Obligation Morgan Stanleigh 4.15% ( US61760LEA98 ) en USD

Morgan Stanleigh

100 % ▲

Etas-Unis

US61760LEA98 ( en USD )

4.15% par an ( paiement semestriel )

13/06/2028

Prospectus brochure de l'obligation Morgan Stanley US61760LEA98 en USD 4.15%, échéance 13/06/2028

1 000 USD

1 192 000 USD

61760LEA9

A- ( Qualité moyenne supérieure )

A1 ( Qualité moyenne supérieure )

13/12/2025 ( Dans 160 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 US61760LEA98, paye un coupon de 4.15% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 13/06/2028

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US61760LEA98, 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 US61760LEA98, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

http://www.sec.gov/Archives/edgar/data/895421/000095010313003677/...
424B2 1 dp38886_424b2-ps856.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 2028

$1,192,000

$162.59

PROSPECTUS Dated November 21, 2011
Pricing Supplement No. 856 to
PROSPECTUS SUPPLEMENT Dated November 21, 2011
Registration Statement No. 333-178081

Dated June 10, 2013

Rule 424(b)(2)

GLOBAL MEDIUM-TERM NOTES, SERIES F
Fixed Rate Senior Notes Due June 13, 2028
We, Morgan Stanley, will issue the Global Medium-Term Notes, Series F, Fixed Rate Senior Notes Due June 13, 2028 (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:
$1,192,000

Interest Payment Period:
Semi-annually
Maturity Date:
June 13, 2028

Interest Payment Dates:
Each June 13 and

December 13 commencing

December 13, 2013
Settlement Date
June 13, 2013

Call Price:
NA
(Original Issue Date):

Interest Accrual Date:
June 13, 2013

First Call Date:
NA
Issue Price:
100%

Call Frequency:
NA
Commissions:
2.500%

Business Day:
New York
Proceeds to Morgan
$1,162,200.00

Minimum Denominations:
$1,000 and integral

multiples of $1,000 in excess
Stanley:

thereof
Specified Currency:
U.S. dollars

Survivor's Option:
No
Redemption Percentage at
100%

CUSIP:
61760LEA9
Maturity:

Other Provisions:
None
Interest Rate:
4.150% per annum (calculated on

First Call Date:
NA

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.

MORGAN STANLEY

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http://www.sec.gov/Archives/edgar/data/895421/000095010313003677/...

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
$1,192,000

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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