Obligation Morgan Stanleigh 2.118% ( US61745E2E01 ) en USD

Morgan Stanleigh

100 % ▼

Etas-Unis

US61745E2E01 ( en USD )

2.118% par an ( paiement semestriel )

11/07/2023 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley US61745E2E01 en USD 2.118%, échue

1 000 USD

7 898 000 USD

61745E2E0

A- ( Qualité moyenne supérieure )

A1 ( Qualité moyenne supérieure )

Morgan Stanley est une firme mondiale de services financiers offrant des services de banque d'investissement, de gestion de patrimoine et de courtage à une clientèle institutionnelle et privée.

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US61745E2E01, paye un coupon de 2.118% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 11/07/2023

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US61745E2E01, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US61745E2E01, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B2 1 dp25174_424b2-ps849.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of Registration

Title of Each Class of Securities Offered
Offering Price1
Fee
Senior Fixed to Floating Rate Notes due 2023
$7,102,000

$824.54
(1) The maximum aggregate offering price relates to an additional $7,102,000 of securities offered and sold pursuant to this
Amendment No. 1 to Pricing Supplement No. 849 to Registration Statement No. 333-156423.

June 2011
Amendment No. 1 dated July 8, 2011 to
Pricing Supplement No. 849
Registration Statement No. 333-156423
Dated June 30, 2011
Filed pursuant to Rule 424(b)(2)
INTEREST RATE STRUCTURED INVESTMENTS
U.S. Inflation Index Linked Notes
As described below, interest wil accrue and be payable on the notes monthly, in arrears, in (i) Year 1, at a fixed rate equal to 6.00% per annum and (ii) Years 2
to maturity, at a variable rate equal to the year-over-year change in the U.S. Consumer Price Index ("CPI") plus a spread of 2.00% and subject to the maximum
interest rate of 8.00% per annum and the minimum interest rate of 0.00% per annum. The notes provide the opportunity, in years 2 to maturity, to receive an
above-market interest rate in exchange for the risk that the notes accrue a low rate of interest or no interest if inflation, as measured by CPI, is negative or
low. The CPI for purposes of the notes is the non-seasonally adjusted U.S. City Average Al Items Consumer Price Index for Al Urban Consumers, reported
monthly by the Bureau of Labor Statistics of the U.S. Department of Labor and published on Bloomberg screen CPURNSA or any successor service. Al
payments on the notes, including the repayment of principal, are subject to the credit risk of Morgan Stanley.
FINAL TERMS
Issuer:
Morgan Stanley
Aggregate principal
$15,000,000
amount:
Issue price:
At variable prices
Stated principal amount:
$1,000 per note
Pricing date:
June 30, 2011
Original issue date:
July 11, 2011 (6 business days after the pricing date)
Maturity date:
July 11, 2023
Interest accrual date:
July 11, 2011
Redemption percentage
100%
at maturity:
Interest:
From and including the original issue date to but excluding July 11, 2012 (the "initial interest
payment period"): 6.00% per annum
From and including July 11, 2012 to but excluding the maturity date (the "floating interest
rate period"):
(CPIt CPIt-12) / CPIt-12 + spread; subject to the maximum interest rate and minimum
interest rate, where
CPIt = CPI for the applicable reference month, as published on Bloomberg screen
CPURNSA;
CPIt-12 = CPI for the twelfth month prior to the applicable reference month, as published
on Bloomberg screen CPURNSA; and
Reference month = the third calendar month prior to the month of the related interest
reset date; subject to the minimum interest rate and maximum interest rate.
See "Additional Provisions Interest Rate" on page 2.
Spread:
2.00%
Minimum interest rate:
0.00% per annum
Maximum interest rate:
8.00% per annum for any interest payment period during the floating interest rate period
Interest payment period:
Monthly
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Interest payment dates:
The 11th day of each month, beginning August 11, 2011; provided that if any such day is not
a business day, that interest payment wil be made on the next succeeding business day and
no adjustment wil be made to any interest payment made on that succeeding business day.
Interest reset dates:
The 11th day of each month, beginning July 11, 2012, provided that such interest reset
dates shall not be adjusted for non-business days.
Interest determination
Each interest reset date.
dates:
Day-count convention:
Actual/Actual
Reporting service:
Bloomberg screen CPURNSA
Specified currency:
U.S. dol ars
CUSIP / ISIN:
61745E2E0 / US61745E2E01
Book-entry or
Book-entry
certificated note:
Business day:
New York
Agent:
Morgan Stanley & Co. LLC ("MS & Co."), a whol y owned subsidiary of Morgan
Stanley. See "Supplemental Information Concerning Plan of Distribution; Conflicts of
Interest."
Calculation agent:
Morgan Stanley Capital Services Inc.
Trustee: The Bank of New York Mel on
Commissions and Issue
Price:
Price to Public(1)(2)
Agent's Commissions(2)
Proceeds to Issuer
Per Note
At variable prices
$22.50
$977.50
Total
At variable prices
$337,500
$14,662,500
(1)
The notes will be offered from time to time in one or more negotiated transactions at varying prices to be determined at the time of each sale,
which may be at market prices prevailing, at prices related to such prevailing prices or at negotiated prices; provided, however, that such price will
not be less than $980 per note and will not be more than $1,000 per note. See "Risk Factors--The Price You Pay For The Notes May Be Higher
Than The Prices Paid By Other Investors."
(2)
Morgan Stanley or one of our affiliates will pay varying discounts and commissions to dealers, including Morgan Stanley Smith Barney LLC (an
affiliate of the agent) and their financial advisors, of up to $22.50 per note depending on market conditions. See "Supplemental Information
Concerning Plan of Distribution; Conflicts of Interest." For additional information, see "Plan of Distribution" in the accompanying prospectus
supplement.
The notes 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 notes, or determined if this pricing supplement or the accompanying prospectus supplement and
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

You should read this document together with the related prospectus supplement and prospectus, each of which
can be
accessed via the hyperlinks below.

Prospectus Supplement dated December 23, 2008
Prospectus dated December 23, 2008

The notes are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation
or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.

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Senior Fixed to Floating Rate Notes due 2023
U.S. Inflation Index Linked Notes

The notes are debt securities of Morgan Stanley. Interest on the notes wil accrue in (i) Year 1, at a fixed rate equal to
6.00% per annum and (i ) Years 2 to maturity, at a variable rate equal to the year-over-year changes in the CPI plus a
spread of 2.00% and subject to the maximum interest rate of 8.00% per annum and minimum interest rate of 0.00% per
annum, as determined on the applicable interest determination date. We describe the basic features of these notes in the
sections of the accompanying prospectus called "Description of Debt Securities--Floating Rate Debt Securities" and
prospectus supplement called "Description of Notes," subject to and as modified by the provisions described below. Al
payments on the notes, including the repayment of principal, are subject to the credit risk of Morgan Stanley.

The stated principal amount of each note is $1,000, and the issue price is variable. The issue price of the notes includes the
agent's commissions paid with respect to the notes as wel as the cost of hedging our obligations under the notes. 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. The secondary market price, if any, at which MS & Co. is wil ing to
purchase the notes is expected to be affected adversely by the inclusion of these commissions and hedging costs in the
issue price. In addition, the secondary market price may be lower due to the costs of unwinding the related hedging
transactions at the time of the secondary market transaction. See "Risk Factors--The Inclusion Of Commissions And
Projected Profit From Hedging In The Original Issue Price Is Likely To Adversely Affect Secondary Market Prices."

Consumer Price Index

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

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

Interest Rate

The interest rate for the notes during the initial interest payment period from and including the original issue date to but
excluding the initial interest reset date wil be 6.00% per annum. The interest rate for the notes being offered for each
interest payment period during the floating interest rate period wil be the rate determined as of the applicable interest
determination date pursuant to the fol owing formula:

CPI
Spread; subject to the maximum interest rate and
Interest Rate =
t - CPIt-12
+
CPI
the minimum interest rate
t-12
where:

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

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

June 2011
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Senior Fixed to Floating Rate Notes due 2023
U.S. Inflation Index Linked Notes

Spread = 2.00%;

Maximum interest rate = 8.00% per annum; and

Minimum interest rate = 0.00% per annum.

In no case wil the interest rate for the notes for any monthly interest payment period be less than the minimum interest rate
of 0.00% per annum or greater than the maximum interest rate of 8.00% per annum. The amount of interest payable on
the notes on each interest payment date wil be calculated on an actual/actual day count basis.

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

For example, for the interest payment period from and including July 11, 2012 to but excluding August 11, 2012, CPIt
wil be the CPI for April 2012 (the reference month), and CPIt-12 wil be the CPI for April 2011 (which is the CPI for
the twelfth month prior to the reference month). The CPI for April 2012 wil be reported by the BLS and published on
Bloomberg screen CPURNSA in May 2012, and the CPI for April 2011 was reported and published in May 2011.

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

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

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

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

If, while the notes are outstanding, the CPI is discontinued or substantial y altered, as determined by the calculation agent
in its sole discretion, the calculation agent wil determine the interest rate on the notes by reference to the applicable
substitute index that is chosen by the Secretary of the Treasury for the Department of The Treasury's Inflation-Linked
Treasuries as described at 62 Federal Register 846-874 (January 6, 1997) or, if no such securities are outstanding, the
substitute index wil be determined by the calculation agent in accordance with general market practice at the time;
provided that the procedure for determining the resulting interest rate is administratively acceptable to the calculation agent.

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

June 2011
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Senior Fixed to Floating Rate Notes due 2023
U.S. Inflation Index Linked Notes

The notes involve risks not associated with an investment in ordinary floating rate notes. This section describes the most
significant risks relating to the notes.

§ In Periods Of Little Or No Inflation, The Interest Rate Following The Initial Interest Reset Date On July 11, 2012
Will Be Approximately Equal To The Spread, And In Periods Of Deflation The Interest Rate Following The
Interest Reset Date Will Be Less Than The Spread And May Be As Low As Zero. Interest payable on the notes
fol owing the initial interest reset date on July 11, 2012, is linked to year over year changes in the level of the CPI
determined each month. If the CPI for the same month in successive years does not increase, which is likely to occur
when there is little or no inflation, investors in the notes wil receive an interest payment for the applicable interest
payment period equal to the spread of 2.00% per annum. If the CPI for the same month in successive years
decreases, which is likely to occur when there is deflation, investors in the notes wil receive an interest payment for the
applicable interest payment period that is less than the spread per annum. If the CPI for the same month in successive
years declines by the spread or more, investors in the notes wil receive only the minimum interest rate, which is
0.00%.

§ The Amount Of Interest Payable On The Notes In Any Month Is Capped. The interest rate on the notes for each
monthly interest payment period during the floating interest rate period is capped for that month at the maximum
interest rate of 8.00% per annum. Accordingly, in periods of moderate to high inflation, as measured by the CPI, you
may not receive the ful benefit of the year over year increase in the CPI for that interest payment period due to the
maximum interest rate.

§ The Interest Rate On The Notes May Be Below The Rate Otherwise Payable On Debt Securities Issued By Us
With Similar Maturities. If there are only minimal increases, no changes or decreases in the monthly CPI measured
year over year, the interest rate on the notes fol owing the initial interest reset date wil be below what we would
currently expect to pay as of the date of this pricing supplement if we issued a debt instrument with terms otherwise
similar to those of the notes.

§ The Interest Rate On The Notes May Not Reflect The Actual Levels Of Inflation Affecting Holders Of The
Notes. The CPI is just one measure of inflation and may not reflect the actual levels of inflation affecting holders of the
notes. Accordingly, an investment in the notes may not ful y offset any inflation actual y experienced by investors in the
notes.

§ Your Interest Rate Is Based Upon The CPI. The CPI Itself And The Way The BLS Calculates The CPI May
Change In The Future. There can be no assurance that the BLS wil not change the method by which it calculates the
CPI. In addition, changes in the way the CPI is calculated could reduce the level of the CPI and lower the interest
payment with respect to the notes. Accordingly, the amount of interest, if any, payable on the notes fol owing the initial
interest reset date, and therefore the value of the notes, may be significantly reduced. If the CPI is substantial y
altered, a substitute index may be employed to calculate the interest payable on the notes, as described above, and
that substitution may adversely affect the value of the notes.

§ The Historical Levels Of The CPI Are Not An Indication Of The Future Levels Of The CPI. The historical levels of
the CPI are not an indication of the future levels of the CPI during the term of the notes. In the past, the CPI has
experienced periods of volatility and such volatility may occur in the future. Fluctuations and trends in the CPI that have
occurred in the past are not necessarily indicative, however, of fluctuations that may occur in the future. Holders of the
notes wil receive interest payments that wil be affected by changes in the CPI. Such changes may be significant.
Changes in the CPI are a function of the changes in specified consumer prices over time, which result from the
interaction of many factors over which we have no control.
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June 2011
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Senior Fixed to Floating Rate Notes due 2023
U.S. Inflation Index Linked Notes

§ Investors Are Subject To Our Credit Risk, And Any Actual Or Anticipated Changes To Our Credit Ratings Or
Credit Spreads May Adversely Affect The Market Value Of The Notes. Investors are dependent on our ability to
pay all amounts due on the notes on interest payment dates and at maturity, and, therefore, investors are subject to
our credit risk and to changes in the market's view of our creditworthiness. The notes are not guaranteed by any other
entity. If we default on our obligations under the notes, your investment would be at risk and you could lose some or al
of your investment. As a result, the market value of the notes prior to maturity wil 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.

§ The Price At Which The Notes May Be Resold Prior To Maturity Will Depend On A Number Of Factors And May
Be Substantially Less Than The Amount For Which They Were Originally Purchased. Some of these factors
include, but are not limited to: (i) changes in U.S. inflation rates, (i ) changes in U.S. interest rates, (i i) any actual or
anticipated changes in our credit ratings or credit spreads, and (iv) time remaining 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 notes 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 notes and the cost of hedging our obligations under the notes 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. 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.

§ The Price You Pay For The Notes May Be Higher Than The Prices Paid By Other Investors. The agent
proposes to offer the notes from time to time for sale to investors in one or more negotiated transactions, or otherwise,
at market prices prevailing at the time of sale, at prices related to then-prevailing prices, at negotiated prices, or
otherwise. Accordingly, there is a risk that the price you pay for the notes wil be higher than the prices paid by other
investors based on the date and time you make your purchase, from whom you purchase the notes (e.g., directly from
the agent or through a broker or dealer), any related transaction cost (e.g., any brokerage commission), whether you
hold your notes in a brokerage account, a fiduciary or fee-based account or another type of account and other market
factors.

§ The Notes Will Not Be Listed On Any Securities Exchange And Secondary Trading May Be Limited. The notes
wil not be listed on any securities exchange. Therefore, there may be little or no secondary market for the notes. MS
& Co. may, but is not obligated to, make a market in the notes. Even if there is a secondary market, it may not provide
enough liquidity to allow you to trade or sell the notes easily. Because we do not expect that other broker-dealers wil
participate significantly in the secondary market for the notes, the price at which you may be able to trade your notes is
likely to depend on the price, if any, at which MS & Co. is wil ing to transact. If at any time MS & Co. were not to make
a market in the notes, it is likely that there would be no secondary market for the notes. Accordingly, you should be
wil ing to hold your notes to maturity.

§ Issuer Or Its Affiliates Are Market Participants. The issuer or one or more of its affiliates may, at present or in the
future, publish research reports with respect to movements in interest rates general y or with respect to the CPI
specifically. This research is modified from time to time without notice and may express opinions or provide
recommendations that are inconsistent with purchasing or holding the notes. Any of these activities may affect the
market value of the notes.

June 2011
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