Obligation Morgan Stanleigh 7.5% ( US617482UG71 ) en USD

Morgan Stanleigh

100 % ▼

Etas-Unis

US617482UG71 ( en USD )

7.5% par an ( paiement semestriel )

30/05/2031

Prospectus brochure de l'obligation Morgan Stanley US617482UG71 en USD 7.5%, échéance 30/05/2031

1 000 USD

11 541 000 USD

617482UG7

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 US617482UG71, paye un coupon de 7.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/05/2031

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US617482UG71, 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 US617482UG71, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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424B2 1 dp22843_424b2-ps792.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of Registration
Title of Each Class of Securities Offered
Offering Price
Fee
Non-Callable Contingent Coupon Notes due 2031
$11,541,000
$1,339.91

PROSPECTUS dated December 23, 2008
Pricing Supplement No. 792 to
PROSPECTUS SUPPLEMENT dated December 23, 2008
Registration Statement No. 333-156423

Dated May 25, 2011

Rule 424(b)(2)
$11,541,000

GLOBAL MEDIUM-TERM NOTES, SERIES F
Senior Notes
_____________________

Non-Callable Contingent Coupon Notes
Based on the Performance of the S&P 500® Index due May 30, 2031

Unlike ordinary debt securities, the Non-Callable Contingent Coupon Notes Based on the Performance of the
S&P 500® Index due May 30, 2031, which we refer to as the notes, only provide for the regular payment of
interest for the first year following the issuance of the notes. After the first year and until maturity, the notes will
pay a contingent monthly coupon but only if the index closing value of the S&P 500® Index, which we refer to as
the underlying index, is at or above 1,000, which we refer to as the barrier level, on the related observation date
(as specified below). If the index closing value is less than the barrier level on any observation date, we will pay
no interest for the related interest period. It is possible that the index closing value could remain below the
barrier level for extended periods of time or even throughout the period from the second year following the
original issue date until maturity so that you will receive no contingent monthly coupons. At maturity, the
payment due under the notes will be the stated principal amount for each note you hold and accrued and unpaid
interest, if any. The notes are senior unsecured obligations of Morgan Stanley and all payments on the notes,
including the repayment of principal, are subject to the credit risk of Morgan Stanley.
· The principal amount and original issue price of each note is $1,000.
·
During the first year following the issuance of the notes, which will be from and including the original issue
date to but excluding May 31, 2012, the notes will pay a monthly coupon of 7.50% per annum.
·
From the second year following the issuance of the notes until maturity, the notes will pay a contingent
monthly coupon of 7.50% per annum but only if the index closing value of the S&P 500® Index on the related
observation date is at or above the barrier level.
If, on any observation date, the index closing value is less than the barrier level, we will pay no coupon for
the applicable interest period.
·
The barrier level is 1,000.
·
The interest payment dates are the 30th day of each month, beginning June 30, 2011, or in the case of
February, the last calendar day of such month.
·
The observation dates are the fourth business day preceding each interest payment date, beginning with the
June 30, 2012 interest payment date.
·
The maturity date and each interest payment date may be postponed as a result of the postponement of the
related observation date due to non-index business days or certain market disruption events. No adjustment
will be made to any interest payment made on that postponed date.
·
The notes will not be listed on any securities exchange.
·
The CUSIP number for the notes is 617482UG7 and the ISIN for the notes is US617482UG71.
You should read the more detailed description of the notes in this pricing supplement. In particular, you should
review and understand the descriptions in "Summary of Pricing Supplement" and "Description of Notes."
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The notes are riskier than ordinary debt securities. See "Risk Factors" beginning on PS-6.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved
these securities, or determined if this pricing supplement is truthful or complete. Any representation to the
contrary is a criminal offense.
______________________

PRICE $1,000 PER NOTE
______________________

Agent's

Price to Public(1)
Commissions(2) Proceeds to Issuer
Per note
$1,000
$35
$965
Total
$11,541,000
$403,935
$11,137,065
(1) The price to public for investors purchasing the notes in fee-based advisory accounts will be $970 per note.
(2) Selected dealers and their financial advisors will collectively receive from the Agent, Morgan Stanley & Co.
Incorporated, a fixed sales commission of $35 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 $5 per
note. See "Description of Notes--Supplemental Information Concerning Plan of Distribution; Conflicts of
Interest" in this pricing supplement. For additional information, see "Plan of Distribution" in the
accompanying prospectus supplement.
The agent for this offering, Morgan Stanley & Co. Incorporated, is our wholly owned subsidiary. See
"Description of Notes--Supplemental Information Concerning Plan of Distribution; Conflicts of Interest" in
this pricing supplement.
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.

MORGAN STANLEY

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For a description of certain restrictions on offers, sales and deliveries of the notes and on the
distribution of this pricing supplement and the accompanying prospectus supplement and prospectus
relating to the notes, see the section of this pricing supplement called "Description of Notes--Supplemental
Information Concerning Plan of Distribution; Conflicts of Interest."

No action has been or will be taken by us, the Agent or any dealer that would permit a public offering
of the notes or possession or distribution of this pricing supplement or the accompanying prospectus
supplement or prospectus in any jurisdiction, other than the United States, where action for that purpose is
required. Neither this pricing supplement nor the accompanying prospectus supplement and prospectus
may be used for the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or
solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation.

The notes have not been and will not be registered with the Comissão de Valores Mobiliários (The
Brazilian Securities Commission). The notes may not be offered or sold in the Federative Republic of
Brazil except in circumstances which do not constitute a public offering or distribution under Brazilian
laws and regulations.

The notes have not been registered with the Superintendencia de Valores y Seguros in Chile and may
not be offered or sold publicly in Chile. No offer, sales or deliveries of the notes or distribution of this
pricing supplement or the accompanying prospectus supplement or prospectus, may be made in or from
Chile except in circumstances which will result in compliance with any applicable Chilean laws and
regulations.

No action has been taken to permit an offering of the notes to the public in Hong Kong as the notes
have not been authorized by the Securities and Futures Commission of Hong Kong and, accordingly, no
advertisement, invitation or document relating to the notes, whether in Hong Kong or elsewhere, shall be
issued, circulated or distributed which is directed at, or the contents of which are likely to be accessed or
read by, the public in Hong Kong other than (i) with respect to the notes which are or are intended to be
disposed of only to persons outside Hong Kong or only to professional investors within the meaning of the
Securities and Futures Ordinance (Cap. 571) of Hong Kong ("SFO") and any rules made thereunder or (ii)
in circumstances that do not constitute an invitation to the public for the purposes of the SFO.

The notes have not been registered with the National Registry of Securities maintained by the Mexican
National Banking and Securities Commission and may not be offered or sold publicly in Mexico. This
pricing supplement and the accompanying prospectus supplement and prospectus may not be publicly
distributed in Mexico.

The agent and each dealer represent and agree that they will not offer or sell the notes nor make the
notes the subject of an invitation for subscription or purchase, nor will they circulate or distribute this
pricing supplement or the accompanying prospectus supplement or prospectus or any other document or
material in connection with the offer or sale, or invitation for subscription or purchase, of the notes,
whether directly or indirectly, to persons in Singapore other than:

(a) an institutional investor (as defined in section 4A of the Securities and Futures Act (Chapter 289 of
Singapore (the "SFA"));

(b) an accredited investor (as defined in section 4A of the SFA), and in accordance with the
conditions, specified in Section 275 of the SFA;

(c) a person who acquires the notes for an aggregate consideration of not less than Singapore dollars
Two Hundred Thousand (S$200,000) (or its equivalent in a foreign currency) for each transaction, whether
such amount is paid for in cash, by exchange of shares or other assets, unless otherwise permitted by law;
or
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(d) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of
the SFA.

PS-2
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SUMMARY OF PRICING SUPPLEMENT

The following summary describes the notes in general terms only. You should read the summary together
with the more detailed information that is contained in the rest of this pricing supplement and in the
accompanying prospectus and prospectus supplement. You should carefully consider, among other things, the
matters set forth in "Risk Factors."

The notes are medium-term debt securities of Morgan Stanley. The notes only provide for the regular
payment of interest during the one-year period following the original issue date. After the first year and until
maturity, the notes will pay a contingent monthly coupon but only if the index closing value of the S&P 500®
Index is at or above 1,000, which we refer to as the barrier level, on the related observation date. The notes have
been designed for investors who are willing to forgo market floating interest rates and accept the risk of no
interest payments after the first year in exchange for an opportunity to earn interest at a potentially above-market
rate if the S&P 500® Index closes at or above the barrier level on each monthly observation date. All payments
on the notes, including the repayment of principal, are subject to the credit risk of Morgan Stanley.

"Standard & Poor's®", "S&P®", "S&P 500®", "Standard & Poor's 500" and "500" are trademarks of
Standard and Poor's Financial Services, LLC, an affiliate of The McGraw-Hill Companies, Inc. and have been
licensed for use by Morgan Stanley.

Each note costs $1,000 We, Morgan Stanley, are offering the Non-Callable Contingent Coupon Notes Based
on the Performance of the S&P 500® Index due May 30, 2031, which we refer to as
the notes. The principal amount and original issue price of each note is $1,000.

The original issue price of the notes includes the agent's commissions paid with
respect to the notes as well 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 Morgan Stanley & Co.
Incorporated, which we refer to as MS & Co., is willing to purchase the notes is
expected to be affected adversely by the inclusion of these commissions and hedging
costs in the original 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" and "Description of Notes--Use of Proceeds and
Hedging."

The notes provide for Unlike ordinary debt securities, the notes only provide for the regular payment of
regular interest
interest of 7.50% per annum during the one-year period following the original issue
payments only during
date.
the first year following
their issuance

From the second year After the first year and until maturity, the notes will pay a contingent monthly coupon
following the issuance,
but only if the index closing value of the S&P 500® Index is at or above the barrier
the notes will pay a
level on the related observation date. If, on any monthly observation date from the
contingent coupon
second year following the issuance of the notes until maturity, which will be from
based on the level of the and including May 31, 2012 to but excluding the maturity date, the index closing
S&P 500® Index
value of the underlying index is at or above the barrier level, we will pay a coupon of
7.50% per annum (computed on the basis of a year of 360 days and twelve 30-day
months) on the applicable interest payment date for the applicable interest period.
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If, however, the index closing value of the underlying index is lower than the
barrier level on any monthly observation date, we will pay no coupon for the
applicable interest period. It is possible that the index closing value could
remain below the barrier level for extended periods of time or even throughout
the period from the second year following the original issue date until maturity

PS-3
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so that you will receive no contingent monthly coupons.

We refer to the coupon on the notes as contingent, because there is no guarantee that
you will receive a coupon payment on any interest payment date. Even if the
underlying index were to be at or above the barrier level on some monthly
observation dates, it may fluctuate below the barrier level on others.

The barrier level is 1,000.

The interest payment dates are the 30th day of each month, beginning June 30, 2011,
or in the case of February, the last calendar day of such month. The observation
dates are the fourth business day preceding each interest payment date, beginning
with the June 30, 2012 interest payment date, subject to postponement for non-index
business days and certain market disruption events.

Each interest period will be the monthly period from and including the original issue
date (in the case of the first interest period) or the previous scheduled interest
payment date, as applicable, to but excluding the following scheduled interest
payment date, with no adjustment for any postponement thereof.

The maturity date and each interest payment date may be postponed as a result of the
postponement of the related observation date due to non-index business days or
certain market disruption events. No adjustment will be made to any interest
payment made on that postponed date.

100% of the principal At maturity, the payment due under the notes will be the stated principal amount per
amount due at maturity note plus accrued and unpaid interest, if any, subject to issuer credit risk.

Please review the historical performance of the underlying index for the period from
January 1, 2006 through May 25, 2011 in this pricing supplement under "Description
of Notes--Historical Information." You cannot predict the future performance of the
underlying index based on its historical performance.

Morgan Stanley & Co. We have appointed our affiliate, Morgan Stanley & Co. Incorporated, which we refer
Incorporated will be the to as MS & Co., to act as calculation agent for The Bank of New York Mellon, a
calculation agent
New York banking corporation (as successor trustee to JPMorgan Chase Bank, N.A.
(formerly known as JPMorgan Chase Bank)), the trustee for our senior notes. As
calculation agent, MS & Co. will determine the payment that you will receive on
each interest payment date and at maturity.

Morgan Stanley & Co. The agent for the offering of the notes, MS & Co., our wholly-owned subsidiary, will
Incorporated will be the conduct this offering in compliance with the requirements of FINRA Rule 5121 of
agent; conflicts of
the Financial Industry Regulatory Authority, Inc., which is commonly referred to as
interest
FINRA, regarding a FINRA member firm's distribution of the securities of an
affiliate and related conflicts of interest. MS & Co. or any of our other affiliates may
not make sales in this offering to any discretionary account. See "Description of
Notes--Supplemental Information Concerning Plan of Distribution; Conflicts of
Interest" on PS-21.

It is expected that the
Based on current market conditions, it is expected that the notes should be treated as
notes should be treated
"variable rate debt instruments" for U.S. federal income tax purposes, as described in
as variable rate debt
the section of this pricing supplement called "Description of Notes -- United States
instruments for U.S.
Federal Income Taxation." Please read the sections of the accompanying prospectus
federal income tax
supplement entitled "United States Federal Taxation -- Tax Consequences to U.S.
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purposes
Holders -- Notes -- Floating Rate Notes," "United States Federal Taxation -- Tax
Consequences to U.S. Holders -- Backup Withholding and Information Reporting"

PS-4
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and "United States Federal Taxation -- Tax Consequences to U.S. Holders --
Disclosure Requirements." It is also possible that the notes could be treated as
"contingent payment debt instruments" for U.S. federal income tax purposes, as
discussed in the section of this pricing supplement called "Description of Notes --
United States Federal Income Taxation." Please read the section of the
accompanying prospectus supplement called "United States Federal Taxation -- Tax
Consequences to U.S. Holders -- Notes -- Optionally Exchangeable Notes."
If you are a non-U.S. investor, please read the section of this pricing supplement
called "Description of Notes -- United States Federal Income Taxation -- Tax
Consequences to Non-U.S. Holders."

You should consult your tax advisers regarding all aspects of the U.S. federal tax
consequences of an investment in the notes as well as any tax consequences
arising under the laws of any state, local or foreign taxing jurisdiction.

Where you can find
The notes are unsecured senior notes issued as part of our Series F medium-term note
more information on the program. You can find a general description of our Series F medium-term note
notes
program in the accompanying prospectus supplement dated December 23, 2008 and
in the prospectus dated December 23, 2008. We describe the basic features of this
type of note in the sections of the prospectus supplement called "Description of
Notes--Notes Linked to Commodity Prices, Single Securities, Baskets of Securities
or Indices" and in the section of the prospectus called "Description of Debt
Securities--Fixed Rate Debt Securities."

Because this is a summary, it does not contain all the information that may be
important to you. For a detailed description of the terms of the notes, you
should read the "Description of Notes" section in this pricing supplement. You
should also read about some of the risks involved in investing in the notes in the
section called "Risk Factors." The tax treatment of investments in equity-linked
notes such as these differs from that of investments in ordinary debt
securities. See the section of this pricing supplement called "Description of
Notes--United States Federal Income Taxation." You should consult with your
investment, legal, tax, accounting and other advisors with regard to any
proposed or actual investment in the notes.

How to reach us
You may contact your local Morgan Stanley Smith Barney branch office or our
principal executive offices at 1585 Broadway, New York, New York 10036
(telephone number (212) 761-4000).

PS-5
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RISK FACTORS

The notes are not secured debt, are riskier than ordinary debt securities and, unlike ordinary debt securities, the
notes only provide for the regular payment of interest for the first year following their issuance. After the first
year and until maturity, the notes will pay a contingent monthly coupon but only if the index closing value of the
S&P 500® Index is at or above the barrier level on the related observation date. In addition, investing in the notes
is not equivalent to investing in a fixed rate debt security due to the fact that any interest payments after the first
year following the issuance are contingent on the performance of the S&P 500® Index. This section describes the
most significant risks relating to the notes.

The notes provide for The terms of the notes differ from those of ordinary debt securities in that they only
regular interest
provide for the regular payment of interest during the one-year period following the
payments only during
original issue date. After the first year and until maturity, the notes will pay a
the first year following
contingent monthly coupon but only if the index closing value of the S&P 500®
their issuance
Index is at or above 1,000, which we refer to as the barrier level, on the related
observation date. If, on the other hand, the index closing value of the underlying
index is lower than the barrier level on the relevant observation date for any
interest period, we will pay no coupon on the applicable interest payment
date. It is possible that the index closing value could remain below the barrier
level for extended periods of time or even throughout the period from the second
year following the original issue date until maturity so that you will receive no
contingent monthly coupons. If you do not earn sufficient contingent coupons over
the term of the notes, the overall return on the notes may be less than the amount that
would be paid on a conventional debt security of the issuer of comparable maturity.

The contingent coupon Whether the contingent coupon will be paid on any interest payment date will be
is based only on the
determined at the end of the relevant interest period based on the closing value of the
value of the underlying
underlying index on the relevant monthly observation date. As a result, you will not
index on the related
know whether you will receive the contingent coupon on any interest payment date
monthly observation
until near the end of the relevant interest period. Moreover, because the contingent
date at the end of the
coupon is based solely on the value of the underlying index on monthly observation
related interest period
dates, if the closing value of the underlying index on any observation date is below
the barrier level, you will receive no coupon for the related interest period even if the
level of the underlying index was at or above the barrier level on other days during
that interest period.

Market price will be
Several factors, many of which are beyond our control, will influence the value of the
influenced by many
notes in the secondary market and the price at which MS & Co. may be willing to
unpredictable factors
purchase or sell the notes in the secondary market. We expect that generally the level
of interest rates available in the market and the value of the S&P 500® Index on any
day will affect the value of the notes more than any other factors. Other factors that
may influence the value of the notes include:

· the volatility (frequency and magnitude of changes in value) of the S&P 500®
Index,

· whether the index closing value of the S&P 500® Index has been below the
barrier level on any observation date,

· geopolitical conditions and economic, financial, political, regulatory or
judicial events that affect the component stocks of the underlying index or securities
markets generally and which may affect the value of the underlying index,

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