Obligation Morgan Stanleigh 3.625% ( US61760LBJ35 ) en USD

Morgan Stanleigh

100 % ▼

Etas-Unis

US61760LBJ35 ( en USD )

3.625% par an ( paiement semestriel )

29/11/2022 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley US61760LBJ35 en USD 3.625%, échue

1 000 USD

6 402 000 USD

61760LBJ3

BBB+ ( Qualité moyenne inférieure )

A1 ( 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 US61760LBJ35, paye un coupon de 3.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/11/2022

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US61760LBJ35, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US61760LBJ35, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

http://www.sec.gov/Archives/edgar/data/895421/000095010312006325/dp34455_424b2-ps452.htm
424B2 1 dp34455_424b2-ps452.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of Registration

Title of Each Class of Securities Offered
Offering Price
Fee
Fixed Rate Senior Notes due 2022

$6,402,000

$873.23

PROSPECTUS Dated November 21, 2011
Pricing Supplement No. 452 to
PROSPECTUS SUPPLEMENT Dated November 21, 2011
Registration Statement No. 333-178081

Dated November 26, 2012

Rule 424(b)(2)
GLOBAL MEDIUM-TERM NOTES, SERIES F
Fixed Rate Senior Notes Due November 29, 2022
We, Morgan Stanley, will issue the Global Medium-Term Notes, Series F, Fixed Rate Senior Notes Due November 29, 2022 (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, including how interest is calculated, accrued and paid, including where a scheduled interest payment date is not a business
day (the following unadjusted business day convention), 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," subject to and as modified by the provisions described below.

Principal Amount:
$6,402,000

Interest Payment Period:
Semi-annually

Maturity Date:
November 29, 2022

Interest Payment Dates:
Each May 29 and November 29
commencing May 29, 2013

Settlement Date
November 29, 2012

Call Price:
NA
(Original Issue Date):

First Call Date:
NA
Interest Accrual Date:
November 29, 2012

Call Frequency:
NA
Issue Price:
100%

Business Day:
New York
Commissions:
1.800%

Minimum Denominations:
$1,000 and integral multiples of $1,000 in
excess thereof
Proceeds to Morgan Stanley:
$6,286,764.00

Survivor's Option:
No
Specified Currency:
U.S. dollars

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CUSIP:
61760LBJ3
Redemption Percentage at Maturity:
100%

Other Provisions:
None
Interest Rate:
3.625% per annum (calculated on a

30/360 day count basis)
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 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 securities, or determined if this pricing supplement or
the accompanying prospectus supplement or the prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

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http://www.sec.gov/Archives/edgar/data/895421/000095010312006325/dp34455_424b2-ps452.htm

Supplemental Information Concerning Plan of Distribution; Conflicts of Interest
On the date first set forth above, we agreed to sell to the manager listed below, and it agreed to purchase, the principal amounts of notes set forth opposite its name below
at the "purchase price" for notes. The purchase price for the notes equals the stated Issue Price as set forth above, plus accrued interest, less the Commissions set forth above.
Name
Principal Amount of Notes
Morgan Stanley & Co. LLC
$6,402,000

Morgan Stanley & Co. LLC is our wholly-owned subsidiary. 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, MS & Co. LLC may not make sales in this offering to any discretionary accounts without the prior written approval of the
customer.

The 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, authenticated by the trustee pursuant to the Senior Debt Indenture 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 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 November 21,
2011, which is Exhibit 5-a to the Registration Statement on Form S-3 filed by Morgan Stanley on November 21, 2011.
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