, the notes will be automatically redeemed for the applicable early redemption payment on the
related early redemption date. No further payments will be made on the notes once they have been
redeemed.
Ea rly re de m pt ion
The early redemption payment will be an amount in cash per stated principal amount (corresponding
pa ym e nt :
to a return of at least approximately 6.00% per annum, to be determined on the pricing date) for each
annual determination date, as follows:

1st determination date: At least $1,060.00
5th determination date: At least $1,300.00
2nd determination date: At least $1,120.00
6th determination date: At least $1,360.00
3rd determination date: At least $1,180.00
4th determination date: At least $1,240.00

No further payments will be made on the notes once they have been redeemed.
Re de m pt ion t hre shold
1st determination date: At most 101.50% of the initial index value
le ve ls* :
2nd determination date: At most 103.00% of the initial index value
3rd determination date: At most 104.50% of the initial index value
4th determination date: At most 106.00% of the initial index value
5th determination date: At most 107.50% of the initial index value
6th determination date: At most 109.00% of the initial index value
*The actual redemption threshold level percentage with respect to each determination date will be
determined on the pricing date.
Pa ym e nt a t m a t urit y:
If the notes have not previously been redeemed, you will receive at maturity a cash payment as
follows:
·
If the final index value is gre a t e r t ha n the initial index value:
$1,000 + ($1,000 x index percent change)
·
If the final index value is le ss t ha n or e qua l t o the initial index value:
$1,000
Est im a t e d va lue on t he
Approximately $949.40 per note, or within $30.00 of that estimate. See "Investment Summary"
pric ing da t e :
beginning on page 3.
Com m issions a nd issue
Age nt 's c om m issions a nd
pric e :
Pric e t o public
fe e s (1)
Proc e e ds t o us(2)
Pe r not e
$1,000
$
$
T ot a l
$
$
$
(1) Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $
for each note 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 product supplement.
(2) See "Use of proceeds and hedging" on page 25.
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 9 .
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 not e s, or de t e rm ine d if t his doc um e nt or t he a c c om pa nying produc t 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 .
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 .
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 produc t 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 . Ple a se a lso se e "Addit iona l T e rm s of t he N ot e s" a nd Addit iona l
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I nform a t ion About t he N ot e s" a t t he e nd of t his doc um e nt .
As use d in t his doc um e nt , "w e ," "us" a nd "our" re fe r t o M orga n St a nle y or M SFL, or M orga n St a nle y a nd M SFL
c olle c t ive ly, a s t he c ont e x t re quire s.
Produc t Supple m e nt for Equit y-Link e d N ot e s da t e d
Prospe c t us da t e d N ove m be r 1 6 , 2 0 1 7
N ove m be r 1 6 , 2 0 1 7

Morgan Stanley Finance LLC
Jump Notes with Auto-Callable Feature due March 31, 2026
Ba se d on t he V a lue of t he M orga n St a nle y M AP T re nd I nde x
Terms continued from previous page:
I nde x pe rc e nt c ha nge : (final index value initial index value) / initial index value

I nit ia l inde x va lue :
, which is the index closing value on the pricing date

Fina l inde x va lue :
The index closing value on the final determination date

De t e rm ina t ion da t e s:
1st determination date: March 27, 2020
2nd determination date: March 26, 2021
3rd determination date: March 28, 2022
4th determination date: March 27, 2023

5th determination date: March 26, 2024
6th determination date: March 26, 2025
Final determination date: March 26, 2026

The determination dates are subject to postponement for non-index business days and certain market

disruption events.
Ea rly re de m pt ion
The third business day following the relevant determination date

da t e s:
CU SI P:
61768DU94

I SI N :
US61768DU943

List ing:
The notes will not be listed on any securities exchange.

Age nt :
Morgan Stanley & Co. LLC ("MS & Co."), an affiliate of MSFL and a wholly owned subsidiary of Morgan
Stanley. See "Supplemental information regarding plan of distribution; conflicts of interest."
March 2019
Page 2
Morgan Stanley Finance LLC
Jump Notes with Auto-Callable Feature due March 31, 2026
Ba se d on t he V a lue of t he M orga n St a nle y M AP T re nd I nde x
Investment Summary

J um p N ot e s w it h Aut o -Ca lla ble Fe a t ure

The Jump Notes with Auto-Callable Feature due March 31, 2026 Based on the Value of the Morgan Stanley MAP Trend Index (the
"notes") provide investors:

an opportunity to gain exposure to the Morgan Stanley MAP Trend Index

the repayment of principal at maturity, subject to our credit risk

the possibility of receiving an early redemption payment or payment at maturity greater than the stated principal amount if the
underlying index closes at or above the applicable redemption threshold level or above the initial index value, as applicable, on
an annual determination date

no exposure to any decline of the underlying index if the notes are held to maturity

At maturity, if the notes have not previously been redeemed and the underlying index has depreciated or has not appreciated at all,
you will receive the stated principal amount of $1,000 per note, without any positive return on your investment.

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All payments on the notes, including any early redemption payment and the repayment of principal at maturity, are subject to our
credit risk.

M a t urit y:
Approximately 7 years
I nt e re st :
None
Aut om a t ic
If, on any annual determination date, the index closing value of the underlying index is greater than or equal
e a rly
to the applicable redemption threshold level, the notes will be automatically redeemed for the early
re de m pt ion
redemption payment on the related early redemption date. No further payments will be made on the notes
a nnua lly,
once they have been redeemed.
be ginning
a ft e r one
ye a r:

·
1st determination date: March 27, 2020
·
2nd determination date: March 26, 2021
·
3rd determination date: March 28, 2022
·
4th determination date: March 27, 2023
·
5th determination date: March 26, 2024
·
6th determination date: March 26, 2025
Final determination date: March 26, 2026
Re de m pt ion
·
1st determination date: At most 101.50% of the initial index value
t hre shold
·
2nd determination date: At most 103.00% of the initial index value
le ve ls:
·
3rd determination date: At most 104.50% of the initial index value
·
4th determination date: At most 106.00% of the initial index value
·
5th determination date: At most 107.50% of the initial index value
·
6th determination date: At most 109.00% of the initial index value
The actual redemption threshold level percentage with respect to each determination date will be determined
on the pricing date.
Ea rly
The early redemption payment will be an amount in cash per stated principal amount (corresponding to a
re de m pt ion
return of at least approximately 6.00% per annum, to be determined on the pricing date) for each annual
pa ym e nt :
determination date, as follows:

·

1st determination date: At least $1,060.00
·
2nd determination date: At least $1,120.00
·
3rd determination date: At least $1,180.00
·
4th determination date: At least $1,240.00
·
5th determination date: At least $1,300.00
·
6th determination date: At least $1,360.00
Pa ym e nt a t
If the notes have not previously been redeemed, you will receive at maturity a cash payment as follows:
m a t urit y:
· If the final index value is greater than the initial index value:
$1,000 + ($1,000 x index percent change)
· If the final index value is less than or equal to the initial index value:
$1,000
March 2019
Page 3
Morgan Stanley Finance LLC
Jump Notes with Auto-Callable Feature due March 31, 2026
Ba se d on t he V a lue of t he M orga n St a nle y M AP T re nd I nde x
T he M orga n St a nle y M AP T re nd I nde x

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The Morgan Stanley MAP Trend Index has been developed by and is calculated, published and maintained by Morgan Stanley & Co.
LLC. MAP stands for "Multi-Asset Portfolio." The underlying index employs a rules-based quantitative strategy that combines a risk-
weighted approach to portfolio construction with a momentum-based, or trend-following, asset allocation methodology to construct a
notional portfolio. In addition, the strategy imposes an overall volatility-targeting feature upon the resulting portfolio.

The goal of the underlying index is to maximize returns for a given level of risk based upon recent trends in the underlying
assets. The investment assumption underlying the allocation strategy is two-fold: that historical volatility of the underlying assets can
be used to risk-weight a portfolio, and that past trends are likely to continue to be a good indicator of the future performance of that
portfolio.

The components of the underlying index consist of (i) 20 U.S.-listed exchange traded funds ("ETFs"), representing U.S. and non-U.S.
equities, fixed income securities, commodities and real estate, and (ii) the Morgan Stanley Two Year Treasury Index. The notional
portfolio constructed by the Index Methodology of Index Components is referred to as the Asset Portfolio. The Asset Portfolio will
consist of long-only positions in each Index Component, and each Index Component except for the Morgan Stanley Two Year
Treasury Index is subject to a maximum exposure cap. The targeted volatility for the Index is 5%.

The underlying index is calculated on an excess return basis, and therefore the level is determined by the weighted return of the
Asset Portfolio reduced by the return on an equivalent cash investment receiving the 3-month LIBOR. The underlying index
performance is further reduced by a servicing cost of 0.85% per annum calculated on a daily basis.

The underlying index is rebalanced each Strategy Business Day. Upon each Daily Rebalancing for the underlying index, the Index
Methodology uses the pre-assigned Risk Budget assigned to each ETF and the volatility for each ETF to make initial base
allocations. The Index Methodology then calculates a signal based on the upward or downward trend of each ETF. The underlying
index calculates each Trend Signal by observing two moving averages, one short-term and one long-term, over different look-back
periods for each respective ETF. A Trend Signal that converges toward one indicates an upward trend and a Trend Signal that
converges toward zero indicates a downward trend. Once the Trend Signal is calculated for each ETF, the previously determined
base allocations are scaled by the Trend Signal by allocating more upward-trending securities to the Asset Portfolio. The magnitude
of each position taken by the underlying index following the Trend Signal adjustment is then scaled to the Volatility Target based on a
pro-rata volatility-scaling that seeks to achieve a balanced level of volatility in the underlying index's exposure to each of the
ETFs. Once the composition of the Asset Portfolio is determined, the index value is equivalent to the sum of each Index
Component's market price less the 3-month LIBOR excess return cost and the 0.85% per annum servicing cost.

March 2019
Page 4
Morgan Stanley Finance LLC
Jump Notes with Auto-Callable Feature due March 31, 2026
Ba se d on t he V a lue of t he M orga n St a nle y M AP T re nd I nde x
The original issue price of each note is $1,000. This price includes costs associated with issuing, selling, structuring and hedging the
notes, which are borne by you, and, consequently, the estimated value of the notes on the pricing date will be less than $1,000. We
estimate that the value of each note on the pricing date will be approximately $949.40, or within $30.00 of that estimate. Our estimate
of the value of the notes as determined on the pricing date will be set forth in the final pricing supplement.

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 the underlying index. The estimated value of the notes is determined using our own pricing and valuation
models, market inputs and assumptions relating to the underlying index, instruments based on the underlying 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 notes?

In determining the economic terms of the notes, including the early redemption payment amounts and the applicable redemption
threshold levels, 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 notes 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?

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The price at which MS & Co. purchases the notes in the secondary market, absent changes in market conditions, including those
related to the underlying index, 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 and other factors. However, because the costs associated with issuing, selling, structuring
and hedging the notes are not fully deducted upon issuance, for a period of up to 12 months following the issue date, to the extent
that MS & Co. may buy or sell the notes in the secondary market, absent changes in market conditions, including those related to the
underlying 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 notes, and, if it once chooses to make a market, may cease doing so at
any time.

March 2019
Page 5
Morgan Stanley Finance LLC
Jump Notes with Auto-Callable Feature due March 31, 2026
Ba se d on t he V a lue of t he M orga n St a nle y M AP T re nd I nde x
K e y I nve st m e nt Ra t iona le

Jump Notes with Auto-Callable Feature offer investors potential returns based on the performance of the underlying index and
provide for the repayment of principal at maturity. They are for investors who are concerned about principal risk but seek exposure to
a multiple asset-linked index, who are willing to accept that the underlying index's volatility target feature may reduce upside
performance in bullish markets, and who are willing to forgo current income in exchange for the possibility of receiving an early
redemption payment or payment at maturity greater than the stated principal amount if the underlying index closes at or above the
applicable redemption threshold level or above the initial index value, as applicable, on an annual determination date.

The following scenarios are for illustrative purposes only to demonstrate how an automatic early redemption payment or the payment
at maturity (if the notes have not previously been redeemed) are calculated, and do not attempt to demonstrate every situation that
may occur.

Sc e na rio 1 : T he not e s a re
Starting on March 27, 2020, when the underlying index closes at or above the applicable
re de e m e d prior t o m a t urit y
redemption threshold level on any annual determination date, the notes will be automatically
redeemed for the applicable early redemption payment on the related early redemption date,
corresponding to a return of at least approximately 6.00% per annum (to be determined on the
pricing date). Investors do not participate in any appreciation of the underlying index.
Sc e na rio 2 : T he not e s a re
This scenario assumes that the underlying index closes below the applicable redemption
not re de e m e d prior t o
threshold level on each annual determination date. Consequently, the notes are not
m a t urit y, a nd inve st ors
redeemed prior to maturity. On the final determination date, the underlying index closes above
re c e ive a posit ive re t urn a t
the initial index value. At maturity, investors will receive the state principal amount plus 1-to-1
m a t urit y
upside performance of the underlying index.
Sc e na rio 3 : T he not e s a re
This scenario assumes that the underlying index closes below the applicable redemption
not re de e m e d prior t o
threshold level on each annual determination date. Consequently, the notes are not
m a t urit y, a nd inve st ors
redeemed prior to maturity. On the final determination date, the underlying index closes at or
re c e ive t he st a t e d
below the initial index value. At maturity, investors will receive a cash payment equal to the
princ ipa l a m ount a t
stated principal amount of $1,000, without any positive return on the notes.
m a t urit y
March 2019
Page 6
Morgan Stanley Finance LLC
Jump Notes with Auto-Callable Feature due March 31, 2026
Ba se d on t he V a lue of t he M orga n St a nle y M AP T re nd I nde x
Hypothetical Examples
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The following hypothetical examples are for illustrative purposes only. Whether the notes are redeemed prior to maturity will be
determined by reference to the index closing value of the underlying index on each annual determination date, and the payment at
maturity, if the notes are not redeemed early, will be determined by reference to the index closing value on the final determination
date. The actual initial index value, redemption threshold level and early redemption payment amounts will be determined on the
pricing date. Some numbers appearing in the examples below have been rounded for ease of analysis. All payments on the notes
are subject to our credit risk. The below examples are based on the following terms:

Stated Principal Amount:
$1,000
Hypothetical Initial Index
200
Value:
Hypothetical Redemption
1st determination date: 203, which is 101.50% of the hypothetical initial index value
Threshold Levels:
2nd determination date: 206, which is 103.00% of the hypothetical initial index value
3rd determination date: 209, which is 104.50% of the hypothetical initial index value
4th determination date: 212, which is 106.00% of the hypothetical initial index value
5th determination date: 215, which is 107.50% of the hypothetical initial index value
6th determination date: 218, which is 109.00% of the hypothetical initial index value
Hypothetical Early
The early redemption payment will be an amount in cash per stated principal amount (corresponding
Redemption Payment:
to a return of approximately 6.00% per annum) for each annual determination date, as follows:

·

1st determination date: $1,060.00
·
2nd determination date: $1,120.00
·
3rd determination date: $1,180.00
·
4th determination date: $1,240.00
·
5th determination date: $1,300.00
·
6th determination date: $1,360.00

No further payments will be made on the notes once they have been redeemed.
Payment at Maturity:
If the notes have not previously been redeemed, you will receive at maturity a cash payment as
follows:
·
If the final index value is gre a t e r t ha n the initial index value:
$1,000 + ($1,000 x index percent change)
·
If the final index value is le ss t ha n or e qua l t o the initial index value:
$1,000

Aut om a t ic Ca ll:

Ex a m ple 1 -- t he not e s a re re de e m e d follow ing t he se c ond de t e rm ina t ion da t e (w hic h oc c urs in M a rc h 2 0 2 1 )

Date
Index Closing Value
Payment (per note)
200 (below the applicable redemption threshold level,
1st Determination Date
--
notes are not redeemed)
280 (at or above the applicable redemption threshold
2nd Determination Date
$1,120.00
level, notes are automatically redeemed)

In this example, the index closing value on the first determination date is below the applicable redemption threshold level, and the
index closing value on the second determination date is at or above the applicable redemption threshold level. Therefore the notes
are automatically redeemed on the second early redemption date. Investors will receive $1,120.00 per note on the related early
redemption date, corresponding to an annual return of approximately 6.00%. No further payments will be made on the notes once
they have been redeemed, and investors do not participate in the appreciation of the underlying index.

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Pa ym e nt a t M a t urit y

In the following examples, the index closing value on each annual determination date is less than the applicable redemption
threshold level, and, consequently, the notes are not automatically redeemed prior to, and remain outstanding until, maturity.

Ex a m ple 1 -- t he fina l inde x va lue is a bove t he init ia l inde x va lue

Date
Index Closing Value
Payment (per note)
190 (below the applicable redemption threshold level,
1st Determination Date
--
notes are not redeemed)
200 (below the applicable redemption threshold level,
2nd Determination Date
--
notes are not redeemed)
195 (below the applicable redemption threshold level,
3rd Determination Date
--
notes are not redeemed)
201 (below the applicable redemption threshold level,
4th Determination Date
--
notes are not redeemed)
200 (below the applicable redemption threshold level,
--
5th Determination Date
notes are not redeemed)
202 (below the applicable redemption threshold level,
--
6th Determination Date
notes are not redeemed)
= $1,000 + ($1,000 x index
percent change)
Final Determination Date
220 (above the initial index value)
= $1,000 + $100 = $1,100
Payment at maturity = $1,100

In this example, the index closing value is below the applicable redemption threshold level on each of the determination dates before
the final determination date, and therefore the notes are not redeemed prior to maturity. On the final determination date, the
underlying index has appreciated 10% from the hypothetical initial index value. At maturity, investors receive the stated principal
amount plus the product of the stated principal amount times the index percent change. Because the underlying index has
appreciated 10% from the hypothetical index value, the payment at maturity is $1,100 per note.

Ex a m ple 2 -- t he fina l inde x va lue is a t or be low t he init ia l inde x va lue

Date
Index Closing Value
Payment (per note)
190 (below the applicable redemption threshold level,
1st Determination Date
--
notes are not redeemed)
200 (below the applicable redemption threshold level,
2nd Determination Date
--
notes are not redeemed)
195 (below the applicable redemption threshold level,
3rd Determination Date
--
notes are not redeemed)
201 (below the applicable redemption threshold level,
4th Determination Date
--
notes are not redeemed)
200 (below the applicable redemption threshold level,
5th Determination Date
--
notes are not redeemed)
202 (below the applicable redemption threshold level,
6th Determination Date
--
notes are not redeemed)
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Final Determination Date
180 (at or below the initial index value)
Payment at maturity = $1,000

In this example, the index closing value is below the applicable redemption threshold level on each of the determination dates before
the final determination date, and therefore the notes are not redeemed prior to maturity. On the final determination date, the final
index value is at or below the initial index value, and accordingly, investors receive a payment at maturity equal to the stated principal
amount of $1,000 per note, without any positive return on the notes.

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Risk Factors

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

The notes do not pay interest and may not pay more than the stated principal amount at maturity. If the
notes are not redeemed prior to maturity and the index percent change is less than or equal to 0%, you will receive only the
stated principal amount of $1,000 for each note you hold at maturity. As the notes do not pay any interest, if the notes have not
been automatically redeemed prior to maturity and the underlying index does not appreciate sufficiently over the term of the
notes, the overall return on the notes (the effective yield to maturity) may be less than the amount that would be paid on a
conventional debt security of ours of comparable maturity. The notes have been designed for investors who are willing to forgo
market floating interest rates in exchange for the possibility of receiving an early redemption payment or payment at maturity
greater than the stated principal amount, based on the performance of the underlying index.

If the notes are automatically redeemed prior to maturity, the appreciation potential of the notes is
lim it e d by t he fix e d e a rly re de m pt ion pa ym e nt spe c ifie d for e a c h of t he first six a nnua l de t e rm ina t ion
da t e s. If the notes are automatically redeemed following any annual determination date, the appreciation potential of the notes is
limited to the fixed early redemption payment specified for each such determination date. No further payments will be made on
the notes once they have been redeemed, and you will not participate in any appreciation of the underlying index if the notes are
redeemed early.

The automatic early redemption feature may limit the term of your investment to as short as
a pprox im a t e ly one ye a r. I f t he not e s a re re de e m e d e a rly, you m a y not be a ble t o re inve st a t c om pa ra ble
t e rm s or re t urns. The term of your investment in the notes may be limited to as short as approximately one year by the
automatic early redemption feature of the notes. If the notes are redeemed prior to maturity, you may be forced to invest in a
lower interest rate environment and may not be able to reinvest at comparable terms or returns.

The redemption threshold level increases progressively over the term of the notes. The notes will be redeemed
only if the index closing value of the underlying index increases from the initial index value to be greater than or equal to the
then-applicable redemption threshold level on one of the first six annual determination dates. Even if the value of the underlying
index appreciates over the term of the notes, it may not appreciate sufficiently for the notes to be redeemed early (including
because the redemption threshold level increases progressively over the term of the notes).

The market price of the notes w ill be influenced by many unpredictable factors. Several factors will influence
the value of the notes in the secondary market and the price at which MS & Co. may be willing to purchase or sell the notes in
the secondary market, including the value of the underlying index at any time, the volatility (frequency and magnitude of changes
in value) of the underlying index, dividend rate on the exchange traded funds ("ETFs") underlying the index, interest and yield
rates in the market, time remaining until the notes mature, geopolitical conditions and economic, financial, political, regulatory or
judicial events that affect the underlying index or equities markets generally and which may affect the final index value of the
underlying index and any actual or anticipated changes in our credit ratings or credit spreads. Generally, the longer the time
remaining to maturity, the more the market price of the notes will be affected by the other factors described above. The value of
the underlying index may be, and has recently been, volatile, and we can give you no assurance that the volatility will
lessen. See "Hypothetical Retrospective and Historical Information" below. You may receive less, and possibly significantly less,
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than the stated principal amount per note if you try to sell your notes prior to maturity.

The notes 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. You are dependent on our ability to pay all
amounts due on the notes at maturity and therefore you are subject to our credit risk. The notes are not guaranteed by any other
entity. If we default on our obligations under the notes, your investment would be at risk

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and you could lose some or all of your investment. As a result, the market value of the notes prior to maturity will be affected by
changes in the market's view of our creditworthiness. Any actual or anticipated decline in our credit ratings or increase in the
credit spreads charged by the market for taking our credit risk is likely to adversely affect the market value of the notes.

As a finance subsidiary, MSFL has no independent operations and w ill have no independent assets. As a
finance subsidiary, MSFL has no independent operations beyond the issuance and administration of its securities and will have no
independent assets available for distributions to holders of MSFL securities if they make claims in respect of such securities in a
bankruptcy, resolution or similar proceeding. Accordingly, any recoveries by such holders will be limited to those available under
the related guarantee by Morgan Stanley and that guarantee will rank pari passu with all other unsecured, unsubordinated
obligations of Morgan Stanley. Holders will have recourse only to a single claim against Morgan Stanley and its assets under the
guarantee. Holders of securities issued by MSFL should accordingly assume that in any such proceedings they would not have
any priority over and should be treated pari passu with the claims of other unsecured, unsubordinated creditors of Morgan
Stanley, including holders of Morgan Stanley-issued securities.

There are risks associated w ith the underlying index.

The level of the underlying index can go dow n as w ell as up. There can be no assurance that the underlying
index will achieve positive returns. The underlying index tracks the performance of a rules-based investment
methodology that selects a hypothetical portfolio of Underlying Assets to track. The performance of the underlying index
will depend on the performance of that hypothetical portfolio minus the sum of the 3-month LIBOR and a servicing cost
of 0.85% per annum. If the hypothetical portfolio declines in value, the index value will also decline. Even if the
hypothetical portfolio increases in value, the index value will nevertheless decline if the increase in the value of the
portfolio is not sufficient to overcome the deduction of the 3-month LIBOR and the servicing cost of 0.85% per
annum. Accordingly, no assurance can be given that the underlying index will be successful or outperform any alternative
strategy that might be employed in respect of the Index Components.

The base allocation of ETFs in the Asset Portfolio is determined in reference to each ETF's Risk
Budge t a nd vola t ilit y. The base allocation of each ETF in the Asset Portfolio is determined in proportion to its pre-
set Risk Budget. The Risk Budget was set by the Strategy Sponsor, does not change during the life of the underlying
index and there is no guarantee that the Risk Budget allocated to each ETF is the optimal allocation. A higher or lower
Risk Budget could result in increased investment in an ETF that performs poorly or insufficient investment in an ETF that
performs well over the life of the underlying index. The base allocations of each ETF in the Asset Portfolio are then
scaled relative to the other ETFs in the Asset Portfolio according to their volatility. The base allocation of each ETF can
be higher or lower than its Risk Budget (However, after the entirety of the underlying index calculation is complete, no
ETF's exposure will exceed its maximum exposure cap.) Volatility calculations based on historical volatility presume that
historical volatility is an accurate indication of current volatility. However, there is a time lag associated with the volatility
calculation. There is no guarantee that the volatility in the preceding period is representative of the current volatility of
the ETFs. Because the underlying index calculates realized volatility over approximately a one-year period, it may be
some period of time before a recent increase in the volatility of the ETFs is sufficiently reflected in the calculation of
realized volatility to cause a compensating change to the base allocation in the Asset Portfolio. Moreover, there is no
guarantee that the one year look-back period for volatility utilized by the underlying index produces the most accurate
measure of current volatility. Accordingly, no assurance can be given that each ETF's Risk Budget and calculated
volatility will result in the optimal base allocation.

There are risks associated w ith the underlying index's momentum investment strategy. The
underlying index is constructed using what is generally known as a momentum-based investment strategy. Momentum-
based investing generally seeks to capitalize on positive trends in the prices of assets. As such, the composition of the
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