Obligation Morgan Stanleigh 2.38% ( US6174824W19 ) en USD

Morgan Stanleigh

100 % ▲

Etas-Unis

US6174824W19 ( en USD )

2.38% par an ( paiement semestriel )

30/05/2028

Prospectus brochure de l'obligation Morgan Stanley US6174824W19 en USD 2.38%, échéance 30/05/2028

1 000 USD

2 520 000 USD

6174824W1

30/11/2025 ( Dans 147 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 US6174824W19, paye un coupon de 2.38% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/05/2028

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US6174824W19, 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 US6174824W19, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

http://www.sec.gov/Archives/edgar/data/895421/000095010313003278/...
424B2 1 dp38521_424b2-ps804.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 2028

2,520,000

343.73
May 2013
Pricing Supplement No. 804
Registration Statement No. 333-178081
Dated May 24, 2013
Filed pursuant to Rule 424(b)(2)
STRUCTURED INVESTMENTS
Opportunities in Commodities
Senior Fixed to Floating Rate Notes due May 30, 2028
Based on the Performance of RBOB Gasoline
The notes are senior unsecured obligations of Morgan Stanley. As further described below, interest wil accrue and be payable on the notes quarterly, in
arrears: (i) in years 1 and 2: at a rate of 6.00% per annum and (i ) in years 3 to maturity: at a variable annual rate equal to [(commodity price in U.S. cents
on the related annual coupon reset date) / 100]% + 0.50%, as determined on the applicable annual coupon reset date. The coupon payments after the
first two years and market value of these notes are based on the price of RBOB gasoline, and the price of a single commodity tends to be more volatile
than, and may not correlate with, the prices of commodities general y, and may change unpredictably and affect the value of the reference coupon and the
notes in unforeseen ways. The notes are for investors who seek an opportunity to earn interest at an above market rate for the first two years in
exchange for the risk of receiving interest at a below market rate after the first two years depending on the price of the underlying commodity on the
annual coupon reset dates. Al payments on the notes, including the repayment of principal, are subject to the credit risk of Morgan Stanley.
FINAL TERMS
Issuer:
Morgan Stanley
Underlying commodity:
RBOB gasoline
Aggregate principal amount:
$2,520,000
Issue price:
$1,000 per note
Stated principal amount:
$1,000 per note
Pricing date:
May 24, 2013
Original issue date:
May 30, 2013 (3 business days after the pricing date)
Maturity date:
May 30, 2028
Interest accrual date:
May 30, 2013
Payment at maturity:
The payment at maturity per note wil be the stated principal amount plus accrued and unpaid interest, if any
Reference coupon:
An annual rate, calculated as fol ows: [(commodity price in U.S. cents) / 100]% + 0.50%

The commodity price determined on any coupon reset date shal apply to each coupon payment date from but
excluding the coupon payment date that is the current coupon reset date to and including the coupon payment
date that is the next coupon reset date. Please see "Additional Provisions--Reference Coupon" below.
Coupon rate:
From and including the original issue date to but excluding May 30, 2015: 6.00% per annum

From and including May 30, 2015 to but excluding the maturity date (the "floating interest rate period"): Reference
coupon
Coupon payment period:
Quarterly
Interest payment period end dates:
Unadjusted
Coupon payment dates:
Each February 28, May 30, August 30 and November 30, beginning August 30, 2013; provided that if any such
day is not a business day, that coupon payment wil be made on the next succeeding business day and no
adjustment wil be made to any coupon payment made on that succeeding business day.
Coupon reset dates:
Annual y on each May 30, from and including May 30, 2015 to but excluding the maturity date, subject to
adjustment for non-trading days and certain market disruption events. Please see "Additional Provisions
--Coupon reset dates" below.
Day-count convention:
30/360
Commodity price:
On any trading day, the official settlement price per gal on of New York Harbor reformulated gasoline blendstock
for oxygen blending on the New York Mercantile Exchange ("NYMEX") of the first nearby month futures contract,
stated in U.S. cents, as made public by NYMEX on such day.
Redemption:
Not applicable
Specified currency:
U.S. dol ars
Record date:
The record date for each coupon payment date shal be the date one business day prior to such scheduled
coupon payment date; provided, however, that any coupon payable at maturity shal be paid to whom the
payment at maturity is due.
CUSIP / ISIN:
6174824W1 / US6174824W19
Book-entry or certificated note:
Book-entry
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 Group Inc.
Trustee:
The Bank of New York Mel on
("MSCG")
Commissions and issue price:
Price to public(1)
Agent's commissions(2)
Proceeds to issuer
Per note
$1,000
$30
$970
Total
$2,520,000
$75,600
$2,444,400
(1) The price to public for investors purchasing the notes in fee-based advisory accounts will be $980 per note.
(2) Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $30 for each note they sell; provided
that dealers selling to investors purchasing the notes in fee-based advisory accounts will receive a sales commission of $10 per note. See "Supplemental
information regarding plan of distribution; conflicts of interest." For additional information, see "Plan of Distribution (Conflicts of Interest)" in the accompanying
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prospectus supplement.
The notes involve risks not associated with an investment in ordinary debt securities. See "Risk Factors" beginning on page 6.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, 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 November 21, 2011
Prospectus dated November 21, 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 May 30, 2028
Based on the Performance of RBOB Gasoline

The Notes

The notes are debt securities of Morgan Stanley. Interest on the notes wil accrue and be payable quarterly, in arrears, in (i) years 1 and 2, at a fixed rate
equal to 6.00% per annum and (i ) years 3 to maturity, at a variable annual rate equal to [(commodity price in U.S. cents on the related annual coupon
reset date) / 100]% + 0.50%, as determined on the applicable annual coupon reset date. 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. The coupon payments after the first two years and market value of these notes are
based on the price of RBOB gasoline, and the price of a single commodity tends to be more volatile than, and may not correlate with, the prices of
commodities general y, and may change unpredictably and affect the value of the reference coupon and the notes in unforeseen ways. Al payments on
the notes are subject to the credit risk of Morgan Stanley.

The stated principal amount and issue price of each note is $1,000. 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--Market Risk--The inclusion of commissions and projected profit from hedging in the original issue price is likely to
adversely affect secondary market prices."

Additional Provisions

Definitions

"Coupon reset dates" means each May 30, from and including May 30, 2015 to but excluding the maturity date. If any scheduled coupon reset date is
not a trading day with respect to the underlying commodity or if a market disruption event occurs on any scheduled coupon reset date, the commodity
price for such date wil be the commodity price on the next trading day on which no market disruption event occurs; provided that if a market disruption
event has occurred on each of the three consecutive trading days immediately succeeding the scheduled coupon reset date, the calculation agent will
determine the commodity price for such coupon reset date on such third succeeding trading day by requesting the principal office of each of the three
leading dealers in the relevant market, selected by the calculation agent, to provide a quotation for the relevant price. If such quotations are provided as
requested, the commodity price wil be the arithmetic mean of such quotations. If fewer than three quotations are provided as requested, such commodity
price wil be determined by the calculation agent in its sole discretion (acting in good faith) taking into account any information that it deems relevant.

"Commodity price" means, for any trading day, the official settlement price per gal on of New York Harbor reformulated gasoline blendstock for oxygen
blending on the NYMEX of the first nearby month futures contract, stated in U.S. cents, as made public by NYMEX on such day.

Reuters and various other third party sources may report the price of the underlying commodity. If any such reported price differs from that as
published by the NYMEX or its successor, the price published by NYMEX or its successor will prevail.

"Trading day" means a day, as determined by the calculation agent, that is a day on which the relevant exchange for the underlying commodity is open
for trading during its regular trading session, notwithstanding any such relevant exchange closing prior to its scheduled closing time.

"Relevant exchange" means the NYMEX, or, if the NYMEX is no longer the principal exchange or trading market for the underlying commodity, such
exchange or principal trading market for the underlying commodity that serves as the source of prices for the underlying commodity and any principal
exchanges where options or futures contracts on the underlying commodity are traded.

"Calculation agent" means Morgan Stanley Capital Group Inc. and its successors. Al determinations made by the calculation agent shal be at the sole
discretion of the calculation agent and shal , in the absence of manifest error, be conclusive for all purposes and binding on the holder of this note, the
trustee and the issuer. Al calculations with respect to the coupon rate shal

May 2013
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Based on the Performance of RBOB Gasoline

be made by the calculation agent and shal be rounded to the nearest one hundred-thousandth, with five one-mil ionths rounded upward (e.g., .876545
would be rounded to .87655); all dol ar amounts related to determination of the amount of cash payable per stated principal amount shall be rounded to
the nearest ten-thousandth, with five one hundred-thousandths rounded upward (e.g., .76545 would be rounded up to .7655); and al dol ar amounts paid
on the aggregate principal amount of this note shall be rounded to the nearest cent, with one-half cent rounded upward.

"Market disruption event" means, with respect to the underlying commodity, any of a price source disruption, trading disruption, disappearance of
commodity reference price, tax disruption, in each case, as determined by the calculation agent.

"Price source disruption" means the temporary or permanent failure of the relevant exchange to announce or publish the commodity price.

"Trading disruption" means the material suspension of, or material limitation imposed on, trading in the underlying commodity or futures contracts related
to the underlying commodity on the relevant exchange for the underlying commodity.

"Disappearance of commodity reference price" means either (i) the failure of trading to commence, or the permanent discontinuance of trading, in the
underlying commodity or futures contracts related to the underlying commodity on the relevant exchange or (i ) the disappearance of, or of trading in, the
underlying commodity.

"Tax disruption" means the imposition of, change in or removal of an excise, severance, sales, use, value-added, transfer, stamp, documentary,
recording or similar tax on, or measured by reference to, the underlying commodity (other than a tax on, or measured by reference to overal gross or net
income) by any government or taxation authority after the pricing date, if the direct effect of such imposition, change or removal is to raise or lower the
price of the underlying commodity on any day that would otherwise be a coupon reset date from what it would have been without that imposition, change
or removal.

Reference Coupon

How is the reference coupon determined?

Beginning on the May 2015 coupon reset date, the reference coupon wil be set at an annual rate equal to:
[(commodity price in U.S. cents for such coupon reset date) / 100]% + 0.50%, as determined by the calculation agent.
For example, if the commodity price is 280¢ on a coupon reset date, the reference coupon wil be set at [(280) / 100]% + 0.50% = 2.80% + 0.5% =
3.30% per annum for each coupon payment date from but excluding the coupon payment date that is the current coupon reset date to and including the
coupon payment date that is the next coupon reset date.

May 2013
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Senior Fixed to Floating Rate Notes due May 30, 2028
Based on the Performance of RBOB Gasoline

Historical Information

The fol owing table sets forth the published high and low commodity prices, as wel as end-of-quarter commodity prices for each quarter in the period from
January 1, 2008 through May 24, 2013. The commodity price on May 24, 2013 was 284.13¢. We obtained the information in the table from Bloomberg
Financial Markets, without independent verification. The historical performance of the underlying commodity should not be taken as an indication of its
future performance.

RBOB Gasoline (in U.S. cents per gallon)
High (¢)
Low (¢)
Period End (¢)
2008

First Quarter
274.29
223.99
261.63
Second Quarter
354.80
263.92
350.15
Third Quarter
357.10
239.70
248.47
Fourth Quarter
236.00
79.27
100.82
2009

First Quarter
153.11
100.82
140.00
Second Quarter
207.11
137.17
189.72
Third Quarter
206.93
162.05
172.59
Fourth Quarter
207.05
172.03
205.25
2010

First Quarter
231.00
188.64
231.00
Second Quarter
243.51
193.08
206.06
Third Quarter
219.35
184.94
204.48
Fourth Quarter
245.32
204.10
245.32
2011

First Quarter
310.76
234.27
310.76
Second Quarter
346.48
277.66
303.16
Third Quarter
315.36
255.47
262.60
Fourth Quarter
282.47
244.89
268.63
2012

First Quarter
341.66
268.63
338.99
Second Quarter
339.54
255.01
272.72
Third Quarter
334.20
262.39
334.20
Fourth Quarter
295.93
257.36
281.20
2013

First Quarter
320.35
270.66
310.54
Second Quarter (through May 24, 2013)
310.15
271.90
284.13

May 2013
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Senior Fixed to Floating Rate Notes due May 30, 2028
Based on the Performance of RBOB Gasoline

Daily Commodity Prices of RBOB Gasoline
January 1, 2008 to May 24, 2013

May 2013
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Senior Fixed to Floating Rate Notes due May 30, 2028
Based on the Performance of RBOB Gasoline

Risk Factors

The notes involve risks not associated with an investment in ordinary floating rate notes. An investment in the notes entails significant risks not
associated with similar investments in a conventional debt security, including, but not limited to, fluctuations in the price of the underlying commodity,
and other events that are difficult to predict and beyond the issuer's control. This section describes the most significant risks relating to the notes. For a
complete list of risk factors, please see the accompanying prospectus supplement and prospectus.

Yield Risk

§
The historical performance of RBOB gasoline is not an indication of future performance, and the amount of interest payable on the notes
after the first two years is uncertain. Historical performance of RBOB gasoline should not be taken as an indication of its future performance
during the term of the notes. Decreases in the commodity price of RBOB gasoline may adversely affect the trading price of the notes. After the first
two years, the interest rate on the notes is based on the price of the underlying commodity on the coupon reset dates. It is possible that the
commodity price wil decline below its initial level and remain below that level for extended periods or even for the entire floating interest rate period.

§
The reference coupon is not linked to the commodity price at any time other than the annual coupon reset dates. The reference coupon wil
be based on the commodity price on the annual coupon reset dates, beginning in May 2015, subject to adjustment for non-trading days and certain
market disruption events. The commodity price determined on any coupon reset date shall apply to each coupon payment date from but excluding the
coupon payment date that is the current coupon reset date to and including the coupon payment date that is the next coupon reset date. Although the
actual commodity price at other times during the term of the securities may be higher than the commodity price on any coupon reset date, the
reference coupon wil be based solely on the commodity price on the applicable coupon reset dates.

Issuer Risk

§
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 al amounts due on the notes on coupon 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 value of the notes.

Commodity Risk

§
Single commodity prices tend to be more volatile than, and may not correlate with, the prices of commodities generally. After the first two
years, the interest rate of the notes is linked exclusively to the price of RBOB gasoline and not to a diverse basket of commodities or a broad-based
commodity index. The price of RBOB gasoline may not correlate to, and may diverge significantly from, the prices of commodities
general y. Because the notes are linked to the price of a single commodity, they carry greater risk and may be more volatile than a security linked to
the prices of multiple commodities or a broad-based commodity index. The price of RBOB gasoline may be, and has recently been, highly volatile,
and we can give you no assurance that the volatility wil lessen. See "Historical Information" above.

§
The return on the notes is linked to a single commodity, and the price of RBOB Gasoline may change unpredictably and affect the value of
the notes in unforeseen ways. RBOB gasoline is the first nearby New York harbor reformulated gasoline blendstock for oxygen blending ("RBOB")
futures contract traded on the NYMEX in units of 42,000 gal ons. The contract is based on delivery at petroleum products terminals in New York
harbor. RBOB is a wholesale non-oxygenated blendstock traded in the New York Harbor barge market that is ready for the addition of 10% ethanol
at the truck rack.

The level of demand for non-oxygenated gasoline is primarily influenced by the level of global industrial activity. In addition, the demand has seasonal
variations, which occur during the "driving seasons" usual y considered the summer months in North America and Europe. Further, as RBOB is derived
from crude oil, the price of crude oil also influences the price of RBOB.

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Crude oil in turn is influenced by global demand for and supply of crude oil, but is also influenced significantly from time to time by speculative
actions. Demand for refined petroleum products by consumers, as wel as the agricultural, manufacturing and transportation industries, affects the
price of crude oil. Crude oil's end-use as a refined product is often as transport fuel, industrial fuel and in-home heating fuel. Potential for substitution
in most areas exists, although considerations including relative cost often limit substitution levels. Because the precursors of demand for petroleum
products are linked to economic activity, demand wil tend to reflect economic conditions. Demand is also influenced by government regulations, such
as environmental or consumption policies. In addition to general economic activity and demand, prices for crude oil are affected by political events,
labor activity and, in particular, direct government intervention (such as embargos) or supply disruptions in major oil producing regions of the
world. Such events tend to affect oil prices worldwide, regardless of the location of the event. Supply for crude oil may increase or decrease
depending on many factors. These include production decisions by the Organization of the Petroleum Exporting Countries and other crude oil
producers. In the event of sudden disruptions in the supplies of oil, such as those caused by war, natural events, accidents or acts of terrorism, prices
of oil futures contracts could become extremely volatile and unpredictable. Also, sudden and dramatic changes in the futures market may occur, for
example, upon a cessation of hostilities that may exist in countries producing oil, the introduction of new or previously withheld supplies into the market
or the introduction of substitute products or commodities.

§
An investment linked to commodity futures contracts is not equivalent to an investment linked to the spot prices of physical
commodities. The notes have returns based on the price of futures contracts on the underlying commodity, not the change in the spot price of actual
physical commodity to which such futures contracts relate. The price of a futures contract reflects the expected value of the commodity upon delivery
in the future, whereas the price of a physical commodity reflects the value of such commodity upon immediate delivery, which is referred to as the
spot price. Several factors can result in differences between the price of a commodity futures contract and the spot price of a commodity, including
the cost of storing such commodity for the length of the futures contract, interest costs related to financing the purchase of such commodity and
expectations of supply and demand for such commodity. While the changes in the price of a futures contract are usual y correlated with the changes
in the spot price, such correlation is not exact. In some cases, the performance of a commodity futures contract can deviate significantly from the
spot price performance of the related underlying commodity, especially over longer periods of time. Accordingly, investments linked to the return of
commodities futures contracts may underperform similar investments that reflect the spot price return on physical commodities.

§
Legal and regulatory changes could adversely affect the return on and value of your notes. Futures contracts and options on futures
contracts, including those related to the underlying commodity, are subject to extensive statutes, regulations, and margin requirements. The
Commodity Futures Trading Commission, commonly referred to as the "CFTC," and the exchanges on which such futures contracts trade are
authorized to take extraordinary actions in the event of a market emergency, including, for example, the retroactive implementation of speculative
position limits or higher margin requirements, the establishment of daily limits and the suspension of trading. Furthermore, certain exchanges have
regulations that limit the amount of fluctuations in futures contract prices that may occur during a single five-minute trading period. These limits could
adversely affect the market prices of relevant futures and options contracts and forward contracts. The regulation of commodity transactions in the
U.S. is subject to ongoing modification by government and judicial action. In addition, various non-U.S. governments have expressed concern
regarding the disruptive effects of speculative trading in the commodity markets and the need to regulate the derivative markets in general. The effect
on the value of the notes of any future regulatory change is impossible to predict, but could be substantial and adverse to the interests of holders of
the notes.

For example, the Dodd-Frank Wal Street Reform and Consumer Protection Act, which was enacted on July 21, 2010, requires the CFTC to establish
limits on the amount of positions that may be held by any person in futures contracts on a commodity, options on such futures contracts and swaps
that are economical y equivalent to such contracts. In particular, on October 18, 2011, the CFTC adopted interim and final position limits that would
have applied to a party's combined futures, options and swaps position in any one of 28 physical commodities and economically equivalent futures,
options and swaps. These limits would have, among other things, expanded existing position limits applicable to options and futures contracts to apply
to swaps and applied them across affiliated and control ed entities and accounts. However, the International Swaps and Derivatives Association and
the Securities Industry and Financial Markets Association jointly filed a legal chal enge to the position limit rules, which were due to take effect on
October 12, 2012, in the U.S. District Court for the District of Columbia. On September 28, 2012, the court vacated the position limit rules and
remanded them to the CFTC. The CFTC announced on November 15, 2012 that it wil appeal the court's decision. If position limit rules are ultimately
upheld in an appeal or if substantial y similar rules are adopted and implemented by the CFTC, such rules could

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interfere with our ability to enter into or maintain hedge positions in instruments subject to the limits, and consequently, we may need to decide, or be
forced, to sel a portion, possibly a substantial portion, of our hedge position in such underlying commodity or futures contracts on such underlying
commodity or related contracts. Similarly, other market participants would be subject to the same regulatory issues and could decide, or be required
to, sel their positions in such underlying commodity or futures contracts on such underlying commodity or related contracts. While the effect of these
or other regulatory developments are difficult to predict, if this broad market sel ing were to occur, it would likely lead to declines, possibly significant
declines, in the price of such underlying commodity or futures contracts on such underlying commodity and therefore, the value of the notes.

§
Suspension or disruptions of market trading in commodity and related futures markets may adversely affect the value of the notes. The
commodity markets are subject to temporary distortions or other disruptions due to various factors, including the lack of liquidity in the markets, the
participation of speculators and government regulation and intervention. In addition, U.S. futures exchanges and some foreign exchanges have
regulations that limit the amount of fluctuation in futures contract prices which may occur during a single business day. These limits are generally
referred to as "daily price fluctuation limits" and the maximum or minimum price of a contract on any given day as a result of these limits is referred to
as a "limit price." Once the limit price has been reached in a particular contract, no trades may be made at a different price. Limit prices have the
effect of precluding trading in a particular contract or forcing the liquidation of contracts at disadvantageous times or prices. These circumstances
could adversely affect the value of the underlying commodity and, therefore, the value of the notes.

Market Risk

§
The price at which the notes may be sold 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) actual or anticipated changes in the
price of the underlying commodity, (i ) volatility of the price of the underlying commodity, (i i) changes in interest and yield rates, (iv) any actual or
anticipated changes in our credit ratings or credit spreads and (v) time remaining to maturity. Depending on the actual or anticipated level of the
reference coupon, the market value of the notes is expected to decrease and you may receive substantial y less than 100% of the issue price if you
sel your notes prior 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.

Liquidity Risk

§
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 al ow you to trade or sel 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.

Conflicts of Interest

§
The issuer, its subsidiaries or affiliates may publish research that could affect the market value of the notes. They also expect to hedge
the issuer's obligations under the notes. 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 the underlying commodity. 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 adversely affect
the market value of the notes.

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http://www.sec.gov/Archives/edgar/data/895421/000095010313003278/...
Senior Fixed to Floating Rate Notes due May 30, 2028
Based on the Performance of RBOB Gasoline

In addition, the issuer's subsidiaries expect to hedge the issuer's obligations under the notes and they may realize a profit from that expected hedging
activity even if investors do not receive a favorable investment return under the terms of the notes or in any secondary market transaction.

§
The calculation agent, which is a subsidiary of the issuer, will make determinations with respect to the notes. Any of these determinations
made by the calculation agent may adversely affect the payout to investors. Determinations made by the calculation agent, including with respect to
the commodity price, the occurrence or non-occurrence of market disruption events, calculation of the commodity price in the event of a market
disruption event, or the reference coupon, may adversely affect the payout to you on the notes.

Other Risk Factors

§
Investing in the notes is not equivalent to investing in the underlying commodity or in futures contracts or forward contracts on the
underlying commodity. Investing in the notes is not equivalent to investing in the underlying commodity or in futures contracts or forward contracts
on the underlying commodity. By purchasing the notes, you do not purchase any entitlement to the underlying commodity or futures contracts or
forward contracts on the underlying commodity. Further, by purchasing the notes, you are taking credit risk to Morgan Stanley and not to any
counter-party to futures contracts or forward contracts on the underlying commodity.

§
Hedging and trading activity by our subsidiaries could potentially adversely affect the value of the notes. One or more of our subsidiaries
have carried out, and wil continue to carry out, hedging activities related to the notes (and possibly to other instruments linked to the underlying
commodity), including trading in swaps or futures contracts on the underlying commodity. Some of our subsidiaries also trade the underlying
commodity and other financial instruments related to the underlying commodity on a regular basis as part of their general commodity trading,
proprietary trading and other businesses. Any of these hedging or trading activities during the term of the notes could potentially decrease the
commodity price, thus potential y decreasing the coupon rate payable during the floating interest rate period.

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