Obligation Morgan Stanleigh 7% ( US617482WN05 ) en USD

Morgan Stanleigh

100 % ▼

Etas-Unis

US617482WN05 ( en USD )

7% par an ( paiement semestriel )

29/07/2026

Prospectus brochure de l'obligation Morgan Stanley US617482WN05 en USD 7%, échéance 29/07/2026

1 000 USD

23 000 000 USD

617482WN0

NR

NR

29/01/2026 ( Dans 48 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 US617482WN05, paye un coupon de 7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/07/2026

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US617482WN05, 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 US617482WN05, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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424B2 1 dp25488_424b2-ps881.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of Registration

Title of Each Class of Securities Offered
Offering Price
Fee
Contingent Coupon Range Accrual Notes

$23,000,000

due 2026
$2,670.30

July 2011

Pricing Supplement No. 881
Registration Statement No. 333-156423
Dated July 26, 2011
Filed pursuant to Rule 424(b)(2)
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities

Contingent Coupon Range Accrual Notes Based on the Performance of the S&P 500®
Index
due July 29, 2026
Unlike ordinary debt securities, the notes provide for the regular payment of interest only for the first year fol owing their
issuance. From and including the second year and until maturity, the notes wil pay a contingent quarterly coupon based on
the number of index business days in the relevant interest determination period on which the closing level of the S&P 500®
Index is greater than or equal to 950, as specified below. The notes provide investors with the opportunity to earn interest
at an above-market rate in exchange for the risk of receiving no interest with respect to any index business day on which
the S&P 500® Index closes below the index reference level from the second year fol owing the original issue date until
maturity. Investors wil receive little or no contingent quarterly coupon if the closing value of the S&P 500® Index remains
below the index reference level for extended periods of time or even throughout the 14-year period from year 2 to
maturity. 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.
FINAL TERMS
Issuer:
Morgan Stanley
Underlying index:
The S&P 500® Index
Aggregate principal
$23,000,000
amount:
Issue price:
$1,000 per note
Stated principal amount:
$1,000 per note
Pricing date:
July 26, 2011
Original issue date:
July 29, 2011 (3 business days after the pricing date)
Maturity date:
July 29, 2026
Interest accrual date:
July 29, 2011
The payment at maturity per note wil be the stated principal amount plus accrued and
Payment at maturity:
unpaid interest, if any.
Contingent quarterly
From and including the original issue date to but excluding July 29, 2012 (the "fixed interest
coupon:
rate period"): $17.50 (equivalent to 7.00% per annum)
From and including July 29, 2012 to but excluding the maturity date (the "floating interest
rate period"):
For each interest determination period, a contingent coupon of $17.50 (equivalent to
7.00% per annum) times N/ACT, where:

"N" = the total number of index business days in the applicable interest
determination period on which the index closing value is greater than or equal to
the index reference level of 950 (each such day, an "accrual day"); and
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"ACT" = the total number of index business days in the applicable interest
determination period.

If on any index business day during the floating interest rate period the index
closing value is below the index reference level, no interest will accrue for that
day. It is possible that you will receive no contingent coupon on the notes for
extended periods of time or even throughout the 14-year floating interest rate
period if the index closing value were to remain below the index reference level.
Interest determination
With respect to the floating interest rate period, the quarterly period from and including the
period:
previous interest determination date (or July 29, 2012 in the case of the first interest
determination period) to but excluding the next succeeding interest determination date.
Interest determination
The 29th of each October, January, April and July, beginning October 29, 2012, regardless
dates:
of whether or not such day is a business day; provided that the interest determination date
for the final interest determination period shal be July 23, 2026.
Record dates:
One business day prior to the related interest payment date.
Interest payment dates:
With respect to the fixed interest rate period, October 29, 2011, January 29, 2012, April 29,
2012 and July 29, 2012; with respect to the floating interest rate period, four business days
after the related interest determination date.
Interest payment period:
Quarterly
Index closing value:
The closing value of the underlying index. Please see "Additional Provisions--The S&P
500® IndexIndex Closing Value" on page 2.
Index reference level:
950
Calculation agent:
Morgan Stanley & Co. LLC ("MS & Co.")
Trustee:
The Bank of New York Mel on
Early redemption:
Not applicable
Specified currency:
U.S. dol ars
Book-entry or certificated
Book-entry
note:
Business day:
New York
CUSIP:
617482WN0
ISIN:
US617482WN05
Listing:
The notes wil not be listed on any securities exchange.
Agent:
MS & Co., a whol y owned subsidiary of Morgan Stanley. See "Supplemental Information
Concerning Plan of Distribution; Conflicts of Interest."
Commissions and Issue
Price:
Price to Public
Agent's Commissions(1)
Proceeds to Issuer
Per Note
$1,000
$30
$970
Total
$23,000,000
$690,000
$22,310,000
(1) Selected dealers, including Morgan Stanley Smith Barney LLC (an affiliate of the Agent), and their financial advisors will collectively receive from the
Agent, MS & Co., a fixed sales commission of $30 for each note they sell. See "Supplemental Information Concerning Plan of Distribution; Conflicts
of Interest." For additional information, see "Plan of Distribution" in the accompanying prospectus supplement.

The notes involve risks not associated with an investment in ordinary debt securities. See "Risk Factors"
beginning on page 6.

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

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

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

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

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Contingent Coupon Range Accrual Notes Based on the Performance of the S&P 500® Index
due July 29, 2026

The notes are debt securities of Morgan Stanley. In the first year fol owing the issuance of the notes, the notes pay a
quarterly coupon of $17.50 per note (equivalent to 7.00% per annum). Beginning July 29, 2012 until maturity, the notes pay
the interest rate equivalent to 7.00% per annum that accrues on each index business day that the closing level of the S&P
500® Index is greater than or equal to 950. We describe the basic features of these notes in the sections of the
accompanying prospectus called "Description of Debt Securities--Floating Rate Debt Securities" and prospectus
supplement 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 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. 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."

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, an affiliate of The McGraw-Hil Companies, Inc. ("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 the 500 similar companies during the
base period of the years 1941 through 1943. The index is described in more detail under "Annex A--The S&P 500® Index"
in this pricing supplement.

Index Closing Value

The index closing value on any index business day during the floating interest rate period (each, an "index determination
date") wil equal the official closing value of the index or any successor index published at the regular weekday close of
trading on that index business day by the index publisher or its successor, as determined by the calculation agent; provided
that if a market disruption event with respect to the index occurs on any index determination date, the index closing value
for such index determination date wil be the index closing value 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." The occurrence of a market disruption event wil not affect the calculation of the number of index
business days in the applicable interest determination period.

"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.

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For more information regarding market disruption events with respect to the index, discontinuance of the index and
alteration of the method of calculation and alternate exchange calculation in the case of an event of default, see "Annex
A--The S&P 500® Index--Market Disruption Event," "--Discontinuance of the S&P 500 Index; Alteration of Method of
Calculation" and "Alternate Exchange Calculation in the Case of an Event of Default" in this pricing supplement.

July 2011
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Contingent Coupon Range Accrual Notes Based on the Performance of the S&P 500® Index
due July 29, 2026

The table below presents examples of hypothetical contingent quarterly coupons to be paid on any interest payment date
with respect to the floating interest rate period, based on the total number ("N") of index business days in a quarterly
interest determination period on which the index closing value is greater than or equal to the index reference level. For
il ustrative purposes, the table assumes that the interest determination period contains 65 index business days.

The example below is for purposes of il ustration only and would provide different results if different assumptions were
made. The actual contingent quarterly coupons wil depend on the actual number of index business days in such interest
determination period and the actual index closing value on each index business day in such interest determination
period. The numbers appearing in the table below have been rounded for ease of analysis.

Hypothetical Contingent
N
Quarterly Coupon
0
$0.000 per note
15
$4.038 per note
25
$6.731 per note
30
$8.077 per note
50
$13.462 per note
60
$16.154 per note
65
$17.500 per note

During the floating interest rate period, if the index closing value is less than the index reference level on any index business
day, you wil not receive any interest for that index business day, and if the index closing value remains below the index
reference level on each index business day in any interest determination period, you wil receive no interest for that interest
determination period. See "Risk Factors--Yield Risk" on page 6.

July 2011
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Contingent Coupon Range Accrual Notes Based on the Performance of the S&P 500® Index
due July 29, 2026

The fol owing table sets forth the published high and low, as wel as end-of-quarter, index closing values for each quarter in
the period from January 1, 2006 through July 26, 2011. The graph fol owing the table sets forth the daily closing values of
the index for the period from January 1, 1996 through July 26, 2011. The closing value of the index on July 26, 2011 was
1,331.94. The historical values of the index should not be taken as an indication of future performance, and no assurance
can be given that the index closing value wil be greater than or equal to the index reference level on any index business day
of any interest determination period during the floating interest rate period. We obtained the information in the graph below
from Bloomberg Financial Markets, without independent verification.
S&P 500® Index
High
Low
Period End
2006

First Quarter
1,307.25
1,254.78
1,294.83
Second Quarter
1,325.76
1,223.69
1,270.20
Third Quarter
1,339.15
1,234.49
1,335.85
Fourth Quarter
1,427.09
1,331.32
1,418.30
2007

First Quarter
1,459.68
1,374.12
1,420.86
Second Quarter
1,539.18
1,424.55
1,503.35
Third Quarter
1,553.08
1,406.70
1,526.75
Fourth Quarter
1,565.15
1,407.22
1,468.36
2008

First Quarter
1,447.16
1,273.37
1,322.70
Second Quarter
1,426.63
1,278.38
1,280.00
Third Quarter
1,305.32
1,106.39
1,166.36
Fourth Quarter
1,161.06
752.44
903.25
2009

First Quarter
934.70
676.53
797.87
Second Quarter
946.21
811.08
919.32
Third Quarter
1,071.66
879.13
1,057.08
Fourth Quarter
1,127.78
1,025.21
1,115.10
2010

First Quarter
1,174.17
1,056.74
1,169.43
Second Quarter
1,217.28
1,030.71
1,030.71
Third Quarter
1,148.67
1,022.58
1,141.20
Fourth Quarter
1,259.78
1,137.03
1,257.64
2011

First Quarter
1,343.01
1,256.88
1,325.83
Second Quarter
1,363.61
1,265.42
1,320.64
Third Quarter (through July 26, 2011)
1,353.22
1,305.44
1,331.94

July 2011
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Contingent Coupon Range Accrual Notes Based on the Performance of the S&P 500® Index
due July 29, 2026

*The bold line in the graph above represents the index reference level of 950

Historical period

Total number of days in the historical period, beginning
3,511
on 7/30/1997**
Number of days on or after 7/30/1997 that the index
3,044
closing value was greater than or equal to 950
Number of days on or after 7/30/1997 that the index
467
closing value was less than 950

** From the inception of the S&P 500 index until 7/30/1997, the index
closing value was less than 950.

July 2011
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Contingent Coupon Range Accrual Notes Based on the Performance of the S&P 500® Index
due July 29, 2026

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 of the index and other events that are difficult to predict and are beyond the issuer's control. This section
describes the most significant risks relating to the notes. For an additional discussion of risk factors, please see the
accompanying prospectus.

Yield Risk

§ The notes provide for regular interest payments only during the first year following their issuance. The
terms of the notes differ from those of ordinary debt securities in that they only provide for the regular payment of
interest during the one-year period fol owing the original issue date. From and including the second year and until
maturity, the notes wil pay the interest rate equivalent to 7.00% per annum but only for each index business day that
the closing level of the S&P 500® Index is at or above 950, which we refer to as the index reference level. During
the floating interest rate period, no interest wil accrue for any index business day that the index closing value is below
950. It is possible that the index closing value wil remain below the index reference level for extended periods of time
or even for the entire 14-year floating interest rate period so that you wil receive no contingent quarterly coupons. If
you do not earn sufficient contingent coupons over the term of the notes, the overal 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 historical performance of the index is not an indication of future performance. Historical performance of
the index should not be taken as an indication of its future performance during the term of the notes. Decreases in
the levels of the index may adversely affect the trading price of the notes. It is possible that the index closing value
wil decline below the index reference level and remain below that level for extended periods or even for the entire
14-year floating interest rate period.

Issuer Risk
§ The notes are subject to the credit risk of Morgan Stanley, and any actual or anticipated changes to its
credit ratings or credit spreads may adversely affect the market value of the notes. You are dependent on
Morgan Stanley's ability to pay all amounts due on the notes on interest payment dates and at maturity and therefore
you are subject to the credit risk of Morgan Stanley. The notes are not guaranteed by any other entity. If Morgan
Stanley defaults on its 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 Morgan Stanley's credit ratings or
increase in the credit spreads charged by the market for taking Morgan Stanley credit risk is likely to adversely affect
the market 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) changes in the level of the index closing value, (i ) volatility of the index, (i i) dividend yield on
the component stocks of the index, (iv) changes in interest and yield rates, (v) geopolitical conditions and economic,
financial, political and regulatory or judicial events that affect the securities underlying the index, or equity markets
generally, and that may affect the index, (vi) any actual or anticipated changes in our credit ratings or credit spreads
and (vi ) time remaining to maturity. General y, the longer the time remaining to maturity and the more tailored the
exposure, the more the market price of the notes wil be affected by the other factors described in the preceding
sentence. This can lead to significant adverse changes in the market price of securities like the notes. Primarily, if the
index closing value is less than the index reference level during the floating interest rate period, 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
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notes at such time.

July 2011
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