Obligation Morgan Stanleigh 3.25% ( US61760LHE83 ) en USD

Morgan Stanleigh

98.379 % ⇌

Etas-Unis

US61760LHE83 ( en USD )

3.25% par an ( paiement semestriel )

10/12/2025

Prospectus brochure de l'obligation Morgan Stanley US61760LHE83 en USD 3.25%, échéance 10/12/2025

1 000 USD

183 000 USD

61760LHE8

A- ( Qualité moyenne supérieure )

A1 ( Qualité moyenne supérieure )

10/12/2025 ( Dans 157 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 US61760LHE83, paye un coupon de 3.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 10/12/2025

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US61760LHE83, 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 US61760LHE83, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2 1 dp61782_424b2-ps701.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 2025

$183,000

$18.43

PROSPECTUS Dated November 19, 2014
Pricing Supplement No. 701 to
PROSPECTUS SUPPLEMENT Dated November 19, 2014
Registration Statement No. 333-200365

Dated December 7, 2015

Rule 424(b)(2)

GLOBAL MEDIUM-TERM NOTES, SERIES F
Fixed Rate Senior Notes Due December 10, 2025

We, Morgan Stanley, will issue the Global Medium-Term Notes, Series F, Fixed Rate Senior Notes Due December 10, 2025 (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:
$183,000
Interest Payment Period:
Semi-annually
Maturity Date:
December 10, 2025
Interest Payment Dates:
Each December 10 and

June 10 commencing June
Settlement Date
December 10, 2015

10, 2016
(Original Issue Date):

Call Price:
NA
Interest Accrual Date:
December 10, 2015
First Call Date:
NA
Issue Price:
100%
Call Frequency:
NA
Commissions:
1.800%
Business Day:
New York
Proceeds to Morgan
$179,706.00
Minimum Denominations:
$1,000 and integral
Stanley:

multiples of $1,000 in
Specified Currency:
U.S. dollars

excess thereof
Redemption Percentage at
100%
Survivor's Option:
No
Maturity:

CUSIP:
61760LHE8
Interest Rate:
3.250% per annum (calculated on
Other Provisions:
None

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
http://www.sec.gov/Archives/edgar/data/895421/000095010315009448/dp61782_424b2-ps701.htm[12/9/2015 1:49:19 PM]

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

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
$183,000

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 19, 2014, which is Exhibit 5-a to the Registration Statement on
Form S-3 filed by Morgan Stanley on November 19, 2014.

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