Obligation Morgan Stanleigh 5.5% ( US61747WAL37 ) en USD

Morgan Stanleigh

100 % ▼

Etas-Unis

US61747WAL37 ( en USD )

5.5% par an ( paiement semestriel )

27/07/2021 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley US61747WAL37 en USD 5.5%, échue

1 000 USD

2 500 000 000 USD

61747WAL3

BBB+ ( Qualité moyenne inférieure )

A2 ( 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 US61747WAL37, paye un coupon de 5.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 27/07/2021

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US61747WAL37, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US61747WAL37, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B2 1 efc11-447_424b2.htm
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered
Maximum Aggregate Offering Price
Amount of Registration Fee
Fixed Rate Senior Notes Due 2014
$499,885,000
$58,036.65

Fixed Rate Senior Notes Due 2021
$1,499,550,000
$174,097.76

PROSPECTUS Dated December 23, 2008
Pricing Supplement No. 890 to
PROSPECTUS SUPPLEMENT Dated December 23, 2008
Registration Statement No. 333-156423
Dated July 21, 2011
Rule 424(b)(2)

GLOBAL MEDIUM-TERM NOTES, SERIES F
Fixed Rate Senior Notes Due 2014
Fixed Rate Senior Notes Due 2021
We, Morgan Stanley, are offering the notes described below on a global basis. We may not redeem the Global Medium-Term Notes,
Series F, Fixed Rate Senior Notes Due 2014 (the "fixed rate notes due 2014") prior to the maturity thereof. We may redeem some or all
of the Global Medium-Term Notes, Series F, Fixed Rate Senior Notes Due 2021 (the "fixed rate notes due 2021" and, together with the
fixed rate notes due 2014, the "notes") at any time in accordance with the provisions described in the accompanying prospectus under
the heading "Description of Debt Securities--Redemption and Repurchase of Debt Securities--Optional Make-whole Redemption of
Debt Securities," as supplemented by the provisions below relating to the fixed rate notes due 2021.

We will issue the notes only in registered form, which form is further described under "Description of Notes--Forms of Notes" in
the accompanying prospectus supplement.

We describe the basic features of the notes in the section of the accompanying prospectus supplement called "Description of
Notes" and in the section of the accompanying prospectus called "Description of Debt Securities--Fixed Rate Debt Securities," in
each case subject to and as modified by the provisions described below.

Fixed Rate Notes Due 2014

Fixed Rate Notes Due 2021
Principal Amount:
$500,000,000

Principal Amount:
$1,500,000,000
Maturity Date:
July 28, 2014

Maturity Date:
July 28, 2021
Settlement Date

Settlement Date

(Original Issue Date):
July 28, 2011 (T+5)

(Original Issue Date):
July 28, 2011 (T+5)
Interest Accrual Date:
July 28, 2011

Interest Accrual Date:
July 28, 2011
Issue Price:
99.977%

Issue Price:
99.970%
Specified Currency:
U.S. dollars

Specified Currency:
U.S. dollars
Redemption Percentage

Redemption Percentage

at Maturity:
100%

at Maturity:
100%
(continued on the next
(continued on the next

page)

page)

We describe how interest on the notes is calculated, accrued and paid, including where a scheduled interest payment date is not a
business day (the following unadjusted business day convention), under "Description of Debt Securities--Fixed Rate Debt Securities"
in the accompanying prospectus.

Terms not defined herein have the meanings given to such terms in the accompanying prospectus supplement and prospectus, as
applicable.

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.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved these
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securities, or determined if this pricing supplement or the accompanying prospectus supplement or prospectus is truthful
or complete. Any representation to the contrary is a criminal offense.

MITSUBISHI UFJ SECURITIES
KKR
ABN AMRO
BB&T CAPITAL MARKETS
BLAYLOCK ROBERT VAN, LLC
CASTLEOAK SECURITIES, LP
CREDIT AGRICOLE CIB
DREXEL HAMILTON LLC
KEYBANC CAPITAL MARKETS
LOOP CAPITAL MARKETS
NATIXIS BLEICHROEDER INC.
PNC CAPITAL MARKETS LLC
RBS
RAMIREZ & CO., INC.
SANTANDER
SCOTIA CAPITAL
SUNTRUST ROBINSON HUMPHREY
TD SECURITIES
UNICREDIT BANK
U.S. BANCORP INVESTMENTS, INC.

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Fixed Rate Notes Due 2014 (continued)

Fixed Rate Notes Due 2021 (continued)
Interest Rate:
2.875% per annum
Interest Rate:
5.500% per annum
(calculated on a 30/360 day

(calculated on a 30/360 day
count basis)
count basis)
Interest Payment Period:
Semi-annual
Interest Payment Period:
Semi-annual
Interest Payment Dates:
Each January 28 and July 28,
Interest Payment Dates:
Each January 28 and July 28,
commencing on January 28,

commencing on January 28,
2012
2012
Business Day:
New York
Business Day:
New York
Business Day Convention:
Following unadjusted
Business Day Convention:
Following unadjusted
Minimum Denominations:
$1,000 and integral
Minimum Denominations:
$1,000 and integral
multiples of $1,000 in

multiples of $1,000 in
excess thereof
excess thereof
CUSIP:
61747WAK5
CUSIP:
61747WAL3
ISIN:
US61747WAK53
ISIN:
US61747WAL37
Other Provisions:
None
Other Provisions:
Optional Make-Whole
Redemption (spread over

treasury rate: plus 37.5 basis
points)

PS-2
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Supplemental Information Concerning Plan of Distribution; Conflicts of Interest

On July 21, 2011, we agreed to sell to the managers listed below, and they severally agreed to purchase, the principal amounts of
notes set forth opposite their respective names below at a net price of 99.727% for the fixed rate notes due 2014 and at a net price of
99.520% for the fixed rate notes due 2021, each of which we refer to as the "purchase price" for the respective notes. The purchase
price for the fixed rate notes due 2014 equals the stated issue price of 99.977% less a combined management and underwriting
commission of 0.25% of the principal amount of the fixed rate notes due 2014 and the purchase price for the fixed rate notes due 2021
equals the stated issue price of 99.970% less a combined management and underwriting commission of 0.45% of the principal amount
of the fixed rate notes due 2021.

Principal
Principal
Amount of
Amount of
Fixed Rate
Fixed Rate
Notes Due
Notes Due
Name

2014

2021

Morgan Stanley & Co. LLC
$375,000,000 $1,155,000,000

Mitsubishi UFJ Securities (USA), Inc.
50,000,000
150,000,000

KKR Capital Markets LLC
25,000,000
75,000,000

ABN AMRO Bank N.V.
5,000,000
¾

BB&T Capital Markets, a division of Scott & Stringfellow, Inc.
5,000,000
¾

Blaylock Robert Van, LLC
5,000,000
¾

CastleOak Securities, LP
5,000,000
¾

Credit Agricole Securities (USA) Inc.
5,000,000
¾

Drexel Hamilton, LLC
5,000,000
¾

KeyBanc Capital Markets Inc.
¾
15,000,000

Loop Capital Markets LLC
¾
15,000,000

Natixis Bleichroeder Inc.
5,000,000
¾

PNC Capital Markets LLC
5,000,000
¾

RBS Securities Inc.
¾
15,000,000

Samuel A. Ramirez & Company, Inc.
¾
15,000,000

Santander Investment Securities Inc.
¾
15,000,000

Scotia Capital (USA) Inc.
5,000,000
¾

SunTrust Robinson Humphrey, Inc.
¾
15,000,000

TD Securities (USA) LLC
5,000,000
¾

UniCredit Bank AG
¾
15,000,000

U.S. Bancorp Investments, Inc.

¾
15,000,000
Total
$500,000,000 $1,500,000,000
Morgan Stanley & Co. LLC is our wholly-owned subsidiary. Mitsubishi UFJ Financial Group, Inc., the ultimate parent of
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Mitsubishi UFJ Securities (USA), Inc. (one of the managers), holds an approximately 22.4% interest in Morgan Stanley. This offering
will be conducted in compliance with the requirements of FINRA Rule 5121 of the Financial Industry Regulatory Authority, Inc., which
is commonly referred to as FINRA, regarding a FINRA member firm's distribution of the securities of an affiliate and related conflicts
of interest. In accordance with FINRA Rule 5121, Morgan Stanley & Co. LLC and Mitsubishi UFJ Securities (USA), Inc. may not make
sales in this offering to any discretionary accounts without the prior written approval of the customer.

ABN AMRO Bank N.V. and UniCredit Bank AG are not U.S. registered broker-dealers and, therefore, to the extent that they intend
to effect any sales of the notes in the United States, they will do so through one or more U.S. registered broker-dealers as permitted by
FINRA regulations.

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With respect to notes to be offered or sold in the United Kingdom, each manager has represented and agreed (1) that it has only
communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to
engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the "FSMA"))
received by such manager in connection with the issue or sale of the notes in circumstances in which Section 21(1) of the FSMA does
not apply to us, and (2) that it has complied and will comply with all applicable provisions of the FSMA with respect to anything done
by such manager in relation to the notes in, from or otherwise involving the United Kingdom.

Each manager has agreed that it will not offer or sell any notes, directly or indirectly, in Japan or to or for the account or benefit
of any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity
organized under the laws of Japan), except pursuant to an exemption from the registration requirements and otherwise in compliance
with the Financial Instruments and Exchange Law of Japan (Law No.25 of 1948, as amended) and any other applicable laws,
regulations and ministerial guidelines of Japan.

Furthermore, each manager has agreed that it will not purchase, deliver, offer or sell the notes or possess or distribute offering
material in relation to the notes in any jurisdiction if such purchase, delivery, offer or sale or the possession or distribution of such
offering material would not be in compliance with any applicable law or regulation or if any consent, approval or permission is
needed for such purchase, delivery, offer or sale or the possession or distribution by such manager or for or on behalf of us unless
such consent, approval or permission has been previously obtained.

Validity of the Notes

In the opinion of Davis Polk & Wardwell LLP, as special counsel to Morgan Stanley, when the notes offered by this pricing
supplement have been executed and issued by Morgan Stanley and authenticated by the trustee pursuant to the Senior Debt Indenture
(as defined in the accompanying prospectus), and delivered against payment as contemplated herein, such notes will be valid and
binding obligations of Morgan Stanley, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and
similar laws affecting creditors' rights generally, concepts of reasonableness and equitable principles of general applicability
(including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no
opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions
expressed above. This opinion is given as of the date hereof and is limited to the federal laws of the United States of America, the laws
of the State of New York and the General Corporation Law of the State of Delaware. In addition, this opinion is subject to customary
assumptions about the trustee's authorization, execution and delivery of the Senior Debt Indenture and its authentication of the notes
and the validity, binding nature and enforceability of the Senior Debt Indenture with respect to the trustee, all as stated in the letter of
such counsel dated March 24, 2011, which has been filed as an exhibit to a Current Report on Form 8-K by Morgan Stanley on March
24, 2011.

PS-4
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