Obligation Morgan Stanleigh 1.372% ( US61745E7F21 ) en USD

Morgan Stanleigh

100 % ▲

Etas-Unis

US61745E7F21 ( en USD )

1.372% par an ( paiement semestriel )

28/02/2032

Prospectus brochure de l'obligation Morgan Stanley US61745E7F21 en USD 1.372%, échéance 28/02/2032

1 000 USD

5 000 000 USD

61745E7F2

28/02/2026 ( Dans 78 jours )

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 US61745E7F21, paye un coupon de 1.372% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/02/2032

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US61745E7F21, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US61745E7F21, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

http://www.sec.gov/Archives/edgar/data/895421/000095010312000582/...
424B2 1 dp28570_424b2-ps76.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of Registration

Title of Each Class of Securities Offered
Offering Price
Fee
Senior Fixed to Floating Rate Notes due 2032
$5,000,000

$573.00

February 2012

Pricing Supplement No. 76
Registration Statement No. 333-178081
Dated February 2, 2012
Filed pursuant to Rule 424(b)(2)
INTEREST RATE STRUCTURED PRODUCTS

Senior Fixed to Floating Rate Notes due 2032
Leveraged CMS Curve and S&P 500® Index Linked Notes

As further described below, interest wil accrue on the notes (i) in Year 1: at a rate of 10.00% per annum and (ii) in Years 2 to maturity: for each day that the closing
value of the S&P 500® Index is at or above 800, at a variable rate per annum equal to 7 times the difference, if any, between the 30-Year Constant Maturity Swap
Rate ("30CMS") and the 2-Year Constant Maturity Swap Rate ("2CMS") as determined on the CMS reference determination date at the start of the related
quarterly interest payment period; subject to the maximum interest rate of 10.00% per annum for each floating interest payment period and the minimum interest
rate of 0.00% per annum. The notes provide an above-market interest rate in Year 1; however, for each interest payment period in Years 2 to maturity, the notes
wil not pay any interest with respect to the interest payment period if the CMS reference index level is equal to or less than 0.00% on the related quarterly CMS
reference determination date. In addition, if on any calendar day the index closing value is less than the index reference level, interest wil accrue at a rate of
0.00% per annum for that day. 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 amount:
$5,000,000. May be increased prior to the original issue date but we are not required to do so.
Issue price:
At variable prices
Stated principal amount:
$1,000 per note
Pricing date:
February 2, 2012
Original issue date:
February 28, 2012 (17 business days after the pricing date)
Maturity date:
February 28, 2032
Interest accrual date:
February 28, 2012
Payment at maturity:
The payment at maturity per note wil be the stated principal amount plus accrued and unpaid interest, if any.
Interest:
From and including the original issue date to but excluding February 28, 2013: 10.00% per annum
From and including February 28, 2013 to but excluding the maturity date (the "floating interest rate period"):
For each interest payment period, a variable rate per annum equal to the product of:
(a) leverage factor times the CMS reference index; subject to the minimum interest rate and the
maximum interest rate; and
(b) N/ACT; where,
"N" = the total number of calendar days in the applicable interest payment period on which the index closing value is
greater than or equal to the index reference level (each such day, an "accrual day"); and
"ACT" = the total number of calendar days in the applicable interest payment period.
The CMS reference index level applicable to an interest payment period wil be determined on the related CMS reference
determination date.
Beginning February 28, 2013, it is possible that you could receive little or no interest on the notes. If, on the
related CMS reference determination date, the CMS reference index level is equal to or less than the CMS
reference index strike, interest will accrue at a rate of 0.00% for that interest payment period. In addition, if on
any day, the index closing value is determined to be less than the index reference level, interest will accrue at a
rate of 0.00% per annum for that day. The determination of the index closing value will be subject to certain
market disruption events.
Leverage factor:
7
Interest payment period:
Quarterly
Interest payment period end
Unadjusted
dates:
Interest payment dates:
Each February 28, May 28, August 28 and November 28, beginning May 28, 2012; 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:
Each February 28, May 28, August 28 and November 28, beginning February 28, 2013
CMS reference determination
Two (2) U.S. government securities business days prior to the related interest reset date at the start of the applicable
dates:
interest payment period.
Maximum interest rate:
10.00% per annum in any quarterly interest payment period during the floating interest rate period
Minimum interest rate:
0.00% per annum
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CMS reference index:
30-Year Constant Maturity Swap Rate minus 2-Year Constant Maturity Swap Rate, expressed as a percentage.
Please see "Additional Provisions--CMS Reference Index" below.
CMS reference index strike:
0.00%
Index:
The S&P 500® Index
Index reference level:
800
Agent:
Morgan Stanley & Co. LLC ("MS & Co."), a wholly 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
Terms continued on the following page
Proceeds to
Commissions and issue price:
Price to Public(1)(2)
Agent's Commissions(2)
Issuer
Per note
At variable prices
$40
$960
Total
At variable prices
$200,000
$4,800,000
(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
$970 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 $40 per note depending on market conditions. See "Supplemental Information Concerning Plan of
Distribution; Conflicts of Interest." For additional information, see "Plan of Distribution (Conflicts of Interest)" in the accompanying prospectus
supplement.

The notes involve risks not associated with an investment in ordinary debt securities. See "Risk Factors" beginning on page 9.

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, index 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, index supplement and prospectus, each of which can be
accessed via the hyperlinks below.

Prospectus Supplement dated November 21,
Index Supplement dated November 21, 2011
Prospectus dated November 21, 2011
2011

The notes 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.

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Senior Fixed to Floating Rate Notes due 2032
Leveraged CMS Curve and S&P 500® Index Linked Notes

Terms continued from previous page:
Index closing value:
The closing value of the index. Please see "Additional Provisions--The S&P 500 Index" below.
Index cutoff:
The index closing value for any day from and including the fifth index business day prior to the related interest payment
date for any interest payment period shall be the index closing value on such fifth index business day prior to such
interest payment date.
Redemption:
None
Day-count convention:
Actual/Actual
Specified currency:
U.S. dollars
CUSIP / ISIN:
61745E7F2/US61745E7F21
Book-entry or certificated note:
Book-entry
Business day:
New York
February 2012

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Senior Fixed to Floating Rate Notes due 2032
Leveraged CMS Curve and S&P 500® Index Linked Notes

The notes are debt securities of Morgan Stanley. In year 1, the notes pay interest at a rate of 10.00% per annum. Beginning
February 28, 2013, interest wil accrue on the notes for each day that the closing value of the S&P 500® Index is at or above
800, at a variable rate per annum equal to 7 times the CMS reference index for the related quarterly interest payment period;
subject to the maximum interest rate of 10.00% per annum per interest payment period and the minimum interest rate of
0.00% per annum. The floating interest rate is based on the CMS reference index and the level of the S&P 500 index. If
30CMS is less than or equal to 2CMS on the applicable CMS reference determination date, the floating interest rate wil be
0.00% and no interest wil accrue on the notes for such interest period. In addition, if on any calendar day during the interest
payment period the index closing value is less than the index reference level, interest wil accrue at a rate of 0.00% per annum
for that day. We describe the basic features of these notes in the sections of the accompanying prospectus cal ed "Description
of Debt Securities--Floating Rate Debt Securities" and prospectus supplement cal ed "Description of Notes," subject to and as
modified by the provisions described below.

Al payments on the notes 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. This cost of
hedging could be significant due to the term of the notes and the tailored exposure provided by the notes. 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
--Market Risk--The inclusion of commissions and projected profit from hedging in the original issue price is likely to adversely
affect secondary market prices."

CMS Reference Index

What are the 30-Year and 2-Year Constant Maturity Swap Rates?

The 30-Year Constant Maturity Swap Rate (which we refer to as "30CMS") is, on any day, the fixed rate of interest payable on
an interest rate swap with a 30-year maturity as reported on Reuters Page ISDAFIX1 or any successor page thereto at 11:00
a.m. New York City time on that day; provided that for the determination of 30CMS on any calendar day, the "CMS reference
determination date" shall be that calendar day unless that calendar day is not a U.S. government securities business day, in
which case the 30CMS level shall be the 30CMS level on the immediately preceding U.S. government securities business day.
This rate is one of the market-accepted indicators of longer-term interest rates.

The 2-Year Constant Maturity Swap Rate (which we refer to as "2CMS") is, on any day, the fixed rate of interest payable on
an interest rate swap with a 2-year maturity as reported on Reuters Page ISDAFIX1 or any successor page thereto at 11:00
a.m. New York City time on that day; provided that for the determination of 2CMS on any calendar day, the "CMS reference
determination date" shall be that calendar day unless that calendar day is not a U.S. government securities business day, in
which case the 2CMS level shal be the 2CMS level on the immediately preceding U.S. government securities business
day. This rate is one of the market-accepted indicators of shorter-term interest rates.

An interest rate swap rate, at any given time, general y indicates the fixed rate of interest (paid semi-annual y) that a
counterparty in the swaps market would have to pay for a given maturity, in order to receive a floating rate (paid quarterly)
equal to 3-month LIBOR for that same maturity.

U.S. Government Securities Business Day

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U.S. government securities business day means any day except for a Saturday, Sunday or a day on which The Securities
Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the
entire day for purposes of trading in U.S. government securities.

February 2012
Page 3

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Senior Fixed to Floating Rate Notes due 2032
Leveraged CMS Curve and S&P 500® Index Linked Notes

CMS Rate Fallback Provisions

If 30CMS or 2CMS is not displayed by 11:00 a.m. New York City time on the Reuters Screen ISDAFIX1 Page on any day on
which the level of the CMS reference index must be determined, such affected rate for such day wil be determined on the
basis of the mid-market semi-annual swap rate quotations to the calculation agent provided by five leading swap dealers in the
New York City interbank market (the "Reference Banks") at approximately 11:00 a.m., New York City time, on such day, and,
for this purpose, the mid-market semi-annual swap rate means the mean of the bid and offered rates for the semi-annual fixed
leg, calculated on a 30/360 day count basis, of a fixed-for-floating U.S. Dol ar interest rate swap transaction with a term equal
to the applicable 30 year or 2 year maturity commencing on such day and in a representative amount with an acknowledged
dealer of good credit in the swap market, where the floating leg, calculated on an actual/360 day count basis, is equivalent to
USD-LIBOR-BBA with a designated maturity of three months. The calculation agent wil request the principal New York City
office of each of the Reference Banks to provide a quotation of its rate. If at least three quotations are provided, the rate for
that day wil be the arithmetic mean of the quotations, eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the lowest). If fewer than three quotations are provided
as requested, the rate wil be determined by the calculation agent in good faith and in a commercially reasonable manner.

The S&P 500® Index

The S&P 500® Index (the "index" or the "S&P 500 Index"), which is calculated, maintained and published by Standard & Poor's
Financial Services LLC ("S&P" or the "index publisher"), consists of 500 component stocks selected to provide a performance
benchmark for the U.S. equity markets. The calculation of the index is based on the relative value of the float adjusted
aggregate market capitalization of the 500 component companies as of a particular time as compared to the aggregate
average market capitalization of 500 similar companies during the base period of the years 1941 through 1943. For additional
information about the S&P 500® Index, see the information set forth under "Annex A The S&P 500® Index" in this document
and "S&P 500® Index" in the accompanying index supplement.

Index Closing Value Fallback Provisions

The index closing value on any calendar day beginning February 28, 2013, on which the index level is to be determined (each,
an "index determination date") wil equal the official closing value of the index as published by the index publisher or its
successor, or in the case of any successor index, the official closing value for any such successor index as published by the
publisher of such successor index or its successor, at the regular weekday close of trading on that calendar day, as
determined by the calculation agent; provided that the index closing value for any day from and including the fifth index
business day prior to the related interest payment date for any interest payment period shall be the index closing value in effect
on such fifth index business day prior to such interest payment date; provided further that if a market disruption event with
respect to the index occurs on any index determination date or if any such index determination date is not an index business
day, the closing value of the index for such index determination date wil be the closing value of the index on the immediately
preceding index business day on which no market disruption event has occurred. In certain circumstances, the index closing
value shall be based on the alternate calculation of the index described under "Annex A--The S&P 500® Index--Discontinuance
of the S&P 500 Index; Alteration of Method of Calculation."

"Index business day" means a day, as determined by the calculation agent, on which trading is general y conducted on each of
the relevant exchange(s) for the index, other than a day on which trading on such exchange(s) is scheduled to close prior to the
time of the posting of its regular final weekday closing price.

"Relevant exchange" means the primary exchange(s) or market(s) of trading for (i) any security then included in the index, or
any successor index, and (i ) any futures or options contracts related to the index or to any security then included in the index.

For more information regarding market disruption events with respect to the index, discontinuance of the index and alteration of
the method of calculation, see "Annex A--The S&P 500® Index--Market Disruption Event" and "--Discontinuance of the S&P
500 Index; Alteration of Method of Calculation" herein.

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February 2012
Page 4

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Senior Fixed to Floating Rate Notes due 2032
Leveraged CMS Curve and S&P 500® Index Linked Notes

The table below presents examples of hypothetical interest that would accrue on the notes during any quarter in the floating
interest rate period. The examples below are for purposes of il ustration only. The examples of the hypothetical floating
interest rate that would accrue on the notes are based both on the level of the CMS reference index level on the applicable
CMS reference determination date and on the total number of calendar days in a quarterly interest payment period on which
the index closing value of the S&P 500® Index is greater than or equal to 800.

The actual interest payments during the floating interest rate period wil depend on the actual level of the CMS reference index
on each CMS reference determination date and the index closing value of the S&P 500® Index on each day during the floating
interest payment period. The applicable interest rate for each quarterly interest payment period wil be determined on a
per-annum basis but wil apply only to that interest payment period. The table assumes that the interest payment period
contains 90 calendar days. The examples below are for purposes of il ustration only and would provide different results if
different assumptions were made.

Hypothetical Interest Rate
CMS
7 times CMS
Reference
Reference
Number of accrual days on which the index closing value of the S&P 500® Index
is greater than or equal to 800
Index
Index
0
10
20
30
50
75
90
-4.200%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
-3.900%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
-3.600%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
-3.300%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
-3.000%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
-2.700%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
-2.400%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
-2.100%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
-1.800%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
-1.500%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
-1.200%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
-0.900%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
-0.600%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
-0.300%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.000%
0.00%
0.00%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.0000%
0.300%
2.10%
0.00%
0.2333%
0.4667%
0.7000%
1.1667%
1.7500%
2.1000%
0.600%
4.20%
0.00%
0.4667%
0.9333%
1.4000%
2.3333%
3.5000%
4.2000%
0.900%
6.30%
0.00%
0.7000%
1.4000%
2.1000%
3.5000%
5.2500%
6.3000%
1.200%
8.40%
0.00%
0.9333%
1.8667%
2.8000%
4.6667%
7.0000%
8.4000%
1.500%
10.00%
0.00%
1.1111%
2.2222%
3.3333%
5.5556%
8.3333%
10.0000%
1.800%
10.00%
0.00%
1.1111%
2.2222%
3.3333%
5.5556%
8.3333%
10.0000%
2.100%
10.00%
0.00%
1.1111%
2.2222%
3.3333%
5.5556%
8.3333%
10.0000%
2.400%
10.00%
0.00%
1.1111%
2.2222%
3.3333%
5.5556%
8.3333%
10.0000%
2.500%
10.00%
0.00%
1.1111%
2.2222%
3.3333%
5.5556%
8.3333%
10.0000%
2.800%
10.00%
0.00%
1.1111%
2.2222%
3.3333%
5.5556%
8.3333%
10.0000%
3.100%
10.00%
0.00%
1.1111%
2.2222%
3.3333%
5.5556%
8.3333%
10.0000%
3.400%
10.00%
0.00%
1.1111%
2.2222%
3.3333%
5.5556%
8.3333%
10.0000%
3.700%
10.00%
0.00%
1.1111%
2.2222%
3.3333%
5.5556%
8.3333%
10.0000%
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4.000%
10.00%
0.00%
1.1111%
2.2222%
3.3333%
5.5556%
8.3333%
10.0000%
4.300%
10.00%
0.00%
1.1111%
2.2222%
3.3333%
5.5556%
8.3333%
10.0000%

If 30CMS is less than or equal to 2CMS on the applicable CMS reference determination date, the floating interest rate wil be
the minimum interest rate of 0.00% and no interest wil accrue on the notes for such interest period regardless of the total
number of calendar days in the interest payment period on which the index closing value of the S&P 500® Index is greater than
or equal to 800.

February 2012
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Senior Fixed to Floating Rate Notes due 2032
Leveraged CMS Curve and S&P 500® Index Linked Notes

The CMS Reference Index

The fol owing graph sets forth the historical difference between the 30-Year Constant Maturity Swap Rate and the 2-Year
Constant Maturity Swap Rate for the period from January 1, 1997 to February 2, 2012 (the "historical period"). The historical
difference between the 30-Year Constant Maturity Swap Rate and the 2-Year Constant Maturity Swap Rate should not be
taken as an indication of the future performance of the CMS reference index. The graph below does not reflect the return the
notes would have had during the periods presented because it does not take into account the index closing values or the
leverage factor. We cannot give you any assurance that the level of the CMS reference index wil be positive on any CMS
reference determination date. We obtained the information in the graph below, without independent verification, from
Bloomberg Financial Markets ("USSW"), which closely paral els but is not necessarily exactly the same as the Reuters Page
price sources used to determine the level of the CMS reference index.

*The bold line in the graph indicates the CMS reference index strike of 0.00%.

Historical period

Total number of days in historical period
5,511
Number of days CMS reference index was greater than 0.00%
5,498
Number of days CMS reference index was less than or equal to 0.00%
13

The historical performance shown above is not indicative of future performance. The CMS reference index level may be
negative on one or more specific CMS reference determination dates during the floating interest rate period even if the level of
the CMS reference index is generally positive and, moreover, the level of the CMS reference index has in the past been, and
may in the future be, negative.

If the level of the CMS reference index is negative on any CMS reference determination date during the floating
interest rate period, you will not receive any interest for the related interest payment period. Moreover, even if the
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